TCR_Public/090807.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, August 7, 2009, Vol. 13, No. 217

                            Headlines

2670 WEST RIDGE: Case Summary & 2 Largest Unsecured Creditors
68 TECHNOLOGY: Case Summary & 3 Largest Unsecured Creditors
ACCURIDE CORP: Reports $36.1 Million Net Loss in Q2 2009
ACCURIDE CORP: Skips Payment of $11.7MM Interest on 2015 Notes
A. RICHARD LITWA: Voluntary Chapter 11 Case Summary

ADVENTRX PHARMACEUTICALS: Has Pledge for $900,000 in Preferreds
AERISA INC: Case Summary 20 Largest Unsecured Creditors
AFFIRMATIVE EQUITIES: Kristen Duffy Buys Patrick Henry for $2MM
AGT CRUNCH: Committee Opposes Avoidance Terms in CH Fitness Deal
ALLEGHENY COUNTY: Fitch Affirms 'BB-' Rating on 2007A Bonds

ALLIANCE PJ: Secured Party to Sell Collateral on August 19
AMACORE GROUP: Cedes Zurvita Unit to Red Sun Mining
AMERICAN AXLE: Posts Narrower Loss; Sees No Bankruptcy Need
AMERICAN INT'L: Two Former Execs. Settle SEC Fraud Charges
AMERICAN INT'L: Banks, Lawyers May Get $1-Bil for Work on Spinoffs

AMERICAN INT'L: Harvey Golub to Succeed Edward Liddy as Chairman
ANDREW DUNBAR: Case Summary & 5 Largest Unsecured Creditors
ANTHONY CRIBBIN: Case Summary & 14 Largest Unsecured Creditors
ARVINMERITOR INC: May Seek Waivers if Talks with New Lenders Fall
ARVINMERITOR INC: Swings to $162 Million Net Loss for June 30 Qtr

ASARCO LLC: Century Asks Parent to Produce Designee
ASARCO LLC: Court OKs Reimbursement of SCC Bidders' Costs
ASARCO LLC: Proposes Settlement That Allows ASM Claims
ATLANTIC LAND: Case Summary & 20 Largest Unsecured Creditors
BARNES HOLDINGS: Voluntary Chapter 11 Case Summary

BASHAS' INC: Seeks to Terminate 14 Arizona Store Leases
BEAZER HOMES: Adopts Rights Plan to Preserve Use of NOLs
BEAZER HOMES: Offers to Swap New Shares for Employee Options
BERNARD MADOFF: Court OKs Ch. 11 Trustee's $14.7MM Legal Fees
BILL HEARD: WARN Act Settlement Underpins Liquidating Plan

BISON CLUB: Voluntary Chapter 11 Case Summary
BOSCOV'S INC: HUD Approves Governor Rendell's Plan to Keep Jobs
BRSP LLC: Moody's Downgrades Rating on $290 Mil. Loan to 'B2'
BUCKEYE TECHNOLOGIES: Moody's Lifts Corp. Family Rating to 'Ba3'
CANWEST GLOBAL: Canwest LP Ceases Payments under 9.25% Sub Notes

CANWEST GLOBAL: Ten Holdings Closes Institutional Equity Offering
CANWEST LIMITED: S&P Downgrades Rating on $400 Mil. Notes to 'D'
CANWEST MEDIA: DBRS Reviews Ratings Due to Missed Interest Payment
CAPITAL GROWTH: ACF Resets Covenants Under $8.5MM Loan Facility
CARIS LANDINGS: Voluntary Chapter 11 Case Summary

CARLOS RODRIGUEZ: Case Summary & 18 Largest Unsecured Creditors
CATHAY GENERAL: Fitch Downgrades Issuer Default Rating to 'BB'
CHADRON GUTSCHOW: Case Summary & 20 Largest Unsec. Creditors
CHARLES MILLINGTON: Case Summary & 14 Largest Unsecured Creditors
CHEMTURA CORP: Courts Approves Contributions to Foreign Units

CHEMTURA CORP: Courts OKs Key Employee Incentive Plan
CHEMTURA CORP: Reaches Settlement With Solvay Chemicals
CHILDREN'S GARDEN: Case Summary 14 Largest Unsecured Creditors
CINCINNATI BELL: Posts $26 Million Second Quarter Net Income
COOPER-STANDARD: Earmarks $2.25 Million for Critical Vendors

COOPER-STANDARD: Has Cash Collateral Access Until September 4
COOPER-STANDARD: May Access $35MM of $200MM DIP Loan on Interim
COOPER-STANDARD: To Pay $3.5MM of Pre-Bankruptcy Employee Claims
CORUS BANKSHARES: Amends Financial Results For Qtr. Ended March 31
COTT CORP: Has Enough Funds to Meet Obligations for Next 12 Mos.

COTT CORP: To Raise $50MM in TD Securities-Backed Shares Sale
COYOTES HOCKEY: $212MM Balsillie Bid Included in Sept. 10 Auction
CRESCENT RESOURCES: To Sell Int'l 4 Plaza to Eola for $31.5MM
CYGNUS BUSINESS: Chapter 11 Cases Jointly Administered
DANA CORP: 2nd Cir. Revives Jasco Tool's $20 Mil. Claim

DENNY'S CORP: July 1 Balance Sheet Upside-Down by $157.2 Million
DBSI INC: Concealed True Use of Borrowed Cash, Says Examiner
DELTA CAR RENTAL: Voluntary Chapter 11 Case Summary
DEMAY INTERNATIONAL: Voluntary Chapter 11 Case Summary
DIGITALFX INTERNATIONAL: June 30 Balance Sheet Upside-Down by $2MM

DOLLAR THRIFTY: Posts $12.4 Million Net Income for Q2 2009
DOLLAR THRIFTY: Reduces Purchase Commitments for New Chrysler Cars
DOLLAR THRIFTY: May Issue Securities to Raise $500 Million
DRUMHELLER BAG: Case Summary & 20 Largest Unsecured Creditors
DUANE READE: Moody's Affirms 'Caa1' Corporate Family Rating

EDDIE BAUER: Wins Nod for Executive & Manager Incentive Programs
EDDIE BAUER: Committee Taps Lang Michener as Canadian Counsel
EDDIE BAUER: Panel Taps Benesch Friedlander as Delaware Counsel
EDDIE BAUER: Committee Taps Capstone Advisory as Financial Advisor
EDDIE BAUER: Committee Taps Cooley Godward as Lead Counsel

ELEMENTAL ENERGY: Sent to Chapter 7 Bankruptcy by Creditors
ENTERPRISE BUILDERS: Case Summary & 15 Largest Unsecured Creditors
EUROFRESH INC: To Pay Southwest Gas's  $295,000 for 20-Day Claim
EVERGREEN TRANSPORTATION: Case Summary & Largest Unsec. Creditors
FERTINITRO FINANCE: Moody's Junks Ratings on $250 Mil. Bonds

FINLAY ENTERPRISES: Files for Chapter 11 to Liquidate Assets
FORD MOTOR: Further Accelerates Product Rollout to Build on Gain
FRASER PAPERS: To Submit Reorganization Plan by October 16
FREESCALE SEMICONDUCTOR: To Cut Executives' Base Salary by 3.85%
FREMONT GENERAL: Settles BNY Contract Breach Claim for $14MM

GENERAL GROWTH: Hires Baker & Daniels as Real Estate Attorneys
GENERAL GROWTH: Incurs $158 Million Loss in Second Quarter
GENERAL GROWTH: Sec. 341 Meeting Adjourned to September 17
GENERAL GROWTH: Scheduled Deadline Moved to August 31
GENERLA GROWTH: To Sell De Minimis Assets in Ordinary Course

GLOBAL CROSSING: June 30 Balance Sheet Upside-Down by $28.5 Mil.
GLOBAL CROSSING: Judge Larimer Resolves Part of Locus Dispute
GMAC INC: $2.8 Bil. Pretax Loss Won't Affect S&P's 'CCC' Rating
GORDON CONSTRUCTION: Voluntary Chapter 11 Case Summary
GREEKTOWN HOLDINGS: Address Disclosure Statement Objections

GREEKTOWN HOLDINGS: Luna & Plainfield Present Alternative Plan
GREEKTOWN HOLDINGS: U.S. Trustee Wants Plan Outline Disapproved
GUARDIAN TECHNOLOGIES: Has Placement Deal with Investment Bank
HARTMARX CORP: Names Taras Proczko as Executive VP & COO
HC INNOVATIONS: Brett Cohen Steps Down as EVP of Operations

HC INNOVATIONS: Unit Terminates Services Pact with Alere Medical
HCR HEALTHCARE: Moody's Upgrades Senior Credit Facility to 'Ba2'
HEALTHSOUTH CORP: Net Income Slides to $3.6 Million in Q2 2009
HELIX ENERGY: Moody's Confirms Corporate Family Rating to 'B2'
HIGHWAY 751: Voluntary Chapter 11 Case Summary

HURD WINDOWS: PBGC Assumes Underfunded Pension Plans
INTERMET CORP: Lays Off Employees at Monroe City & Palmyra Plants
INVERNESS MEDICAL: S&P Assigns 'B-' Senior Unsecured Debt Rating
IRON MOUNTAIN: Moody's Assigns 'B2' Rating on $450 Mil. Notes
INVESTMENT PROPERTIES: Okun Sentenced to 100 Years in Prison

IRON MOUNTAIN: S&P Assigns 'B+' Rating on $450 Mil. Notes
ISTAR FINANCIAL: S&P Junks Counterparty Credit Rating From 'BB-'
J&L AIRPORT: Case Summary & 20 Largest Unsecured Creditors
JAMES SCOTT COMMUNITY: Case Summary & 20 Largest Unsec. Creditors
JEFFREY D'ALESSIO: Case Summary & 20 Largest Unsecured Creditors

JERRY COLLINS HARLAN: Case Summary & 9 Largest Unsecured Creditors
JONES SODA: Has $2MM Loss; 10-Q to Disclose Going Concern Doubt
KEARNY WASHINGTON: Case Summary & 5 Largest Unsecured Creditors
KUSAN TRADING: Case Summary 20 Largest Unsecured Creditors
LANDAMERICA FIN'L: Can't File 1st Quarter Report On Time

LANDAMERICA FIN'L: Court Denies CP Oxford Lift Stay Request
LANDAMERICA FIN'L: Court Keeps Stay on Conveca Civil Action
LANDAMERICA FIN'L: Directors & Officers Disclose Shares Ownership
LANDAMERICA FIN'L: Savings & Stock Plan Terminated
LEHMAN BROTHERS: Bermuda Unit Files Chapter 15 Petition

LEHMAN BROTHERS: Creditors' Panel Hires R. Sheldon for U.K. Issues
LEHMAN BROTHERS: LBI Trustee to Send Software Pact to Gallery Svcs
LEHMAN BROTHERS: Deal Ending LBI Pact With Boston Univ. Trustees
LOMBARD FLATS: Case Summary & 5 Largest Unsecured Creditors
LOOKOUT ROAD: Voluntary Chapter 11 Case Summary

LOPEZ SUPERMARKETS: Voluntary Chapter 11 Case Summary
LORENZO ARTEAGA: Case Summary & 19 Largest Unsecured Creditors
LYONDELL CHEMICAL: Committee Wants Incentive Program Deferred
LYONDELL CHEMICAL: Parent Appoints Potter as Chief Fin'l Officer
LYONDELL CHEMICAL: Stipulations Allowing Nihon, et al., Set-offs

LYONDELL CHEMICAL: U.S. Government Bar Date Moved to Aug. 28
MAGNA ENTERTAINMENT: Proposes to Ocala Property for $5.75 Million
MAGNA ENTERTAINMENT: Plan Filing Period Extended to October 1
MARIA NATIVIDAD: Voluntary Chapter 11 Case Summary
MCKNIGHT PROPERTY: Case Summary & 3 Largest Unsecured Creditors

MERISANT WORLDWIDE: DIP Financing Extended Until January 2010
MIDWEST STEEL SALES: Case Summary & 20 Largest Unsecured Creditors
MILLENIUM INSURANCE: Case Summary & 8 Largest Unsecured Creditors
MOBILE BAY: U.S. Trustee Sets Meeting of Creditors for August 25
MODINE MANUFACTURING: May Issue Securities to Raise $150 Million

MONTEVINA ESTATE: Case Summary & 20 Largest Unsecured Creditors
MOONLIGHT BASIN: May Face Foreclosure, Report Says
NN MINTERS: Case Summary & 1 Largest Unsecured Creditor
NORTEL NETWORKS: Canadian Lawmakers to Review Ericsson Sale
NORTH WEST: Case Summary & 20 Largest Unsecured Creditors

NOVADEL PHARMA: Receives $107,000 From Sale of Shares to Seaside
NOVELIS INC: Moody's Affirms Corporate Family Rating at 'B2'
NOVELIS INC: S&P Assigns 'B-' Rating on $185 Mil. Senior Notes
OPUS WEST: Committee Selects Gardere Wynne as Attorneys
OPUS WEST: Gets Court Nod for BMC Group as Claims Agent

OPUS WEST: Proposes Greenberg Traurig as Bankruptcy Counsel
OPUS WEST: U.S. Bank Pleas for Stay Relief to Foreclose
PAULA DORF: Case Summary & 20 Largest Unsecured Creditors
PAV LLC: Case Summary & 2 Largest Unsecured Creditors
PHILADELPHIA NEWSPAPERS: Has New Judge for Bankruptcy Case

PHILADELPHIA NEWSPAPERS: Wants Oct. 30 Extension for Plan
PLUHAR INC: Case Summary & 12 Largest Unsecured Creditors
PARROT-ICE DRINK: Case Summary & 20 Largest Unsecured Creditors
POPULAR LIFE RE: AM Best Downgrades Financial Strength to B (Fair)
PROVIDENT ROYALTIES: Committee Taps Gardere Wynne as Counsel

PROVIDENT ROYALTIES: Ch. 11 Trustee Has Patton Boggs as Counsel
PROVIDENT ROYALTIES: Section 341(a) Meeting Continued to August 19
PROVIDENT ROYALTIES: Schedules Deadline Extended Until August 10
PROVIDENT ROYALTIES: 5-Member Investors' Panel Appointed
PROVIDENT ROYALTIES: Can Employ Raymond James as Investment Banker

QUALITY HOME: May Now Send Plan to Creditors for Voting
QUIKSILVER INC: Financing Deals Won't Affect Moody's 'B3' Rating
RAINBOWS UNITED: Names Hale Ritchie as Chief Restructuring Officer
REFCO INC: SEC Balks at Dismissal of Private Suit vs. Collins
RENATO CALUGCUGAN: Case Summary & 9 Largest Unsecured Creditors

RENT-A-CENTER INC: S&P Gives Positive Outlook; Keeps 'BB' Rating
RG GLOBAL: March 31 Balance Sheet Upside-Down by $2.8 Million
RONALD WILDMAN: Voluntary Chapter 11 Case Summary
RYLAND GROUP: Continues String of Losses; Has $73.6MM Q2 Net Loss
RYLAND GROUP: Names van Schoonenberg to Board of Directors

SAXBYS COFFEE: Voluntary Chapter 11 Case Summary
SENDTEC INC: PHIDS Acquires Co.; Name Changed to Acquirgy
SONGMOO SHIM: Case Summary & 11 Largest Unsecured Creditors
SOUTHEAST WAFFLES: Files Objections to Plans of Waffle House, MNM
SPORTSMAN'S WAREHOUSE: To Emerge From Bankruptcy Mid-August

SPRINT NEXTEL: Compensation Panel Resets Incentive Plan Metrics
SPRINT NEXTEL: Files Form 10-Q Report for June 30 Quarter
STANLEY CURTIS STROM: Voluntary Chapter 11 Case Summary
STAR VALE MOBILE: Case Summary & 10 Largest Unsecured Creditors
STAR VALE RIM: Case Summary & 1 Largest Unsecured Creditor

STATION CASINOS: Decides to Reject Project V Office Lease
STATION CASINOS: Gets Court Nod to Hire KCC as Claims Agent
STATION CASINOS: Proposes Procedures for Reclamation Claims
STEEL NETWORK: Meeting of Creditors Scheduled for August 26
STINSON PETROLEUM: Voluntary Chapter 11 Case Summary

STRAIGHT LINE: Case Summary & 5 Largest Unsecured Creditors
T MUTHU KUMAR: Case Summary & 12 Largest Unsecured Creditors
TAG MOTORS: Case Summary 20 Largest Unsecured Creditors
TARRAGON CORP: Debt Holders To Get 60% Common Stock Under Plan
TAYLOR BEAN: Closes Down Mortgage-Lending Operation

TENET HEALTHCARE: Posts $14 Million Net Loss for June 30 Quarter
TRIBUNE CO: Committee Insists on Examination of Foundations
TRIBUNE CO: Court Okays Assumption of Local Advertising Pacts
TRIBUNE CO: Gets Court Nod to Abandon Property at 2 Park Avenue
TRIBUNE CO: Sidley Austin Bills $5.5MM for March-June Work

TRUMP ENTERTAINMENT: Terms of Deal to Restructure Beal Bank Debt
UBS AG: US, Swiss Gov'ts to Outline Final Terms of Pact Today
UNIVERSAL MARKETING: Section 341(a) Meeting Slated for August 26
UNISYS CORP: S&P Raises Corporate Credit Rating to 'B' From 'SD'
US SHIPPING: Board Rejects Rand Logistics' Buyout Offer

VALLEY SPORTS: Case Summary & 20 Largest Unsecured Creditors
VELOCITY EXPRESS: Has Recapitalization Deal with Management Group
VELOCITY EXPRESS: Nasdaq Delists Shares Effective August 5
VIANT HOLDINGS: S&P Puts 'B' Rating on CreditWatch Positive
VIVAKOR INC: June 30 Balance Sheet Upside-Down by $422,147

VP PHASE: Court Junks Fifth Third Plea to Dismiss Bankruptcy Case
WABASH NATIONAL: Inks Investor Rights Agreement With Trailer
WABASH NATIONAL: Lenders Amend Loan Facility, Waive Defaults
WASHINGTON MUTUAL: Rejects Computer Sciences, et al., Pacts
WESTWALL PARTNERS: Case Summary 5 Largest Unsecured Creditors

WHC LLC: U.S. Trustee Sets Meeting of Creditors for August 25
WINDSOR CENTURY: Case Summary & 20 Largest Unsecured Creditors
WILLIAM BLINCOE: Case Summary & 8 Largest Unsecured Creditors
WILTON HOLDINGS: Reaches Stand Still Agreement with Lenders
XERIUM TECHNOLOGIES: Moody's Cuts Corp. Family Rating to 'Caa3'

YRC WORLDWIDE: Struggles to Keep Clients; Union to Vote on Pay Cut
ZALE CORP: Closes 118 Underperforming Retail Locations

* Michigan Governor Presses for More Auto-Supplier Aid
* FDIC Issues List of Banks Examined for CRA Compliance

* Blackstone Group Says Q2 Revenues Up 15% From Year Ago
* Huron to Restate 2006 to 2008 Financial Statements

* BOOK REVIEW: Distressed Securities - Analyzing and Evaluating
               Market Potential and Investment Risk


                            *********


2670 WEST RIDGE: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 2670 West Ridge Road, LLC
        2070 Lyell Avenue, Suite 100
        Rochester, NY 14606

Bankruptcy Case No.: 09-22062

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Debtor's Counsel: David H. Ealy, Esq.
                  Trevett, Cristo, Salzer & Andolina P.C.
                  2 State Street, Suite 1000
                  Rochester, NY 14614
                  Tel: (585) 454-2181
                  Fax: (585) 454-4026
                  Email: dealy@trevettetal.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
2 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nywb09-22062.pdf

The petition was signed by Robert Fallone Jr., managing member of
the Company.


68 TECHNOLOGY: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 68 Technology Drive, LLC
        PO Box 10042
        Bedford, NH 03110

Bankruptcy Case No.: 09-12994

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: Jennifer Rood, Esq.
                  Bernstein Shur
                  670 N. Commercial St., Suite 108
                  PO Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  Email: jrood@bernsteinshur.com

Total Assets: $4,300,000

Total Debts: $5,173,000

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

             http://bankrupt.com/misc/nhb09-12994.pdf

The petition was signed by Michael Benton, managing member of the
Company.


ACCURIDE CORP: Reports $36.1 Million Net Loss in Q2 2009
--------------------------------------------------------
Accuride Corporation reported $135.2 million in net sales for the
second quarter ended June 30, 2009, compared to $244.9 million for
the second quarter of 2008, a decrease of 44.8%.  The Company
reported a net loss of $36.1 million, or ($1.00) per diluted share
compared with net income of $3.4 million or $0.10 per diluted
share, in the prior year.  Cash and cash equivalents at the end of
the quarter were $47.6 million.

The Company continues to be impacted by the prolonged weakness
within the commercial vehicle market.  The three major segments
Accuride supplies (North America Class 5-8 vehicles, U.S.
Trailers, and the related aftermarket channels) have all suffered
year-over-year losses mainly due to the deep economic recession,
which has translated into a declining freight environment.

During the second quarter, backlogs and order boards throughout
the industry were plagued with large gaps, which forced OEMs to
idle production for several weeks.  As a result, year over year
Class 8 production fell approximately 59%, while Class 5-7 and
U.S. Trailer production decreased 58% and 51%, respectively.

Although the weakness in the economy continues, there is a growing
view that a bottom is near. Preliminary signs of stability are
being recorded, as some indicators are becoming less negative and
there is a growing consensus for a recovery beginning sometime in
2010.

     -- The housing market appears to be stabilizing and showing
        modest signs of improvement. May housing starts were up
        from March and April levels, while existing home sales had
        their best month since October 2008.

     -- The June Institute of Supply Management's Index posted its
        strongest reading since last September at 44.8, inching
        closer to the point of non-contraction.

     -- Retail sales rose 0.6% in June, which was the
        largest gain since January. The June increase follows a
        0.4% increase in May.

"Despite the depressed industry volume, Accuride has so far
successfully secured over $42 million in new business wins during
the year," stated Bill Lasky, Accuride's President, CEO, and
Chairman of the Board. "With our production facilities
streamlined, we will be well positioned to realize the true value
of these wins with the inevitable market recovery."

Net sales for the second quarter were $135.2 million, a decrease
of 44.8%, compared to net sales of $244.9 million in the second
quarter of 2008. The decrease in net sales is primarily a result
of the reduced demand in the commercial vehicle industry. Sales
decreased in the Wheels and Components segments by 48.4% and
42.6%, respectively.

Gross profit decreased $30.4 million to a loss of $9.0 million.
Gross profit in the Wheels segment decreased $17.9 million to a
loss of $0.8 million primarily due to the contribution lost on the
reduced sales demand of $51.0 million. Gross profit in the
Components segment decreased $12.0 million to a loss of $9.1
million due to reduced sales of $54.3 million and recognition of a
lease abandonment charge of $3.2 million.

The Company reported an operating loss of $21.5 million compared
to operating income of $8.6 million in the prior year period,
which includes approximately $1.5 million of expenses incurred in
the current period due to professional and other fees related to
our temporary waiver agreement and on-going discussions with our
lenders.

The Company reported a net loss of $36.1 million compared to net
income of $3.4 million for the same three month period in 2008.
The loss was primarily a result of the lower gross profit due to
the reduction in sales volume.

Year to date net sales were $278.8 million, a decrease of 42.3%
compared to net sales of $483.1 million in the first half of last
year. The decrease in net sales was realized at both of the larger
segments and was primarily a result of the reduced demand in 2009.

Gross profit decreased to a loss of $9.0 million from a profit of
$33.6 million in the prior year. Similarly, operating profit was a
loss of $33.7 million compared to $7.2 million in profit last
year. Both decreases were primarily the result of a $204.3 million
reduction in sales offset in part by ongoing cost reductions.

The Company reported a net loss of $67.1 million compared to a net
loss of $8.4 million in the prior year.

Adjusted EBITDA was a negative $3.5 million for the second quarter
of 2009, compared to $19.7 million for the same period in 2008.
Adjusted EBITDA was a negative $2.1 million for the first six
months of 2009, compared to $38.2 million in the prior year. The
purpose and reconciliation of Adjusted EBITDA for the Company to
the most directly comparable GAAP measure is set forth in the
accompanying schedules.

As of June 30, 2009, the Company had $704.7 million in total
assets; $732.0 million in total current liabilities and $114.0
million in other liabilities; and $141.4 million in stockholders'
deficiency.

As of June 30, 2009, the Company had cash of $47.6 million and
total debt of $628.4 million resulting in net debt of $580.8
million.  For the second quarter of 2009, cash used in operating
activities was $0.6 million and capital expenditures totaled $7.2
million, resulting in negative free cash flow of $7.8 million,
resulting in negative free cash flow of $7.8 million, compared to
negative free cash flow of $13.5 million in the second quarter of
2008.

Accuride Corporation -- http://www.accuridecorp.com/-- is one of
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components. Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco, Brillion, and Highway Original.


ACCURIDE CORP: Skips Payment of $11.7MM Interest on 2015 Notes
--------------------------------------------------------------
Accuride Corporation did not pay the roughly $11.7 million of
interest due August 3, 2009, to the holders of its 8-1/2 percent
Senior Subordinated Notes due 2015.  Accuride intends to use the
existing 30-day grace period provided in the Note indenture to
continue discussions regarding a capital restructuring with its
lenders.

Under the indenture, the failure to make this interest payment
would not constitute an event of default that permits acceleration
of the Notes until the expiration of the 30-day grace period.

On July 8, 2009, Accuride announced a temporary waiver agreement
reached with the lenders party to its Fourth Amended and Restated
Credit Agreement.  The temporary waiver, which addresses any
failure to comply with certain financial covenants in the Credit
Agreement, continues through August 15, 2009.

In exchange for the waiver, Accuride agreed to provide detailed
and regular financial information to a Steering Committee that has
been formed to represent the lenders in their negotiations with
Accuride and to comply with other restrictions, including
restrictions on incurring additional debt, making investments, and
selling assets.  In addition, Accuride has agreed to maintain an
average liquidity of $35 million over a rolling five business day
period and a minimum liquidity of $30 million, subject to
specified Steering Committee discretion.  The temporary waiver is
subject to certain early termination events, including the
occurrence of other events of default under the Credit Agreement
and payment by Accuride of interest on its outstanding senior
subordinated notes.

Accuride said it did not make the $11.7 million interest payment
to maintain compliance with the temporary waiver.

"Due to the short term nature of the temporary waiver, we have
classified our debt as current as of June 30, 2009 in accordance
with U.S. GAAP," Accuride said.  The Company is currently
discussing the possibility of a waiver extension with lenders.

"If we are unable to obtain permanent waivers, extensions of the
waivers, or restructure the Term B Loan Facility prior to August
15, 2009, and satisfactorily address the Senior Subordinated Notes
interest payment due at the end of the grace period, a default
would arise with respect to these obligations, which could also
trigger cross accelerations on our indebtedness," Accuride said.
"In such an event, absent other arrangements we would be required
to repay all outstanding indebtedness immediately. In that event,
we would not have sufficient liquidity available to repay such
indebtedness and, unless the Company were able to obtain
additional capital resources, waivers or other accommodations, the
Company would be unable to continue to fund its operations or
continue its business, thereby potentially requiring us to seek
relief under the U.S. Bankruptcy Code."

Accuride Corporation -- http://www.accuridecorp.com/-- is one of
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components. Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco, Brillion, and Highway Original.


A. RICHARD LITWA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: A. Richard Litwa, Jr.
        414 Green T Lake E.
        Hernando, MS 38632

Bankruptcy Case No.: 09-13990

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Email: cmgeno@harrisgeno.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 A. Richard Litwa, Jr.


ADVENTRX PHARMACEUTICALS: Has Pledge for $900,000 in Preferreds
---------------------------------------------------------------
ADVENTRX Pharmaceuticals, Inc., obtained a commitment to purchase
shares of convertible preferred stock pursuant to a registered
direct offering to a single institutional investor, representing
gross proceeds of roughly $900,000.  Twelve and one-half percent,
or $115,250, of the gross proceeds will be placed in an escrow
account, which amounts will be released to make the dividend and
other payments.

The preferred stock is convertible into shares of ADVENTRX's
common stock at the option of the investor at a price of $0.13 per
share and will accrue a 5% cumulative dividend until February 10,
2012.  If the convertible preferred stock is converted at any time
prior to February 10, 2012, ADVENTRX will pay the holder an amount
equal to the total dividend that would accrue on the convertible
preferred stock from the conversion date through February 10,
2012, or $125 per $1,000 principal amount of notes converted less
any dividend payments made with respect to the converted
convertible preferred stock.

The closing of the offering is expected to take place on or before
August 10, 2009, subject to the satisfaction of customary closing
conditions.  ADVENTRX plans to use the net proceeds from the
offering to fund activities necessary to advance ANX-530
(vinorelbine emulsion) toward commercialization in the U.S. and to
continue development of ANX-514 (docetaxel emulsion), and for
general corporate purposes.

The shares are being offered by ADVENTRX pursuant to an effective
shelf registration statement filed with the Securities and
Exchange Commission.  A prospectus supplement relating to the
offering will be filed with the SEC.

Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman &
Renshaw Capital Group, Inc., acted as the exclusive placement
agent for the transaction.

As reported by the Troubled Company Reporter on August 4, 2009,
ADVENTRX 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.


AERISA INC: Case Summary 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Aerisa, Inc.
        9035 E. Pima Center Parkway #11
        Scottsdale, AZ 85258

Bankruptcy Case No.: 09-18456

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: Jonathan M. Saffer, Esq.
                  Snell & Wilmer, Llp
                  One S. Church Ave.
                  Tucson, AZ 85701-1630
                  Tel: (520) 882-1236
                  Fax: (520) 884-1294
                  Email: jmsaffer@swlaw.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/azb09-18456.pdf

The petition was signed by Robert Keever, director of the Company.


AFFIRMATIVE EQUITIES: Kristen Duffy Buys Patrick Henry for $2MM
---------------------------------------------------------------
The Associated Press reports that Affirmative Equities Company,
L.P. has sold at an auction its Patrick Henry Hotel to sole bidder
Kristen Duffy of Potomac Realty Capital for $12 million.

Potomac Realty holds the mortgage on Patrick Henry Hotel.

As reported by the Troubled Company Reporter on August 4, 2009,
Patrick Henry Hotel and its land on Jefferson Street and Bullitt
Avenue, assessed at $3.7 million, was put at an auction on
Wednesday at 9:30 a.m.  Patrick Henry Hotel has been closed and is
in foreclosure.  Affirmative Equities lacked a reliable source of
income to pay necessary expenses for the Patrick Henry, including
payroll, taxes, and insurance.

The city of Roanoke will get $113,000 it is due in unpaid real
estate taxes from the sale, The AP relates, citing substitute
trustee Bill Mason.

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.


AGT CRUNCH: Committee Opposes Avoidance Terms in CH Fitness Deal
----------------------------------------------------------------
The official committee of unsecured creditors in AGT Crunch
Acquisition LLC's case opposes the sale of AGT's 19 high-end
fitness clubs, named Fitness Crunch, to CH Fitness Investors LLC
because the sale terms would extinguish $17.5 million in avoidance
claims, Tiffany Kary at Bloomberg News said.

As reported by Troubled Company Reporter on May 8, 2009, AGT
Crunch reached an agreement to sell its business to CH Fitness
Investors LLC -- an entity formed by New Evolution Fitness Company
and certain investing affiliates of Angelo, Gordon & Co. -- for a
credit bid of as much as $40 million.  The credit bid would be
comprised of debt on the DIP loan as well as a portion of the
$56.7 million Crunch owes on a pre-bankruptcy secured loan from CH
Fitness.

The Creditors Committee says that certain transfers made by AGT
Crunch a year before the filing should be recovered, or CH Fitness
should provide adequate consideration for those claims.

According to Bloomberg, the Committee asserts that Crunch wrongly
transferred $4.6 million to insiders including fund manager
Angelo, Gordon & Co. a year before the filing.  It also paid $12.9
million to secured creditors during the 90 days before the
petition date.

The Creditors Committee believes that proceeds from the avoidance
claims could yield a recovery to its constituents.  It opposes the
inclusion of avoidance claims in CH Fitness' credit bid because
they weren't part of the collateral for its loans.

CH Fitness is providing $6 million of DIP financing to AGT Crunch
to fund the Chapter 11 case.

AGT Crunch Acquisition Co. and its affiliates owned Crunch
Fitness, chain of 19 high-end fitness clubs.  The clubs, with
73,000 members, are located in New York, Chicago, Los Angeles and
Rock Creek, Maryland.  New York-based AGT Crunch Acquisition LLC
and its affiliates filed for Chapter 11 on May 6, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-12889).  Davin J. Hall, Esq., at Dechert
LLP, represents the Debtors in their restructuring efforts.  Diana
G. Adams, the U.S. Trustee for Region 2, appointed seven creditors
to serve on the official committee of unsecured creditors in the
Debtors' Chapter 11 cases.

The petition listed assets of $104 million against $102 million in
total liabilities.  Debt includes $56.7 million on a first-lien
loan now mostly owned by Angelo Gordon affiliates.  There is a
second-lien debt for another $22.7 million.


ALLEGHENY COUNTY: Fitch Affirms 'BB-' Rating on 2007A Bonds
-----------------------------------------------------------
Fitch Ratings affirms the $753,000,000 series 2007A health system
revenue bonds issued by Allegheny County Hospital Development
Authority for the benefit of West Penn Allegheny Health System at
'BB-' and removes them from Rating Watch Negative.  The Rating
Outlook is Negative.

The affirmation reflects WPAHS's solid market position as the
secondary provider in the extremely competitive market of Western
Pennsylvania, an excellent reputation for quality and clinical
excellence at its flagship facilities, and management's ongoing
efforts to sustain operational improvement over the long term.

The Negative Outlook reflects further deterioration in the
system's financial metrics for the fiscal year 2008 and continuing
into third quarter 2009.  Management has deemed FY 2009 to be a
transitional year and profitability is not expected for the system
until FY 2010.  WPAHS's ongoing operational issues include the
system's continuing lack of profitability, weak liquidity ratios,
poor debt ratios, and an unfunded pension liability of
$124 million at the end of FY 2008.  In addition, average age of
plant for the system is 16 years, well above the median for the
category; however, all but the most critical capital needs for the
system will be driven by financial performance and strategic
direction.  Management has no specific plans for any major capital
projects at this time.

Fitch believes that WPAHS's solid market position as secondary
provider to UPMC (rated 'AA-/F1+', Negative Outlook by Fitch) will
continue.  While there are other facilities in the service area,
these two systems account for 75% of the inpatient market share in
Allegheny County.  This is a highly concentrated payor market
dominated by Highmark, the regional insurance provider.  While
there have been some defections of surgeons, the majority of
physicians are aligned with WPAHS support management's efforts,
but referrals from community hospitals have declined.

WPAHS has a strong reputation for quality.  West Penn has achieved
Magnet status recognition from the American Nurses Credentialing
Center.  Both Allegheny General and West Penn were named in the
Thomson Healthcare Top 100 Hospitals for cardiovascular care.
Health Grades named West Penn the No. 1 hospital in Pennsylvania
for bariatric surgery for the third consecutive year.

In FY 2008, WPAHS lost $89 million from operations, including a
$73 million adjustment related to impaired accounts receivable,
producing a negative operating margin of 5.9%.  Bottom-line losses
are reduced to $57.8 million (negative 3.8% excess margin) after
including $30 million of investment income.  Other income ratios
were also negatively affected.  WPAHS produced an operating EBITDA
margin of 1.2%, EBITDA margin of 3.1% and a cash flow margin of
1.2%, all of which compare unfavorably to Fitch's rating medians
for the non-investment grade category.  Maximum annual debt
service coverage fell to 0.96 times (x) at the end of FY 2008 from
2.5x coverage in 2007.  The system engaged Wellspring Partners to
review system operations.  In addition, the SEC notified WPAHS
that it had initiated a formal inquiry into the $73 million of
balance sheet adjustments.  WPAHS is fully cooperating with the
inquiry.

Interim results for the nine-month period ending March 2009, show
evidence of the beginnings of operational improvement, though
financial medians continue to be well below Fitch's medians for
the non-investment grade category.  Management budgeted an
operating loss of $48 million and a bottom-line loss of
$31.1 million.  WPAHS actually reduced its operating loss to
$34.7 million (negative 2.8% operating margin) and reduced the
system's bottom-line loss to $20.1 million (negative 1.6% bottom-
line margin) with an operating EBITDA margin of 4.1%, and an
EBITDA margin of 5.2%.  Both medians compare unfavorably to
Fitch's rating medians for the non-investment grade category of
4.9%, and 6.4%, but indicate financial improvement compared to
year-end 2008.

Of primary concern was the decline in liquidity between 2007 and
2008.  For year-end FY 2008, WPAHS had $232.2 million in
unrestricted cash and investments.  Pursuant to WPAHS's
conservative investment policies, approximately 10% of investments
were in marketable equity securities with 20% in fixed income
securities.  The balance (70%) was limited to cash and cash
equivalents consisting of U.S.  treasury investments and
repurchase agreements.  The system does not invest in alternative
investments or hedge funds.  Days cash on hand declined to 55.7
days in 2008 from 72.2 days in 2007.  The cash to debt ratio,
already exceedingly weak from historically poor performance,
declined further to 28.4% from 37.3%.  Fitch category medians for
cash to debt and debt to cap ratios are 40.2% and 72.9%,
respectively, indicating a system that is very highly leveraged
with weak liquidity reserves, and very limited debt capacity.
Liquidity continued to decline for the nine-month period ending
March 2009, albeit at a slower pace.  WPAHS had 53.3 DCOH compared
to 54.9 days for the nine-month period ending March 2008.  Long-
term financial viability is critical in order for WPAHS to compete
effectively in its market.  This will be difficult to achieve
without sufficient cash flow to support service line expansion,
quality initiatives and physician alignment strategies, despite
its strong reputation for quality care.  Balancing expense growth
with service line development will continue to be a challenge.

An additional area of concern is WPAHS's large future pension
liabilities.  WPAHS maintains a defined benefit retirement plan
for its employees that was redesigned in January 2009 to reduce
liability growth.  At March 31, 2009, WPAHS recognized an accrued
pension liability of $149.4 million.  The system has contributed
approximately $4 million toward this liability for the nine-month
period ending March 31, 2009.  In accordance with Internal Revenue
Service funding rules and in conjunction with special relief
obtained under The Pension Protection Act of 2006, no additional
funding is required to be made until April 15, 2010.  WPAHS's
fiscal 2010 pension contribution is estimated at $10 million.
Current estimates for future pension contributions are estimated
to be considerably higher but may change.

Approximately $98.7 million of recurring operational benefits have
been implemented versus a target of $60 million, including
$48.8 million of non-labor savings ($25 million of labor savings),
primarily as a result of reduction in force of 364 FTEs,
$22.9 million of revenue cycle enhancements, and $2.  million of
non-clinical integration savings.  In addition, WPAHS has started
the process of clinical and hospital consolidation leading to
further rationalization of services by creating a committee to
restructure the system's hospital campuses.  Certain services have
already been consolidated.  For example, certain cardiothoracic
surgeries are now performed exclusively at the Allegheny General
Hospital campus.  Senior management is on track to meet its goal
of $100 million of operational improvement in 2009, with physician
integration to be achieved by 2010, followed by clinical hospital
integration by 2011.

Fitch has met with the new management team several times and is
impressed by senior management's commitment to full system
integration, a key component for long-term viability of the
system.  Stability and improved financial metrics should occur
over time assuming successful and full implementation of the
transformative cultural change that management is expecting to
occur, but Fitch will continue to monitor the credit on a periodic
basis and may take rating action as appropriate.

In April 2009, WPAHS filed suit against UPMC and Highmark claiming
that 'both have conspired to reduce competition and raise prices
at the expense of the community's employers, consumers and
patients.' While the final outcome may be favorable to WPAHS over
the long term, Fitch believes that the suit will have little
beneficial effect for system performance in the near term and the
legal costs associated with the suit may affect future
profitability, leading to further negative rating pressure.

Headquartered in Pittsburgh, WPAHS is a large, integrated health
system with six hospitals and other related entities that
primarily serve Allegheny County and its five surrounding
counties.  WPAHS's flagships are the 720-licensed bed Allegheny
General Hospital and the 500-licensed bed Western Pennsylvania
Hospital.  Total revenues in FY 2008 were approximately
$1.5 billion.  Disclosure to Fitch and to bondholders has been
provided on a quarterly basis through the nationally recognized
municipal securities information repositories and consists of an
in-depth management discussion and analysis, income statement,
balance sheet, cash flow statement, and utilization statistics.


ALLIANCE PJ: Secured Party to Sell Collateral on August 19
----------------------------------------------------------
PJ Finance Company, LLC, secured party, will offer for public sale
on August 19, 2009, at 10:00 a.m., at the offices of DLA Piper LLP
(US), 203 North LaSalle Street, Suite 1900, Chicago, Illinois
60601, to the highest qualified bidder, all right title and
interests of Alliance PJ II Mezz L.L.C. in, to and under its 99.9%
partnership interest in Alliance PJWE Limited Partnership, its
99.9% partnership interest in Alliance PJRT Limited Partnership,
its 100% membership interest in Alliance PJWE GP, L.L.C., and its
100% ownership interest in Alliance PJRT GP, Inc.

With each bid, interested parties will deposit 25% of the purchase
price with the secured party.  The deposit of the highest bidder
will be non-refundable, with the balance of the bid payable by
cashier's or certified check by the close of business hours on
August 28, 2009.  The collateral will be sold AS-IS and WHERE IS.

For further information, interested parties may contact:

     William A. Rudnick
     DLA Piper LLP (US)
     203 North LaSalle Street, Suite 1900
     Chicago, Illinois 60601
     Tel: (312) 368-7078


AMACORE GROUP: Cedes Zurvita Unit to Red Sun Mining
---------------------------------------------------
The Amacore Group, Inc., and its wholly owned subsidiary, Zurvita,
Inc., on July 30, 2009, entered into a Share Exchange Agreement
with Red Sun Mining, Inc.

The Company exchanged all of the issued and outstanding shares of
Zurvita in exchange for an aggregate of 9,310,000 shares of Red
Sun common stock, which constitutes roughly 58% of the outstanding
common stock of Red Sun and roughly 41% of the voting power of all
Red Sun equity securities.  Upon the closing of the Share Exchange
Transaction, Zurvita became a wholly owned subsidiary of Red Sun
and ceased being a wholly owned subsidiary of the Company.

Concurrent with the closing of the Share Exchange Transaction,
Zurvita entered into a Marketing and Sales Agreement with its the
Company, pursuant to which the Company agreed to provide certain
accounting support and merchant processing services to Zurvita.
In addition, pursuant to the Zurvita Agreement, Zurvita will
continue to have the right to benefit from certain agreements
which the Company maintains with product and service providers.

In addition, concurrent with the closing of the Share Exchange
Transaction, these individuals, who are directors and officers of
the Company were appointed to these positions of Red Sun:


                      Position With          Position with
     Name             Amacore                Red Sun
     ----             -------------          -------------
     Jay Shafer       Chief Executive        Co-Chief Executive
                      Officer and Director   Officer and Director

     Guy Norberg      President and          Director
                      Director

     Jason Post       Vice President of      Chief Financial
                      Corporate Finance      Officer

     Christopher      Director               Director
     D. Phillips

                        About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At March 31, 2009, the Company's balance sheet showed total assets
of $19.6 million and total liabilities of $23.1 million, resulting
in a stockholders' deficit of about $3.5 million.

                        Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.


AMERICAN AXLE: Posts Narrower Loss; Sees No Bankruptcy Need
-----------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., reported its
financial results for the second quarter of 2009.

AAM's results in the second quarter were a net loss of
$288.6 million or $5.20 per share.  This compares to a net loss of
$644.3 million or $11.89 per share in the second quarter of 2008.

AAM's results in the second quarter of 2009 were adversely
impacted by the extended production shutdowns of GM and Chrysler.
AAM estimates the reduction in sales and operating income
resulting from these shutdowns to be approximately $203.6 million
and approximately $65.7 million (or $1.18 per share),
respectively.

According to Bloomberg, Chief Executive Officer Richard Dauch said
at a conference call with investors on August 5 that American Axle
seeks to shrink operations to match a decline in auto output
without having to resort to bankruptcy court protection.  "It is
AAM's primary objective to complete our restrucutring outside of a
bankruptcy process," Mr. Dauch said.  Analysts have earlier
suggested the Company may need to file because it won't be able to
meet loan terms.

                      Impairments and Charges

In the second quarter of 2009, AAM incurred special charges, asset
impairments and non-recurring operating costs of $191.8 million,
or $3.46 per share.  These charges were principally non-cash in
the period and primarily related to asset impairments, hourly and
salaried workforce reductions (including attrition programs and
related statutory benefits) and the acceleration of BDP expense
for UAW-represented associates at AAM's Detroit, Michigan; Three
Rivers, Michigan; and Cheektowaga, New York manufacturing
facilities.

Asset impairments totaled $172.8 million in the second quarter of
2009, including indirect inventory obsolescence and idled leased
assets.  These asset impairments primarily related to the impact
of new capacity rationalization actions taken by GM and Chrysler
as a result of their bankruptcy filings and subsequent
reorganization plans, including extended production shutdowns for
many of the product programs AAM currently supports.  These asset
impairments also contemplated changes in AAM's operating plans,
including the idling and consolidation of a significant portion of
the Detroit Manufacturing Complex, which were made necessary by
the extended production shutdowns and other program delays and
sourcing decisions taken by our customers in the second quarter of
2009.

The acceleration of BDP expense of $22.5 million in the second
quarter of 2009 was triggered by associates voluntarily electing
to accelerate AAM's remaining BDP obligations and terminate
employment, as well as revised estimates of the number of
associates that are expected to be permanently idled throughout
the term of the 2008 labor agreements.

In the second quarter of 2008, AAM recorded $575.6 million, or
$10.62 per share, of special charges, asset impairments and non-
recurring operating costs, related to hourly and salaried
workforce reductions, valuation allowances on deferred tax assets
and other special charges, primarily relating to costs incurred in
connection with plant closings, including costs to redeploy
machinery and equipment.

"The extended production shutdowns by GM and Chrysler adversely
impacted AAM's results for the second quarter of 2009.  This
required AAM to accelerate and expand restructuring actions to
transition to new, reduced levels of customer demand and market
requirements," said AAM's Co-Founder, Chairman of the Board and
Chief Executive Officer, Richard E. Dauch.  "Amid the increasingly
challenging global market conditions we are experiencing this
year, AAM remains focused on managing what we can control.  We
have nearly completed the comprehensive restructuring, resizing
and recovery of our business by realigning AAM's global
manufacturing capacity and reducing AAM's operating break-even
level.  As a result of these difficult, but necessary,
restructuring actions, we are achieving permanent and
transformational improvements in AAM's cost structure and
operating flexibility.  This will position AAM to return to
profitability as part of a viable and sustainable future for our
company."

Net sales in the second quarter of 2009 were $245.6 million as
compared to $490.5 million in the second quarter of 2008.  AAM
estimates that approximately $203.6 million of this decrease was
attributable to the extended production shutdowns by GM and
Chrysler.  Customer production volumes for the North American
light truck and SUV programs AAM currently supports for GM and
Chrysler were down approximately 57% in the second quarter of 2009
as compared to the second quarter of 2008.  Non-GM sales
represented approximately 23.5% of total sales in the second
quarter of 2009.

AAM's content-per-vehicle is measured by the dollar value of its
product sales supporting GM's North American light truck and SUV
programs and Chrysler's heavy duty Dodge Ram pickup trucks.  For
the second quarter of 2009, AAM's content-per-vehicle increased
approximately 7% to $1,401 as compared to $1,312 in the second
quarter of 2008.

Net sales in the first half of 2009 were $648.0 million as
compared to $1.1 billion in the first half of 2008.  AAM's
operating loss in the first half of 2009 was $277.3 million as
compared to an operating loss of $609.5 million for the first half
of 2008.  For the first half of 2009, AAM estimates the reduction
in sales and operating income resulting from the extended
production shutdowns by GM and Chrysler to be $203.6 million and
$65.7 million ($1.18 per share), respectively.

AAM's SG&A spending for the second quarter of 2009 was
$45.5 million as compared to $44.9 million in the second quarter
of 2008.  In the first half of 2009, AAM's SG&A spending was
$89.3 million as compared to $94.3 million in the first half of
2008.  AAM's R&D spending for the first half of 2009 was
approximately $35.7 million as compared to $42.1 million in the
first half of 2008.

AAM defines free cash flow to be net cash provided by (or used in)
operating activities less capital expenditures net of proceeds
from the sales of equipment and dividends paid.  Net cash used in
operating activities in first half of 2009 was $26.4 million as
compared to $75.9 million in the first half of 2008.  Capital
spending and deposits for the acquisition of property and
equipment, net of proceeds from the sale of equipment in the first
half of 2009 was $80.5 million as compared to $64.6 million in the
first half of 2008.  Reflecting the impact of this activity, AAM's
free cash flow was a use of $106.9 million in the first half of
2009.  Included in the first half of 2009 cash flow results, AAM
paid $54.4 million for special charges and related costs, which
primarily related to hourly and salaried attrition programs and
related statutory benefits.  In the first half of 2008, AAM's free
cash flow was a use of $156.7 million.

           American Axle & Manufacturing Holdings, Inc.
          Condensed Consolidated Statements of Operations
                           (Unaudited)

                         Three months ended           Six months ended
                              June 30,                     June 30,
                        2009          2008           2009          2008
                       (In millions, except         (In millions, except
                          per share data)              per share data)
Net sales              $245.6        $490.5         $648.0     $1,078.1
Cost of goods sold      460.7       1,018.4          836.0      1,593.3
                    ---------    ----------     ----------   ----------
Gross loss              (215.1)       (527.9)        (188.0)     (515.2)

Selling, general
and administrative
expenses                  45.5          44.9           89.3        94.3
                    ----------    ----------     ----------  ----------
Operating loss          (260.6)       (572.8)        (277.3)     (609.5)
Interest expense         (19.7)        (15.1)         (40.1)      (30.4)
Investment income          1.0           1.6            2.0         4.2

Other income
(expense), net            (2.9)          1.1           (3.7)        1.6
                    ----------    ----------     ----------  ----------

Loss before
income taxes           (282.2)       (585.2)        (319.1)      (634.1)
Income tax expense        6.5          59.1            2.3         37.2
                   ----------    ----------     ----------   ----------
Net loss               (288.7)       (644.3)        (321.4)      (671.3)

Add: Net loss
attributable to
noncontrolling
interest                  0.1           -              0.1           -
                   ----------    ----------     ----------   ----------

Net loss
attributable to AAM   $(288.6)      $(644.3)       $(321.3)     $(671.3)
                    ==========    ==========     ==========   ==========

Diluted earnings
(loss) per share        $(5.20)      $(11.89)        $(5.79)     $(12.45)
                    ==========    ==========     ==========    ==========

Diluted shares
outstanding              55.5          54.2           55.5          53.9
                    ==========    ==========     ==========    ==========

                      American Axle & Manufacturing Holdings, Inc.
                         Condensed Consolidated Balance Sheets
                                      (Unaudited)

                                                June 30,    December 31,
                                                   2009           2008
                                                      (In millions)

ASSETS

Current assets
Cash and cash equivalents                       $272.4        $198.8
Short-term investments                            11.1          77.1
Accounts receivable, net                          59.6         186.9
AAM/GM agreement receivable                        -            60.0
Inventories, net                                 103.2         111.4
Prepaid expenses and other                        47.3          61.1
                                                  ----          ----
Total current assets                             493.6         695.3
Property, plant and equipment, net               940.3       1,064.2
GM postretirement cost sharing asset             221.7         221.2
Goodwill                                         147.8         147.8
Other assets and deferred charges                117.2         119.2
                                                 -----         -----
Total assets                                  $1,920.6      $2,247.7
                                              ========      ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Current portion of long-term debt             $1,248.0          $-
Accounts payable                                 135.4         250.9
Accrued expenses and other                       229.4         266.8
                                                 -----         -----
Total current liabilities                      1,612.8         517.7
Long-term debt                                    21.5       1,139.9
Deferred revenue                                 155.9         178.2

Postretirement benefits and other long-term
liabilities                                      866.4         847.4
                                                 -----         -----
Total liabilities                              2,656.6       2,683.2
Stockholders' deficit                           (736.0)       (435.5)
                                                 -----         -----
Total liabilities and stockholders' deficit   $1,920.6      $2,247.7
                                              ========      ========

                       About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), the Company also has
offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea, Thailand and the United
Kingdom.

                          *     *     *

As reported by the Troubled Company Reporter on August 3, 2009,
American Axle may have to file for Chapter 11 bankruptcy
protection if it fails to reach a new accord with lenders, Detroit
Free Press said, citing analysts.  As reported by the TCR on
July 14, 2009, Reuters, citing people familiar with the matter,
said American Axle is working with law firm Shearman & Sterling as
it considers restructuring options, including filing for
bankruptcy.  American Axle said that its long-term relationship
with Shearman & Sterling, which has included work on securities
law and litigation, was broadened to include advice on
restructuring.

As reported by the TCR on June 11, 2009, Fitch Ratings said its
'CCC' issuer default ratings on American Axle & remain on Watch
Negative.

According to the TCR on May 14, 2009, Moody's Investors Service
lowered American Axle's Probability of Default Rating to Caa3 from
Caa1, and its Corporate Family Rating to Ca from Caa1.  In a
related action Moody's also lowered the rating on the Company's
secured bank credit facilities to Caa2 from B2, lowered the rating
on the unsecured guaranteed notes to Ca from Caa2, and lowered the
rating on the unsecured convertible notes to Ca from Caa2.  The
Speculative Grade Liquidity Rating was affirmed at SGL-4.  The
outlook is negative.


AMERICAN INT'L: Two Former Execs. Settle SEC Fraud Charges
----------------------------------------------------------
The Securities and Exchange Commission on August 6 charged former
American International Group Chairman and CEO Maurice "Hank"
Greenberg and former Vice Chairman and CFO Howard Smith for their
involvement in numerous improper accounting transactions that
inflated AIG's reported financial results between 2000 and 2005.
The SEC alleges that Greenberg and Smith are liable as control
persons for AIG's violations of the antifraud and other provisions
of the securities laws.  Mr. Smith also is charged with direct
violations of the antifraud and other provisions of the securities
laws.

The SEC alleges that Messrs. Greenberg and Smith were responsible
for material misstatements that enabled AIG to create the false
impression that the company consistently met or exceeded key
earnings and growth targets.  According to the SEC's complaint,
Greenberg publicly described AIG as the leader in the insurance
and financial services industry with a history of delivering
consistent double-digit growth.  However, AIG faced numerous
financial challenges under Greenberg's leadership that were
disguised through improper accounting.

Messrs. Greenberg and Smith agreed to settle the SEC's charges and
pay disgorgement and penalties totaling $15 million and $1.5
million, respectively.  The SEC previously charged AIG in 2006
with securities fraud and improper accounting, and the company
settled the charges by paying disgorgement of $700 million and a
penalty of $100 million, among other remedies.

"Corporate leaders cannot avoid the truth and consequences of
their companies' performance by using improper accounting gimmicks
and signing off on distorted financial reports," said Robert
Khuzami, Director of the SEC's Division of Enforcement. "Greenberg
and Smith oversaw various improper transactions that presented a
false financial picture and allowed AIG to claim success in
meeting its performance goals."

Andrew M. Calamari, Associate Director of the Commission's New
York Regional Office, added, "Executives who are responsible for
financial reporting and controls will be held accountable when
they or their companies orchestrate fraudulent transactions to
polish results and mask the truth from investors."

The SEC's complaint, filed in U.S. District Court for the Southern
District of New York, charges the defendants with responsibility
for the following improper accounting transactions:

    * Sham reinsurance transactions to make it appear that AIG had
      legitimately increased its general loss reserves.

    * A purported deal with an offshore shell entity to conceal
      multi-million dollar underwriting losses from AIG's auto-
      warranty insurance business.

    * Economically senseless round-trip transactions to report
      improper gains in investment income.

    * The purported sale of tax exempt municipal bonds owned by
      AIG's subsidiaries to trusts that AIG controlled in order to
      improperly recognize realized capital gains.

The SEC's complaint alleges that Mr. Greenberg knew about the
effects that certain improper transactions would have on AIG's
reported financial results, and along with Smith was responsible
for false and misleading public statements and material omissions
in quarterly reports that AIG filed in the second and third
quarters of 2002, and in related press releases and investor
conference calls. In 2005, AIG restated its prior accounting for
many transactions, including those that are the subject of the
charges in the SEC's complaint.

Without admitting or denying the SEC's allegations, Mr. Greenberg
has consented to a judgment enjoining him from violating the
antifraud provisions of the Exchange Act, and from controlling any
person who violates the reporting, books and records and internal
control provisions of the federal securities laws, and directing
him to pay a penalty of $7.5 million and disgorgement of $7.5
million.

Without admitting or denying the SEC's allegations, Mr. Smith has
consented to a judgment enjoining him from violating the antifraud
and other provision of the securities laws, and from controlling
any person who violates the reporting, books and records and
internal control provisions, directing him to pay a penalty of
$750,000 and disgorgement of $750,000, and prohibiting him from
acting as an officer or director of any public company for three
years.  Mr. Smith also consented to the entry of a Commission
order that will suspend him for five years from appearing or
practicing before the Commission as an accountant.

                   About American International

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 INT'L: Banks, Lawyers May Get $1-Bil for Work on Spinoffs
------------------------------------------------------------------
Liam Pleven and Aaron Lucchetti at The Wall Street Journal report
that Wall Street banks and lawyers who help manage and break apart
the American International Group could collect almost $1 billion
in fees from the Company and the Federal Reserve Bank of New York.

The Journal relates that the fees is part of the government's
multi-year plan to recoup the more than $100 billion in taxpayer
money it put at risk in bailing out AIG.  According to the report,
the plan requires hiring firms:

     -- to handle public offerings of some AIG units and outright
        sales of others,

     -- to manage some toxic AIG assets; and

     -- for other tasks.

Citing banking experts, The Journal states that Morgan Stanley is
among the biggest beneficiaries, earning about $10 million
assisting the Fed but could collect as much as $250 million from
various AIG-related deals.  The report says that these firms also
got assignments in recent months to help dismantle AIG:

     -- Goldman Sachs Group Inc.,
     -- Bank of America Corp., and
     -- J.P. Morgan Chase & Co.

The Journal notes that the actual fees could be higher or lower
than $1 billion, depending on:

     -- which deals AIG pursues,
     -- how those deals are structured,
     -- market conditions, and
     -- how successful the government is at extracting itself from
        its ownership stake, among other things.

According to The Journal, AIG is planning two IPOs of
multibillion-dollar insurance subsidiaries.  AIG is also
considering a third IPO, and is steadily selling off small units
with the assistance of investment banks, the report states.
Documents released by the Fed show that the fee pool for the three
IPOs could total $570 million.

The Journal states that AIG and the Fed are currently paying
BlackRock Inc. to manage more than $35 billion of the Company's
toxic assets.  AIG, according to the report, is preparing to offer
investors shares in a major Asian life insurance unit, American
International Assurance Co., early in 2010.

Banks could each get $45 million in fees, documents from the Fed
say.

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 INT'L: Harvey Golub to Succeed Edward Liddy as Chairman
----------------------------------------------------------------
American International Group, Inc.'s Board of Directors has
elected AIG Director Harvey Golub Non-Executive Chairman of the
Board.  Mr. Golub will assume his new role on August 10, 2009,
succeeding retiring Chairman and CEO Edward M. Liddy.

"Harvey Golub is one of the most experienced and respected
executives in the financial services industry today, known for his
leadership, integrity, and business acumen.  All of our
stakeholders will benefit from his commitment to AIG and our
enduring goal of ensuring we meet our obligations, including those
to taxpayers," Mr. Liddy said.

"Harvey is a terrific partner, and we are very much looking
forward to working together," said Robert Benmosche, who will
assume the role of President and Chief Executive Officer of AIG on
August 10.  "We have a tremendous opportunity to realize the true
value of AIG's many great businesses for the benefit of all of our
stakeholders, including clients, employees, and the U.S.
government."

"It is critical that we preserve and protect the value that has
been built over the course of decades in AIG, a unique global
franchise," Mr. Golub said.  "The entire board and I are committed
to working with Bob and the management team to deliver maximum
value to all of our stakeholders."

Mr. Golub, 70, was elected to the AIG Board of Directors in May
2009. Mr. Golub was Chairman and Chief Executive Officer of
American Express Company from 1993 to 2001.  Prior to joining
American Express in 1984, Mr. Golub was a senior Partner with
McKinsey & Co. Mr. Golub is the Non-Executive Chairman of
Ripplewood Holdings, a private equity firm based in New York.  He
is a member of the Board of Directors of Campbell Soup Company,
and formerly its Non-Executive Chairman.  Mr. Golub serves as Non-
Executive Chairman of the Board of Directors of The Reader's
Digest Association, and he is also a director of RHJ
International, a public investment company based in Belgium.

     AIG May Report Better-Than-Expected 2nd Quarter Results

Shara Tibken at The Wall Street Journal relates that AIG investors
could be hoping for better-than-expected second quarter 2009
results.  According to The Journal, several other factors
including the possible sale of the Company's ILFC aircraft leasing
unit and short covering could be contributing to the gains.

The Journal reports that AIG's shares rose as much as 70% on
Wednesday, amid a flurry of speculation ahead of its second-
quarter report on Friday.  The Journal quoted Standard & Poor's
equity analyst Catherine Seifert as saying, "We think the rise in
AIG's shares today [August 5] may be driven by investors' hopes
that when AIG reports Q2 results on August 7th, its balance sheet
may have recovered enough (amid tighter credit spreads) that there
is a positive book value."  Citing Ms. Seifert, the report says
that in the first quarter, AIG reported negative tangible common
equity of $336.62 a share.  Ms. Seifert said that still, AIG'S
financial situation is precarious.

Citing Motley Fool analyst James Early, The Journal states that
AIG could be gaining on "whisper estimates".  The report says that
Mr. Early hopes that the second-quarter could indicate corporate
credit help is better than the market was expecting.

Private-equity firms negotiating to purchase AIG's aircraft
leasing business are trying to raise money from sovereign wealth
funds to keep the deal on track, The New York Post relates.
Citing a source, The Journal states that the U.S. government may
increase its $5 billion guarantee of aircraft leasing debt to help
attract more investors.

AIG's stock could be responding to news that former MetLife Inc.
Chief Executive Officer Robert Benmosche -- who led the
transformation at Metlife that included taking the company public
-- will be its next CEO, The Journal reports, citing Morningstar
analyst Bill Bergman.  Dow Jones Newswires quoted Mr. Bergman as
saying, "The management change is something the market respects.
He's [Benmosche] got a lot of experience in dealing with large
organizations and complex organizational restructuring."

                  About American International

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

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

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

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


ANDREW DUNBAR: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Andrew C. Dunbar
        13010 Dane Valley Court
        Haymarket, VA 20169

Bankruptcy Case No.: 09-16281

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: Madeline A. Trainor, Esq.
                  Cyron & Miller, LLP
                  100 N. Pitt Street, Suite 200
                  Alexandria, VA 22314
                  Tel: (703) 299-0600
                  Fax: (703) 299-0603
                  Email: mtrainor@cyronmiller.com

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

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

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

             http://bankrupt.com/misc/vaeb09-16281.pdf

The petition was signed by Mr. Dunbar.


ANTHONY CRIBBIN: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Anthony P. Cribbin
        N6898 Lake Shore Drive
        Elkhorn, WI 53121

Bankruptcy Case No.: 09-31345

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: David K. Welch, Esq.
                  Crane, Heyman, Simon, Welch & Clar
                  135 S. LaSalle Street, #3705
                  Chicago, IL 60603-4297
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  Email: dwelch@craneheyman.com

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

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

A full-text copy of Mr. Cribbin's petition, including a list of
his 14 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/wieb09-31345.pdf

The petition was signed by Mr. Cribbin.


ARVINMERITOR INC: May Seek Waivers if Talks with New Lenders Fall
-----------------------------------------------------------------
ArvinMeritor Inc. reports that it was in compliance with the
covenants in its revolving credit facility as of June 28, 2009.
ArvinMeritor said stronger cash flow and improved regional cash
efficiencies in the third quarter allowed the company to reduce
usage of the revolver in the quarter by $145 million.

In addition, the Company has identified actions that should allow
it to meet its covenants at the September measurement date and is
working diligently to implement those actions.  These include
executing the sale of Wheels and replacing the U.S. accounts
receivable securitization program, as well as continued
improvements in working capital.

ArvinMeritor said it is in negotiations with potential lenders for
a replacement to its US securitization program.  Based on
discussions with those lenders and progress to date, the company
expects to complete a transaction in August 2009.

If the company is unable to complete these actions by the
September measurement date, it is likely that ArvinMeritor will
seek and obtain an amendment or waiver to its revolving credit
line agreement.

                        About ArvinMeritor

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a global
supplier of a broad range of integrated systems, modules and
components to the motor vehicle industry.  ArvinMeritor serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.  ArvinMeritor common stock is traded on the New
York Stock Exchange under the ticker symbol ARM.


ARVINMERITOR INC: Swings to $162 Million Net Loss for June 30 Qtr
-----------------------------------------------------------------
ArvinMeritor, Inc., reported financial results for its third
quarter ended June 30, 2009.

In the third quarter of fiscal year 2009, ArvinMeritor posted
sales of $993 million, down from $1.9 billion, or 47%, from the
same period last year (42% excluding effects of foreign currency).
This decrease in sales is due to significantly lower production
volumes in most original equipment markets globally.

Net loss for the three months ended June 30, 2009, was
$162 million, or $2.23 per diluted share, compared to net income
of $44 million or $0.60 per diluted share, in the third quarter of
fiscal year 2008.  Net loss includes losses from discontinued
operations of $134 million or $1.84 per diluted share, primarily
related to non-cash, after-tax charges of approximately
$90 million associated with the divestiture of several of the
company's chassis businesses.

For the nine months ended June 30, 2009, the Company posted a net
loss of $1.02 billion compared to a net income of $79 million a
year ago.

At June 30, 2009, the Company had $2.62 billion in total assets,
including $76 million in cash and cash equivalents.  At June 30,
the Company had these obligations:

     Short-term debt                   $109,000,000
     Accounts payable                  $671,000,000
     Other current liabilities         $453,000,000
     Liabilities of discontinued
       operations                       $87,000,000
     Long-term debt                  $1,235,000,000
     Retirement benefits               $617,000,000
     Other liabilities                 $301,000,000
     Minority interests                 $26,000,000

The Company swung to an $872 million in Shareowners' deficit from
$462 million Shareowners' equity at September 30, 2008.

Free cash flow was $73 million in the third quarter, an increase
of $211 million from the second fiscal quarter of this year.  This
increase is due to continued reductions in working capital levels,
primarily in accounts receivable and inventory.

                  Divestiture of Wheels Business

On August 4, 2009, ArvinMeritor entered into a purchase and sale
agreement to divest the entirety of its Wheels business --
previously a division of the company's LVS segment -- to Iochpe-
Maxion, S. A. (Buyer), a Brazilian producer of wheels and frames
for commercial vehicles, railway freight cars and castings.  The
base purchase price is $180 million; actual closing proceeds may
vary depending on taxes and the net cash or debt position of the
business at closing.

The closing and funding of the entire adjusted purchase price is
expected to be on or before September 23, 2009, prior to the end
of ArvinMeritor's fourth fiscal quarter.  The agreement also
requires certain true-up payments for working capital and other
miscellaneous adjustments, on a post-closing basis.

The completion of the transaction is subject to several
conditions, including the clearance or waiver of applicable
competition law waiting periods in the United States and Mexico,
and the fulfillment of Buyer's committed financing. The Buyer will
be pursuing corporate approvals, which are required under
Brazilian law.

                 Divestiture of Chassis Businesses

In the third quarter of fiscal year 2009, ArvinMeritor completed
the sale of its 51-percent stake in Gabriel de Venezuela,
substantially completed the sale of its Gabriel Ride Control
Products North America business and entered into a binding letter
of intent to sell its stake in Meritor Suspension Systems Company.
All of these businesses are included in the company's discontinued
operations for the third quarter.

The transactions largely complete the divestiture of Chassis
Systems, representing 72% of total Chassis revenue based on 2008
sales, including $117 million of pass-through sales, and 87% of
value-added sales.

The remaining Chassis businesses operate near breakeven and
primarily support the company's suspension module assembly
business which is expected to run-off over the next two years as
various vehicle programs come to a conclusion.

                         New Business Wins

During the third quarter, ArvinMeritor announced a long-term
supply agreement with Navistar.  Effective July 13, Meritor axles
are now in standard position on International(R) medium-duty
trucks and IC Bus(TM) brand school and commercial buses.  In
addition, ArvinMeritor gains additional standard axle positions on
International's heavy-duty trucks.

The company also completed a multi-year agreement with Daimler
Trucks North America this quarter for the supply of axles, brakes
and drivelines.

In Asia Pacific, ArvinMeritor signed a supply agreement with
Yutong Group Co., Ltd., the largest producer of high-end buses and
coaches in the China market, to supply drivetrain components for
buses and coaches in China.  Production under this agreement is
expected to begin at the end of calendar year 2009.

                              Outlook

While market conditions remain depressed in North America and
Europe, South America and Asia Pacific continue to show signs of
improvement.

For the fourth quarter of fiscal year 2009 (compared to the third
fiscal quarter of 2009), the company anticipates:

     -- Revenue to be slightly lower, due largely to seasonal
        Patterns;

     -- Loss per share, before special items, to be greater;

     -- Free cash flow, before factoring and restructuring, to be
        slightly negative;

     -- Total free cash flow to be negative

"While we anticipate market conditions will remain tough through
our fourth fiscal quarter, we are taking appropriate actions that
should help offset the impact and allow us to remain in compliance
with our year-end credit line financial covenant," said Chairman,
CEO and President Chip McClure.  "We will continue to proactively
manage working capital levels, execute key initiatives and reduce
costs, while at the same time positioning the company for a
recovery in our key markets."

                        About ArvinMeritor

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a global
supplier of a broad range of integrated systems, modules and
components to the motor vehicle industry.  ArvinMeritor serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.  ArvinMeritor common stock is traded on the New
York Stock Exchange under the ticker symbol ARM.


ASARCO LLC: Century Asks Parent to Produce Designee
----------------------------------------------------
Pursuant to Rule 37 of the Federal Rules of Civil Procedure,
Century Indemnity Company asks the Court to compel Asarco
Incorporated and Americas Mining Corporation to produce a
corporate designee in response to Century's notice of deposition.
Century filed its deposition request as successor to CCI
Insurance Company, as successor to Insurance Company of North
America, and as successor to CIGNA Specialty Insurance Company,
formerly California Union Insurance Company.

Prior to the Petition Date, Century issued insurance policies to
ASARCO LLC.  In November 2001, Century entered into a settlement
agreement with ASARCO pursuant to which Century agreed with
ASARCO and certain Subsidiary Debtors to the terms of certain
procedures for handling asbestos premises liability claims under
the Policies.  In November 2003, Century entered into a
settlement agreement with ASARCO, pursuant to which ASARCO and
certain Subsidiary Debtors released Century from some, but not
all, of Century's obligations to provide coverage under the
Policies.

Century has certain continuing contractual rights, and Debtors
have certain continuing contractual obligations, under the
Policies as modified by the Century Settlements.

Subsequently, in April 2007, certain Subsidiary Debtors commenced
an adversary proceeding against Century and other insurers
seeking to set aside the 2001 Century Settlement as a fraudulent
transfer and fraudulent conveyance.  In August 2007, ASARCO
commenced an adversary proceeding against Century.

Century believes that through the Adversary Proceedings, ASARCO
and certain Subsidiary Debtors seek to set aside certain releases
granted to Century in connection with the 2003 Century
Settlement, and reinstate any coverage obligations that Century
may have had under the Policies.

Service of the complaints in the Adversary Proceedings has been
abated until after confirmation of a plan of reorganization in
the Debtors' cases.  However, if the Debtors were to prevail in
their Action to avoid the 2003 Century Settlement, the Debtors
may have to repay the settlement amount paid by Century in
consideration of the releases contemplated in the 2003 Century
Settlement.  Accordingly, Century says it is not only a defendant
in the Adversary Proceedings, but also a creditor of the Debtors
with a claim that is contingent upon the outcome of the Adversary
Proceedings.

M. Forest Nelson, Esq., at Burt Barr & Associates, L.L.P., in
Dallas, Texas, notes that the Adversary Proceedings against
Century, as well as those against a number of other entities, are
referred to as "Avoidance Actions" in the plan of reorganization
submitted by the Parent for the Debtors.

On June 25, 2009, Century served ASARCO, the Parent and Harbinger
Capital Partners Master Fund I, Ltd. -- the Plan Proponents --
with notices of deposition under Rule 30(b)(6) of the Federal
Rules of Civil Procedure requesting that each designate a
corporate designee to provide testimony on three issues:

  (1) The calculation of amounts likely to be recovered in the
      Avoidance Actions;

  (2) The determination of any amounts that need to be placed in
      the Disputed Claims Reserve pursuant to the Plans
      submitted by the Plan Proponents, on account of claims
      arising under Section 502(h) of the Bankruptcy Code; and

  (3) The effect of potential Section 502(h) claims on the
      feasibility of the Plans.

Mr. Nelson asserts that the Rule 30(b)(6) Notices were narrowly-
drafted and were intended to avoid unnecessary motion practice.
In fact, he notes, the issues contained in the Rule 30(b)(6)
Notices mirrored the issues set forth in Century's objections to
the Parent's various disclosure statements accompanying the
Parent's Plan.

From June 25, 2009 to July 6, 2009, a number of parties,
including counsel for Century, the Debtors, the Parent and
Harbinger, participated in several conference calls to schedule
the multitude of depositions that had been sought in the request,
Mr. Nelson relates.  During those calls, ASARCO and Harbinger
advised Century of their respective corporate designees, who
would testify concerning the issues set forth in the Rule
30(b)(6) Notice.  The Parent, however, repeatedly indicated that
it had not yet selected its corporate designee and stated that
its corporate designee would be identified in the future.

At no point during any of the conference calls did the Parent
indicate that it would be objecting to Century's Rule 30(b)(6)
Notice, Mr. Nelson notes.  Thus, Century's counsel contacted the
Parent's counsel to identify its corporate designee.

On July 17, 2009, less than a week before the Parent's first
witness is scheduled to testify, the Parent served Century's
counsel with objections to the Rule 30(b)(6) Notice, Mr. Nelson
discloses.  He says that following receipt of the Parent's
objections, counsel for Century contacted the Parent's counsel by
phone and e-mail to attempt to resolve the Parent's objections.
Those communications, however, were not returned.

Mr. Nelson argues that the Parent's objections are entirely
baseless and amount to nothing more than boilerplate objections.
He points out that given the compact deposition schedule coupled
with the fact that the Parent received Century's Rule 30(b)(6)
Notice on June 25, 2009, the Parent's filing of objections less
than a week before its first witness is scheduled to testify is
untimely and should not be condoned by the Court.

                        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)


ASARCO LLC: Court OKs Reimbursement of SCC Bidders' Costs
---------------------------------------------------------
ASARCO LLC asked the U.S. Bankruptcy Court for the Southern
District of Texas to approve the reimbursement of all or a
portion of actual, documented due diligence expenses incurred by
certain bidders selected to proceed to the second phase of the
stalking-horse bidder selection process in connection with the
potential auction and potential sale of all or a portion of the
judgment entered on April 15, 2009, by the U.S. District Court
for the Southern District of Texas, Brownsville Division, in
favor of ASARCO, in the litigation against Americas Mining
Corporation relating to shares of Southern Peru Copper Company,
now known as Southern Copper Corporation.

In a brief supporting its request to approve the reimbursement of
expenses incurred by certain bidders in connection with the
potential auction and sale of all or a portion of the judgment
entered on April 15, 2009, by the U.S. District Court for the
Southern District of Texas, Brownsville Division, in favor of
ASARCO LLC, in the litigation against Americas Mining Corporation
relating to shares of Southern Peru Copper Company, now known as
Southern Copper Corporation, ASARCO tells Judge Schmidt that the
Official Committee of Unsecured Creditors, the Official Committee
of Asbestos Claimants, the Future Claims Representative, and the
Department of Justice, Environment & Natural Resources Division
have no objection to the request.

ASARCO contends that, among other things, payment of the Expense
Reimbursement to prospective and qualified bidders will not only
enhance the auction process and create more favorable conditions
for a successful auction, but will also insure maximum
participation in the auction process.

                         *     *     *

The Court grants the Reimbursement Request, and approves the
Expense Reimbursement in all respects.  The Court also allows
ASARCO to seal an exhibit on a summary of indicative offers and
an exhibit on the amounts of reimbursement funds in connection
with its Reimbursement Request.

After ASARCO has reached a decision as to the amount of the
Expense Reimbursement that each Qualified Bidder will receive,
but before the amount is distributed, Judge Schmidt directed
ASARCO's counsel to file under seal with the Court, and disclose
by e-mail the amount to the counsel for these notice parties:

  * Official Committee of Asbestos Claimants,
  * Future Claimants Representative,
  * Official Committee of Unsecured Creditors,
  * U.S. Trustee, and
  * U.S. Department of Justice, Environment & Natural Resources
    Division.

If, upon reviewing the sealed filing, the Court determines that a
hearing on the amount of the Expense Reimbursement to be
distributed to a certain Qualified Bidder is necessary, Judge
Schmidt held that it may, sua sponte and within 24 hours
following the applicable filing, set an emergency hearing on the
issue.

If any Notice Party determines that the amount of the Expense
Reimbursement to be distributed is not within the best interests
of the Debtors and their bankruptcy estates, then that Notice
Party will have 24 hours from receipt of e-mail notice
transmittal to file an objection with the Court.

If an objection is timely filed or if the Court sua sponte sets a
hearing on the amount of the Expense Reimbursement, Judge Schmidt
ruled that ASARCO will be stayed from distributing the applicable
Expense Reimbursement to the applicable Qualified Bidder until
(i) the Court approves the distribution, or (ii) ASARCO reaches
agreement with the objecting Notice Party.  Absent a timely filed
objection or a sua sponte hearing set by the Court, ASARCO may
distribute the applicable Expense Reimbursement to the applicable
Qualified Bidder without further Court order.

                        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)


ASARCO LLC: Proposes Settlement That Allows ASM Claims
------------------------------------------------------
ASARCO LLC asks the Court approve its stipulation with ASM
Capital, LP, ASM Capital II, LP, and ASM Capital III, LP,
regarding the partial allowance and partial disallowance of
claims purchased by ASM Capital.

After the Petition Date, ASM Capital entered into contracts to
purchase certain proofs of claim and claims previously scheduled
by ASARCO LLC in its schedule of assets and liabilities.

A list of the Purchased Claims can be obtained for free at:

http://bankrupt.com/misc/ASARCO_ASMPurchasedClaims_072809.pdf

As a result of negotiations between ASARCO and ASM Capital, the
parties have reached an agreement regarding the partial allowance
and partial disallowance of the Purchased Claims.  The parties
stipulate that:

  (a) Each of the Purchased Claims is allowed as a general
      unsecured claim in the amount listed as "Allowed Amount."
      All amounts asserted in any of the Purchased Claims in
      excess of the Allowed Amount, are hereby disallowed; and

  (b) The Allowed Amount will not be subject to further
      reduction, offset, setoff, reclassification or
      disallowance pursuant to Section 502(d) of the Bankruptcy
      Code.

                        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)


ATLANTIC LAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Atlantic Land Investment Group, LLC
        3743 US Hwy 93
        Golden Valley, AZ 86413

Bankruptcy Case No.: 09-18492

Chapter 11 Petition Date: August 4, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Mark J. Giunta, Esq.
                  Law Office of Mark J. Giunta
                  1413 N 3rd St
                  Phoenix, AZ 85004-1612
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  Email: mark.giunta@azbar.org

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

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

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

             http://bankrupt.com/misc/azb09-18492.pdf

The petition was signed by Pietro Cimino, manager of the Company.


BARNES HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Barnes Holdings 2 LLC
        40 S. Browadway, Suite 201
        Denver, CO 80209

Bankruptcy Case No.: 09-26004

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Eric A. Nunemaker, Esq.
                  12021 Pennsylvania St., Suite 202
                  Thornton, CO 80241
                  Tel: (303) 940-6400
                  Email: enunemaker@msn.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 Peter Barnes, manager of the Company.


BASHAS' INC: Seeks to Terminate 14 Arizona Store Leases
-------------------------------------------------------
Max Jarman at The Arizona Republic reports that Bashas' Inc. is
seeking to void leases at a Phoenix office building and at 14
shopping centers around the state of Arizona.

According to The Arizona Republic, the leases are costing Bashas'
millions of dollars per year.  They are for stores and office
space that Bashas' has vacated but continues to pay for, under
terms of the contacts, The Arizona Republic says.  The report
states that Bashas' continues to pay $420,000 per year on a closed
Food City store in San Luis.

The Arizona Republic relates that Bashas' has asked to break
leases at:

     -- the seven Bashas' and three Food City stores which it said
        last month it would close;

     -- two Food City stores, a Bashas' and a Sportsman's Fine
        Wines & Spirits store that closed earlier in the year;

     -- an office space at 2626 S. Seventh St. that it earlier
        Vacated; and

     -- leash with Newland Communities and Kitchell Development.

Bashas', says The Arizona Republic, was scheduled to open the
Estrella community's first supermarket in November 2009, but has
now asked the Court to terminate its lease with Newland
Communities and Kitchell Development.  The lease was for a store
under construction at Estrella Parkway and Elliot Road in
Goodyear, states that report.

The Arizona Republic quoted Bashas' spokesperson Kristy Nied as
saying, "Our plan in Chapter 11 is to concentrate on our existing
stores."

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BEAZER HOMES: Adopts Rights Plan to Preserve Use of NOLs
--------------------------------------------------------
The Board of Directors of Beazer Homes USA, Inc., adopted a
section 382 stockholder rights plan designed to protect
stockholder value by preserving the value of certain deferred tax
assets of the Company primarily associated with net operating loss
carryforwards under Section 382 of the Internal Revenue Code.

As disclosed in December 2008, the Company previously determined
that an "ownership change" under Section 382 occurred as of
December 31, 2007, and, as such, the Company's ability to utilize
certain of its net operating loss carryforwards and other tax
benefits would be limited in the future.  The Company's ability to
use its net operating losses and other tax benefits would be
further substantially limited by Section 382 if a subsequent
"ownership change" occurred.  Ownership changes under Section 382
generally relate to the cumulative change in ownership among
shareholders with more than a 5% ownership interest over a three
year period.  The Rights Plan was adopted to reduce the likelihood
of an unintended "ownership change" occurring as a result of
ordinary buying and selling of the Company's common shares.
Similar plans have been adopted by several homebuilding companies
over the past 12 months.

The Company believes the Rights Plan serves the interests of all
stockholders by attempting to protect the Company's ability to use
its deferred tax assets to offset tax liabilities in the future.
The Rights Plan was not adopted as an anti-takeover measure and
once the deferred tax assets have been substantially realized, the
Board of Directors intends to terminate the Rights Plan.

Under the Rights Plan, one right will be distributed for each
share of common stock of the Company outstanding as of the close
of business on August 10, 2009.  Under the Rights Plan, if any
person or group acquires 4.95% or more of the outstanding shares
of common stock of the Company without the approval of the Board
of Directors, there would be a triggering event causing
significant dilution in the ownership interest of such person or
group.  However, existing stockholders who currently own 4.95% or
more of the outstanding shares of common stock will trigger a
dilutive event only if they acquire additional shares.  The Rights
Plan may be terminated by the Board at any time, prior to the
Rights being triggered.

The Rights Plan will continue in effect until July 31, 2019,
unless it is terminated or redeemed earlier by the Board of
Directors.  The Company intends to seek shareholder approval of
the Rights Plan at its next annual meeting.  Failure to obtain
shareholder approval will result in termination of the Rights
Plan.

A full-text copy of Beazer's Form 8-K discussing the Rights Plan
is available at no charge at http://ResearchArchives.com/t/s?40c6

A full-text copy of the Rights Agreement is available at no charge
at http://ResearchArchives.com/t/s?40c7

                      About Beazer Homes USA

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Beazer Homes USA Inc. to 'CCC' from 'CCC+' due to a
large second-quarter net loss that further eroded shareholder
equity, raised the company's already-high leverage ratios, and
increased covenant pressures.  The outlook is negative.  S&P also
lowered its ratings on the company's senior unsecured notes to
'CCC-' from 'CCC'.  S&P's '5' recovery rating, indicating S&P's
expectation for a modest (10%-30%) recovery in the event of
default, is unchanged.  "Our rating actions follow a larger-than-
anticipated net loss during Beazer's second fiscal quarter, ended
March 31, 2009," said Standard & Poor's credit analyst James
Fielding.


BEAZER HOMES: Offers to Swap New Shares for Employee Options
------------------------------------------------------------
Beazer Homes USA, Inc., is offering to eligible employees the
opportunity to exchange their outstanding option awards to acquire
shares of the Company's common stock, par value $0.01 per share,
or stock-settled stock appreciation rights that have an exercise
price in excess of $26.00 per share, whether vested or unvested,
for new shares of restricted stock.

The Company's Board of Directors and executive officers are not
eligible to participate in the Exchange Program.  The stockholders
approved the Exchange Program at the 2008 annual meeting of
stockholders.

The Eligible Awards may be exchanged for shares of Restricted
Stock upon the terms and subject to the conditions set forth in
the Offer to Exchange Certain Outstanding Options and Stock-
Settled Stock Appreciation Rights for New Restricted Stock Awards,
dated August 4, 2009, and related documents.

Beazer Homes made available disclosure materials to eligible
employees (I) the Form of Memo to Eligible Holders of Options or
Stock-Settled Stock Appreciation Rights from Fred Fratto, titled
"Commencement of Stock Option and Stock-Settled Stock Appreciation
Rights Exchange Program," dated August 4, 2009, (II) the Form of
Confirmation Message of Receipt of Election or Withdrawal Form,
and (III) the Form of Reminder Messages.

An "eligible employee" refers to all employees of the Company or
its subsidiaries who remain employees through the date exchanged
Eligible Awards are cancelled.  Notwithstanding, the Company's
executive officers and members of the Company's board of
directors, in each case, as of the commencement of the offer, are
not eligible.

The offer and withdrawal rights will expire at 11:59 p.m., Eastern
Time, on August 31, 2009, unless the offer is extended.

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

               http://ResearchArchives.com/t/s?40c3

A full-text copy of the Offer to Exchange is available at no
charge at http://ResearchArchives.com/t/s?40c5

                      About Beazer Homes USA

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Beazer Homes USA Inc. to 'CCC' from 'CCC+' due to a
large second-quarter net loss that further eroded shareholder
equity, raised the company's already-high leverage ratios, and
increased covenant pressures.  The outlook is negative.  S&P also
lowered its ratings on the company's senior unsecured notes to
'CCC-' from 'CCC'.  S&P's '5' recovery rating, indicating S&P's
expectation for a modest (10%-30%) recovery in the event of
default, is unchanged.  "Our rating actions follow a larger-than-
anticipated net loss during Beazer's second fiscal quarter, ended
March 31, 2009," said Standard & Poor's credit analyst James
Fielding.


BERNARD MADOFF: Court OKs Ch. 11 Trustee's $14.7MM Legal Fees
-------------------------------------------------------------
Erik Larson at Bloomberg News reports that the U.S. Bankruptcy
Court for the Southern District of New York granted Irving H.
Picard, the trustee liquidating Bernard L. Madoff Investment
Securities LLC, approval of a $14.7 million bill for four months'
work by his law firm.  "Nothing has been shown that this trustee
is not acting in good fait," Bloomberg quoted Judge Burton
Lifland, as saying.  "Many of the objections are based on the
assumption that granting fees here affects the amount to be
distributed; that isn't the case."

As reported by the Troubled Company Reporter on August 5, 2009, a
group of victims of Bernard Madoff's fraud objected to the request
of the law firm of Mr. Picard, saying the fees are excessive.

Baker & Hostetler LLP, where Mr. Picard is a partner, has asked
the Court for $14.7 million in fees and $274,203 in expenses for
work done from December 15, 2008, to April 30, 2009.

The Trustee is in the process of marshalling BLMIS's assets, and
the liquidation of BLMIS' assets is well underway.  As of July 17,
Mr. Picard said he has recovered more than $1 billion in assets.
Mr. Picard has also commenced a number of lawsuits against former
investors to avoid and recover transfers made by Mr. Madoff to
investors during the past six years.

The Securities Investor Protection Corporation has paid each
victim of Mr. Madoff up to $500,000 each.  Any remaining claims
will be paid from the assets recovered by Mr. Picard.

                      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.


BILL HEARD: WARN Act Settlement Underpins Liquidating Plan
----------------------------------------------------------
Bill Heard Enterprises Inc. and its affiliates and the Official
Committee of Unsecured Creditors formed in the Debtors' Chapter 11
cases are co-proponents to a Chapter 11 plan of liquidation that
provides details on how assets of the estates will be distributed
to creditors.

Substantially all of the Debtors' assets have either been sold,
abandoned or otherwise repossessed by secured creditors.  The Plan
provides liquidation and conversion to Cash of the Debtors'
remaining Assets and the Distribution of the Net Proceeds realized
therefrom by a Liquidating Trustee, as chosen by the Committee, to
the Debtors' Creditors holding Allowed Claims in accordance with
the provisions established by the Bankruptcy Code.

The Plan, as amended, is built upon a settlement reached by the
Debtors with former employees who sued for alleged violations of
the WARN Act.  Substantive consolidation of all of the Debtors'
Estates was a fundamental aspect of the settlement agreement and
the subject of intense negotiations between all of the parties to
the agreement. The settlement provides each Holder of a Priority
WARN Act Claim will be treated under Class 2 of the Plan, and
Holders of Allowed Class 2 Claims, as a Class, will receive 67.5 %
of any such Distribution that the Holders of Allowed Class 2
Claims would be entitled to receive under section 507(a)(4) of the
Bankruptcy Code, with the remaining 32.5% of the Distribution to
be paid to Holders of Claims in Class 3 (Priority Benefit Claims,
Class 4 (Priority Deposit Claims), Class 5 (Priority Tax Claims),
and Class 7 (General Unsecured Claims).

Holders of wage claims in Class 1 will receive cash in an amount
equal to their allowed claims.  Holders of secured claims are
grouped in Class 6 and will receive proceeds from the collateral
securing their liens.  Holders of these claims are unimpaired.

The Court approved on August 4, 2009, the first amended disclosure
statement explaining the terms of the Liquidation Plan.  As a
result, the Company may now send the Plan to creditors for voting.
Holders of Claims in Classes 2, 3, 4, 5, and 7 are impaired and
may vote to accept or reject the Plan.

A blacklined copy of the disclosure statement amended July 31,
2009, is available for free at:

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

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- was one of the largest
dealers of Chevrolet in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection on Sept. 28, 2008
(Bankr. N.D. Ala. Lead Case No. 08-83028).  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  An official committee of unsecured
creditors has been appointed in the bankruptcy cases.  Kilpatrick
Stockton LLP represents the Committee.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $500 million and $1 billion each.


BISON CLUB: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bison Club, LLC
        10953 North Frank Lloyd Wright Blvd., #110
        Scottsdale, AZ 85259

Bankruptcy Case No.: 09-18500

Chapter 11 Petition Date: August 4, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

Total Assets: $9,120,556

Total Debts: $5,142,686

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

The petition was signed by Gary Martinson.


BOSCOV'S INC: HUD Approves Governor Rendell's Plan to Keep Jobs
---------------------------------------------------------------
Pennsylvania Governor Edward G. Rendell said the U.S. Department
of Housing and Urban Development has approved a plan he initiated
in November to help save 24 Boscov's department stores and the
jobs of its 5,000 employees in the state.

"This is great news for Pennsylvania, its people, communities and
one of our most respected businesses," said Governor Rendell of
HUD's decision to approve a $43.7 million loan to the retailer.
"Boscov's has been a cornerstone of many communities in
Pennsylvania since 1918.  Today, with 24 locations throughout the
state and more than 5,000 employees, they remain a significant
part our economy.

"To their credit, Al Boscov and his associates have worked
diligently to help preserve that presence and keep their workers
employed.  They've put tens of millions of dollars of their own
money on the line because they believe in this company and its
employees. Pennsylvania does, too, and that's why we worked so
hard to provide them with the help they needed to emerge from
bankruptcy."

In November, Governor Rendell announced that the commonwealth
would apply for a HUD Section 108 loan guarantee for $35 million
to help Boscov and his partners acquire the company and help it
emerge from bankruptcy proceedings.  The buyers also applied
$60 million in private equity and $200 million in conventional
bank loans towards the purchase.

"We are extremely grateful to Governor Rendell, who acted as a
catalyst to make this loan possible and Boscov's survival a
reality," said Boscov.  "This loan completed the financial package
necessary for us to purchase the company and save over 5,000 jobs
in Pennsylvania.  We appreciate that it's the loyalty of our
customers and our coworkers that's made it possible for us to
exceed our projections in a very tough economic environment, but
none of this would have been possible without Governor Rendell's
efforts.  We'll continue to work hard to bring the best possible
values to our customers."

Six counties approved the loan guarantee, including Butler, Blair,
Cambria, Lackawanna, Lebanon and Schuylkill, although the state
has committed to covering the loan should Boscov's default.

Boscov's has committed real estate and assets valued at more than
two times the amount being guaranteed by state and local loans, so
no county grant money would be at risk.

The loan guarantees from the six counties represent $35 million of
the $43.7 million approved by HUD; the remaining balance is from
similar guarantees from the cities of Scranton and Wilkes-Barre,
and Vineland, N.J.

The Rendell administration is committed to creating a first-rate
public education system, protecting our most vulnerable citizens
and continuing economic investment to support communities and
businesses.

                       About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No. 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $318.9 million against debt totaling
$412.8 million.  Secured creditors are owed $196.2 million.

On November 21, 2008, Judge Kevin Gross approved the sale of the
Debtors' assets to a family group led by former company chairman
Albert Boscov and former company executive Edwin Lakin.  The deal,
valued at $300 million, was completed in December.  Following the
sale Boscov's Inc., and Boscov's Department Store, LLC, revised
their corporate names to BSCV, Inc., and BSCV Department Store,
LLC.


BRSP LLC: Moody's Downgrades Rating on $290 Mil. Loan to 'B2'
-------------------------------------------------------------
Moody's has downgraded the rating of BRSP, LLC's $290 million
senior secured term loan to B2 from B1.  The outlook has been
revised to negative.  This concludes the review initiated on July
16 following the downgrade of CIT Group Inc. to B3.  CIT was
subsequently downgraded again to Ca.  BRSP's debt is directly
secured by payments under certain lessor notes issued as part of a
leveraged lease financing by the owner lessors (the OLs) of two
natural gas power generation projects located in South Carolina
and Arizona.  CIT is the owner of both BRSP as well as the OLs
through their immediate parents, the owner participants (the OPs).

In Moody's opinion, BRSP's lenders benefit from a relatively high
degree of protection from a potential CIT bankruptcy, but they are
not entirely insulated.  The downgrade reflects the increased
uncertainty facing lenders as a result of CIT's financial
deterioration.  Though the structure of the transaction creates a
strong disincentive for CIT to pull BRSP into a bankruptcy filing
under most circumstances, the absence of ring-fencing at the
borrower means that a default due to a voluntary bankruptcy of the
borrower remains possible.  Even if this were to occur, however,
the comprehensive security arrangements should help ensure that
lenders receive high recovery.  Nevertheless, the negative outlook
considers that BRSP's rating could be downgraded further if CIT is
forced to file for bankruptcy and elects to bring BRSP into the
bankruptcy filing with it.

BRSP itself is not bankruptcy-remote and as such, there is nothing
directly preventing CIT from pulling it into a bankruptcy filing.
However, if it were to do so, it would stand to lose its interests
in the underlying collateral.  Moody's notes that in addition to a
lien on the lessor notes, the term loan is also secured by pledges
of the equity interests in both BRSP and the OLs.  In addition,
the OPs are guarantors of the debt and have pledged their rights
to any dividends to the lenders.  The lessor notes themselves are
secured by lease payments from subsidiaries of Calpine Corporation
(which lease payments are guaranteed by Calpine, B2 CFR) that
lease the Broad River and South Point generating stations
respectively from the owner lessors, as well as liens on the owner
lessors' aggregate 100% undivided interests in the assets
themselves.

If CIT were to file BRSP, it is Moody's understanding that BRSP's
lenders should be able to foreclose on the equity in the OLs
assuming that CIT is unable to file the OPs as well.  This would
provide lenders ownership of the OL's rights to the leases and
their interests in the facilities themselves.  As a result, while
CIT could seek to file BRSP as part of a "file everything"
strategy to facilitate the sale of the entire company or a
substantial portion of its assets, it would likely need the prior
consent of BRSP's lenders to prevent them from seeking recourse
against the OPs.  Nevertheless, this would likely be deemed a
default according to Moody's.

Moody's understands that each of the OPs and OLs has an
independent lessor manager whose written consent is necessary for
a voluntary bankruptcy filing and that the lessor managers are
directed to consider the interests of the LLCs, including their
respective creditors, in determining whether to give such consent.
This should make it more difficult for CIT to bring these entities
into a bankruptcy filing.  If lenders were to threaten to
foreclose on their collateral, however, the lessor managers could
potentially deem a bankruptcy filing to be in the best interests
of the LLCs.  Furthemore, while BRSP's lenders benefit from a
guarantee from the OPs, Moody's note that they are not direct
creditors of the OPs themselves.

The last rating action on BRSP was on July 16, 2009, when the B1
rating was placed under review for possible downgrade.

BRSP's rating was assigned by evaluating factors believed to be
relevant to the credit profile of the issuer.  These attributes
were compared against other issuers both within and outside of
BRSP's core peer group and BRSP's rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

BRSP is a single purpose entity indirectly owned by CIT Group,
Inc., that was created solely to finance the acquisition of
certain lessor notes that secure its debt.


BUCKEYE TECHNOLOGIES: Moody's Lifts Corp. Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Buckeye Technologies Inc. to Ba3
from B1.  Concurrently, the rating on the senior unsecured notes
was raised to B1 from B2.  This action concludes the review for
possible upgrade initiated on July 2, 2009, subsequent to
Buckeye's announcement that it called for redemption prior to
maturity the $110 million of 8% senior subordinated notes due
2010.  The 2010 notes were redeemed in full on July 31, 2009,
using revolver availability and cash on hand.

The ratings upgrade to Ba3 acknowledges the lower level of
outstanding debt in Buckeye's capital structure post-redemption.
Total debt has been reduced by approximately $87 million since
June 30, 2008, albeit about $38 million was due to funds received
from the alternative fuel mixture credit.  Still, management has a
consistent track record of debt reduction over the past several
years and Moody's expects financial leverage and interest coverage
measures to be sustained near current levels, which are solid for
the Ba3 rating category.  While demand continues to be weak for
Buckeye's specialty fibers sold to the automotive and consumer
durables end markets, consolidated results have benefited from the
relative stability in demand for non-woven products sold to
consumer disposables end markets (such as diapers and feminine
hygiene).

Buckeye's liquidity profile is projected to remain good over the
near term despite having used the revolver to fund the notes
redemption.  At August 4, 2009, Buckeye reported $107 million
outstanding and $88 million of availability on the $200 million
senior secured revolver (unrated by Moody's), plus about
$20 million in cash.  Moody's expects revolver availability will
increase over the next year as free cash flow is used to further
reduce debt.

Moody's upgraded these ratings:

* Corporate Family Rating -- to Ba3 from B1

* Probability of Default Rating -- to Ba3 from B1

* $200 million senior unsecured notes due 2013 -- to B1 (LGD5,
  76%) from B2 (LGD4, 62%)

This rating has been withdrawn due to repayment:

* $110 million senior subordinated notes -- B3 (LGD6, 91%)

The outlook is stable.

Buckeye Technologies Inc., headquartered in Memphis, Tennessee, is
a producer of specialty fibers and non-woven materials sold to
makers of consumer and industrial goods.  The company is publicly
held and generated revenues of $755 million in the fiscal year
ended June 30, 2009.


CANWEST GLOBAL: Canwest LP Ceases Payments under 9.25% Sub Notes
----------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary, Canwest
Limited Partnership, will not make the August 1, 2009 payment of
interest of roughly US$18.5 million on its outstanding 9.25%
senior subordinated notes due 2015.  Under the terms of the notes,
the noteholders will not be in a position to demand payment of the
roughly US$400 million principal amount of outstanding notes prior
to September 1, 2009.

The non-payment of interest will provide the Limited Partnership
with the ability to continue to operate its business in the
ordinary course, as it works to effect a restructuring
transaction.  Management of the Limited Partnership is in
discussions with its senior lenders regarding the current
financial circumstances of the Limited Partnership.

The Limited Partnership owns and operates 12 major daily
newspapers, 26 community newspapers, more than 80 online
operations as well as other publications and national services.
It does not include the National Post newspaper or its related
online operations.

                       About Canwest Global

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

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

                         *     *     *

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

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


CANWEST GLOBAL: Ten Holdings Closes Institutional Equity Offering
-----------------------------------------------------------------
Canwest Global Communications Corp. said Ten Network Holdings
Limited has confirmed it has successfully completed an
institutional placement of 120 million shares, raising
A$138 million at an issue price of A$1.15 per share.

The placement was significantly over-subscribed with strong
support from new and existing institutional shareholders.
Settlement is scheduled to take place on August 10, 2009.

"We are very pleased with the support investors have shown in the
placement," Ten Holdings executive chairman Nick Falloon said.
"The capital raised will be used to pay down debt and enhance
balance sheet flexibility."

In a prior statement, Canwest said the bookbuild to place
120 million new shares will be conducted at a price of A$1.15 per
share -- representing an 8.4% discount to Ten Holding's closing
price on August 3, 2009.  Ten Holdings provided an update on
business performance, confirming all earnings guidance provided at
the time of its third quarter 2009 results announcement and
reiterating previous guidance that it will be within the
requirements of its banking covenants at the end of the financial
year on August 31, 2009.

Macquarie Capital Advisers Limited acted as the sole book-runner,
lead manager and underwriter to the placement.  The equity
offering represented approximately 13% of Ten Holdings' total pre-
issuance shares.  Its completion reduces Canwest's ownership stake
of Ten Holdings from approximately 57% to slightly more than 50%.

                       About Canwest Global

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

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

                         *     *     *

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

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


CANWEST LIMITED: S&P Downgrades Rating on $400 Mil. Notes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Toronto-based newspaper publisher Canwest Limited Partnership's
US$400 million 9.25% senior subordinated notes due 2015 to 'D'
(default) from 'C'.  The recovery rating on the debt obligation is
unchanged at '6', indicating S&P's opinion as to an expectation of
negligible (0%-10%) recovery in the event of a payment default.

"The downgrade follows Canwest LP's nonpayment of US$18.5 million
in interest expense due Aug. 1, 2009, on its US$400 million senior
subordinated notes," said Standard & Poor's credit analyst Don
Marleau.  "In the unlikely event that the company makes the
payment within the cure period, S&P could raise the rating," Mr.
Marleau added.

On May 29, S&P lowered the corporate credit rating on Canwest LP,
the senior secured debt rating, and the debt rating on the
company's C$75 million subordinated credit facility to 'D' due to
nonpayment of C$10 million in principal and interest expense.  The
failure to make these payments constituted an event of default
under Canwest LP's credit agreement and its C$75 million senior
subordinated credit facility.

Both Canwest LP and Canwest LP's parent company Canwest Media Inc.
(D/--/--) are in discussions with lenders to complete
recapitalizations of their respective businesses.


CANWEST MEDIA: DBRS Reviews Ratings Due to Missed Interest Payment
------------------------------------------------------------------
DBRS has noted that Canwest Limited Partnership (Canwest LP or the
Company) did not make its August 1, 2009, interest payment
(approximately US$18.5 million) on its US$400 million 9.25% Senior
Subordinated Notes due 2015 (the Notes).  Canwest LP is a wholly
owned subsidiary of Canwest Media Inc.  By not making this
payment, Canwest LP has initiated a 30-day cure period during
which the Noteholders cannot demand immediate payment.  The
current C (low) rating on the Notes is Under Review with Negative
Implications, as are the Company's C Issuer Rating and its C
(high) Secured Bank Debt rating.

DBRS believes that Canwest LP did not make this interest payment
on the Notes to preserve its liquidity to allow it to continue to
operate its newspaper businesses normally while it pursues a
recapitalization transaction.  DBRS expects Canwest LP to discuss
the recapitalization with Noteholders before the cure period
expires on September 1, 2009.  If this interest payment is not
made on or before September 1, 2009, the rating on the Notes would
likely be downgraded to D.

Separately, DBRS notes that in July 2009, Canwest LP stated it was
not in compliance with its financial covenants for the quarter
ended May 31, 2009, and has not made interest payments on its
secured credit facility.  As a result, Canwest LP does not have
the ability to make additional drawings under its credit
facilities. The Company is currently in discussions with its
senior lenders regarding a recapitalization transaction.

DBRS expects its ratings of Canwest LP's debt will be downgraded
to D (indicating a default) at the earlier of (1) the expiry of
the cure period without the payment of interest, (2) a formalized
recapitalization plan where principal and interest obligations are
compromised and/or (3) the initiation of a formal bankruptcy
proceeding.


CAPITAL GROWTH: ACF Resets Covenants Under $8.5MM Loan Facility
---------------------------------------------------------------
Capital Growth Systems, Inc., entered into a series of
transactions as of July 31, 2009, related to amendment of its
existing financing and the funding of additional financing.

The transactions are comprised of:

     (i) entry into a Second Amendment and Waiver Agreement
         with its senior secured lender, ACF CGS, L.L.C., as Agent
         for itself and other lenders with respect to $8,500,000
         of senior secured financing, restoring the loan to good
         standing and setting adjusted covenants and other terms
         and conditions;

    (ii) issuance of $7,000,000 of principal amount of original
         issue discount convertible senior secured debentures,
         representing the funding of $4,000,000 of subscription
         amount and $3,000,000 of original issue discount added
         to principal, coupled with warrants to purchase up to
         12,500,000 shares of Common Stock, all exercisable or
         convertible at $0.24 per share, subject to adjustment,
         and with an adjustment to the exercise price on up to
         $15,000,000 of existing debentures; the purchase
         agreement for the July Units provides for the issuance of
         up to an additional $2,000,000 of cash subscription
         amount of July Units (representing up to an additional
         $3,500,000 of principal amount of July Debentures
         inclusive of the OID factor and July Warrants to purchase
         up to an additional 6,250,000 shares of Common Stock), to
         be funded to the extent of the shortfall of collection by
         the Company of at least $2,000,000 by August 31, 2009 of
         certain designated receivables or contract amounts; and

   (iii) authorization for the issuance of up to $4,125,000 of
         secured convertible original issue discount debentures
         to certain creditors of the Company in exchange for
         release of up to $2,500,000 of obligations to such
         creditors (with the debentures to contain an OID factor
         of up to $1,6250,000), and coupled with warrants to
         purchase up to 12,890,625 shares of Common Stock,
         all exercisable or convertible at $0.24 per share,
         subject to adjustment.

The Second Amendment and Waiver Agreement reset these financial
covenants of the Company:

     (i) minimum EBITDA test;
    (ii) minimum monthly recurring circuit revenue test;
   (iii) minimum monthly recurring circuit margin test; and
    (iv) minimum cash balances.

The Second Amendment requires that 50% of "Excess Cash Flow" as
defined in the Senior Loan Agreement be paid over to the Senior
Lenders as a prepayment of principal and permits the payment of up
to 25% of Excess Cash Flow, commencing with respect to the quarter
ended December 31, 2009 (to be computed following the end of the
applicable quarter) toward satisfaction of debt service with
respect to the Prior Debentures, July Debentures, and VPP
Debentures, provided the Company is in compliance with its
remaining obligations with respect to the Senior Loan Agreement.
The definition of "Permitted Indebtedness" was expanded to permit
the borrowings by the Company with respect to the July Debentures
and the VPP Debentures.  In addition, the Second Amendment
required that mandatory reductions of principal be made on the
Senior Loan in the amount of $100,000 per month starting in
January 2010, increasing to $150,000 per month in April 2010, and
$200,000 per month in July 2010 through October 2010.  It also
reduced the permitted amount of capital expenditures of the
Company.

The Second Amendment increased the reporting requirements of the
Company, including the requirement to provide a weekly rolling
cash forecast, periodic updates of cash disbursements pursuant to
a vendor payment plan, a VPP budget that must be established and
maintained to manage the pay down of past due accounts payable
from certain vendors, and periodic updates to the VPP budget,
together with consent to the sublease of a portion of the
Company's office space at its 200 S. Wacker Drive location in
Chicago, IL, by October 31, 2009.

A new covenant was established to not deviate by more than 15%
from the VPP disbursements scheduled from the budget without the
Senior Lender's consent, and subject to the right to certain
deviations associated with the funding of costs associated with
growth of the Company's business.  The Second Amendment requires
the retention of a consultant satisfactory to the Senior Lenders
to monitor compliance with the Company's financial and reporting
requirements, and in the event of breach of any of the covenants,
an increased role for the consultant, subject to reduction to
monitoring following return to compliance with the covenants in
question.

In connection with the Forbearance Agreement, the Company had made
a deposit of $1,000,000 with the Senior Lenders, which is to be
held until August 31, 2009 by the Senior Lenders, according to the
Second Amendment.  The Company has provided to the Senior Lenders
a list of certain anticipated non-recurring cash collections to be
made prior to that date, which exceeds $2,000,000 of potential
collections.  The Second Amendment requires the Company to cause
the holders of the July Debentures to fund (by purchasing
additional July Units) the amount, if any, that Designated
Collections fall short of $2,000,000 by August 31, 2009.  In the
event that the Designated Collections or July Debenture fundings
total at least $2,000,000 by August 31, 2009, then the Deposit is
to be returned to the Company by the Senior Lenders; otherwise,
the Deposit is to be applied by the Senior Lenders toward
reduction of the Senior Loan indebtedness.

The Second Amendment required the establishment of two new
intercreditor agreements (i) one with the Company, its
subsidiaries, Aequitas Capital Management, Inc., and the
purchasers of the July Units; and (ii) one with the Company, its
subsidiaries, Aequitas, and the purchasers of the VPP Debentures.
Each of these intercreditor agreements requires a subordination of
the respective debentures to repayment in full of the Senior Loan,
but permits payment of up to 25% of Excess Cash Flow in the
aggregate (subject to certain other limitations contained in the
agreements) to the holders of all of the Company's debentures,
provided the Company is not in default with respect to any of its
obligations to the Senior Lenders.  There is also a provision that
blocks the holders of the July Debentures and the VPP Debentures
from taking enforcement action for a period of one hundred and
eighty days following a declaration of default by any of them with
respect to any of their debentures.

As of June 30, 2009, the Company had (i) $15,798,707 of
outstanding principal amount (or $27,610,911 at maturity) of
secured convertible debentures issued in exchange for the
debentures issued in connection with the Company's original
March 11, 2008 convertible debenture financing, maturing March 11,
2015; and (ii) $9,025,000 of outstanding principal amount (or
$14,891,250 at maturity) of secured convertible debentures issued
on November 20, 2008, maturing November 20, 2015.  The Prior
Debentures are convertible into Common Stock at $0.24 per share,
subject to adjustment to the effective price per share of any
subsequent issuance of Common Stock or other securities of the
Company convertible into Common Stock or with rights exercisable
for Common Stock with an effective price per share of below $0.24
per share, exclusive of "Exempt Issuances".  The Prior Debentures
were coupled with warrants -- which presently constitute warrants
to purchase up to 57,791,667 shares of Common Stock at $0.24 per
share with respect to the March Debentures and 28,203,125 shares
of Common Stock with respect to the November Debentures, subject
to adjustment in a manner comparable to the Prior Debentures (and
a corresponding increase in the number of shares purchasable
thereunder so that the aggregate exercise price times share
purchase is the same).

A full-text copy of the Company's Disclosure on Form 8-K filed
with the Securities and Exchange Commission is available at no
charge at http://ResearchArchives.com/t/s?40e2

The Company also delivered to the SEC copies of documents related
to the different transactions.

A full-text copy of the First Amendment to Senior Loan Agreement
is available at no charge at:

               http://ResearchArchives.com/t/s?40e3

A full-text copy of the Second Amendment to Senior Loan Agreement
is available at no charge at:

               http://ResearchArchives.com/t/s?40e4

A full-text copy of the Senior Lender July Purchasers
Intercreditor Agreement is available at no charge at:

               http://ResearchArchives.com/t/s?40e5

A full-text copy of the Senior Lender VPP Intercreditor Agreement
is available at no charge at:

               http://ResearchArchives.com/t/s?40e6

A full-text copy of the July Securities Purchase Agreement is
available at no charge at:

               http://ResearchArchives.com/t/s?40e7

A full-text copy of the Form of July Debenture is available at no
charge at:

               http://ResearchArchives.com/t/s?40e8

A full-text copy of the Form of July Warrant is available at no
charge at:

               http://ResearchArchives.com/t/s?40e9

A full-text copy of the July Security Agreement is available at no
charge at:

               http://ResearchArchives.com/t/s?40ea

A full-text copy of the July Subsidiary Guarantee is available at
no charge at:

              http://ResearchArchives.com/t/s?40eb

A full-text copy of the Consent, Waiver, and Amendment Agreement
is available at no charge at:

              http://ResearchArchives.com/t/s?40ec

A full-text copy of the Junior Lender Intercreditor Agreement is
available at no charge at:

              http://ResearchArchives.com/t/s?40ed

A full-text copy of the VPP Securities Purchase Agreement is
available at no charge at:

              http://ResearchArchives.com/t/s?40ee

A full-text copy of the Form of VPP Debenture is available at no
charge at:

              http://ResearchArchives.com/t/s?40ef

A full-text copy of the Form of VPP Warrant is available at no
charge at:

              http://ResearchArchives.com/t/s?40f0

A full-text copy of the VPP Security Agreement is available at no
charge at:

              http://ResearchArchives.com/t/s?40f1

A full-text copy of the VPP Subsidiary Guarantee is available at
no charge at:

               http://ResearchArchives.com/t/s?40f2

                   About Capital Growth Systems

Based in Chicago, Illinois, Capital Growth Systems Inc. (OTC BB:
CGSY) doing business as Global Capacity Group Inc., delivers
telecom integration services to systems integrators,
telecommunications companies, and enterprise customers worldwide.
It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The Company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.


CARIS LANDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Caris Landings By The Sea, LLC
        29 Saco Avenue
        Old Orchard Beach, ME 04064

Bankruptcy Case No.: 09-21208

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  Email: bankruptcy@mcm-law.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 Dennis Caris, manager of the Company.


CARLOS RODRIGUEZ: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Carlos Beltran-Rodriguez
               Ines Gonzalez-Rosado
               Port Road #39
               Palmas Del Mar
               Humacao, PR 00791

Case No.: 09-06437

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Lorenzo J. Palomares-Starbuck, Esq.
                  Lorenzo Palomares P.S.C.
                  421 Ave. Munoz Rivera
                  Midtown Bld, Penthouse 1001
                  San Juan, PR 00918
                  Tel: (787) 753-7441
                  Fax: (787) 622-2540
                  Email: palolaw2@gmail.com

Total Assets: $36,676,000

Total Debts: $21,904,636

The petition was signed by the Joint Debtors.

Debtors' List of 18 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Western Bank                   mortgage loan          $8,177,280
269 Ave Ponce De Leon                                 Collateral:
San Juan, PR 00917                                    $0
                                                      Unsecured:
                                                      $8,177,280

Departamento De Hacienda PR    unsecure loan          $3,200,000
Sec. De Quiebras Ofic. 424-B
PO Box 9024140
San Juan, PR 00902-4140

Toral Petroleum Corp           unsecure loan          $1,378,854
KM 8 3 Rr 2
Bayamon, PR 00959

Banco Popular Puerto Rico      mortgage loan          $339,256
Popular Center                                        Collateral:
209 Ave Munoz Rivera                                  $0
San Juan, PR 00918                                    Unsecured:
                                                      $339,256

Euro Bank                      unsecure loan          $263,145
Ave Munoz Rivera # 270                                Collateral:
San Juan, PR 00918                                    $00
                                                      Unsecured:
                                                      $263,145

Western Bank                   mortgage loan          $220,000
                                                      Collateral:
                                                      $0
                                                      Unsecured:
                                                      $220,000

Banco Popular Puerto Rico      unsecure loan          $209,711

Banco Popular Puerto Rico      mortgage loan          $151,000

Banco Popular Puerto Rico      unsecure loan          $150,000

Visa                                                  $150,000

Interal Revenue Service                               $145,000

Banco Popular Puerto Rico      unsecure loan          $110,000

Banco Popular Puerto Rico      unsecure loan          $109,000
Popular Center                                        Collateral:
209 Ave Munoz Rivera                                  $0
San Juan, PR 00918                                    Unsecured:
                                                      $109,000

Banco Popular Puerto Rico      mortgage loan          $3,085,772
Popular Center                                        Collateral:
209 Ave Munoz Rivera                                  $3,000,000
San Juan, PR 00918                                    Unsecured:
                                                      $85,772

Banco Popular Puerto Rico      unsecure loan          $41,741

Crim                           unsecure loan          $30,614

Crim                                                  $3,706

Crim                                                  $549


CATHAY GENERAL: Fitch Downgrades Issuer Default Rating to 'BB'
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Cathay General Bancorp
and its bank subsidiary, Cathay Bank, and has removed the ratings
from Rating Watch Negative; placed on May 28, 2009.  The Rating
Outlook is Negative.

Fitch has taken these rating actions:

Cathay General Bancorp

  -- Long-term Issuer Default Rating downgraded to 'BB' from
     'BBB-';

  -- Short-term IDR downgraded to 'B' from 'F3';

  -- Preferred stock downgraded to 'B+' to 'BB+';

  -- Individual downgraded to 'C/D' from 'C';

  -- Support affirmed at '5';

  -- Support floor affirmed at 'NF'.

Cathay Bank

  -- Long-term IDR downgraded to 'BB' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Long-term deposits to 'BB+' from 'BBB';
  -- Short-term deposits to 'B' from 'F2';
  -- Individual to 'C/D' from 'C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

The downgrade of CATY's ratings reflects the current level of
credit deterioration, which has begun to cause CATY to generate
losses, as well as Fitch's expectation of additional credit
pressure given the composition and concentrations in CATY's loan
book.  CATY's portfolio is highly concentrated in commercial real
estate, the majority of which is located in California.  Further,
considering that CATY's earnings are predominately spread driven,
the increased level of non-performing assets will continue to
hamper net interest income, thus limiting the company's revenue
generating capabilities.  As such, Fitch believes the company will
operate at a loss for 2009 and it will likely be difficult for the
company to return to profitability in 2010.

While the company has generally managed its credit risk well and
earnings performance has held up relatively well through the
current credit cycle, Fitch believes there is significant risk of
meaningful erosion in CATY's portfolio that could weaken the
company's capital and reserve base.  Fitch's belief in this regard
not only drove the downgrade of the ratings, but also the Negative
Outlook, which reflects Fitch's concern that given CATY's
concentration in commercial real estate, the loan portfolio could
generate losses beyond Fitch's current assumptions.

CATY's ratings are underpinned by its sound capital base, as well
as by its well-established franchise among the Asian communities
it serves, providing a stable core funding base.  Conversely,
concentration risk and limited earnings diversity remain rating
constraints.

Cathay General Bancorp is an $11.4 billion bank holding company
headquartered in Los Angeles, CA and focuses on the Asian banking
market in its geographic footprint.  CATY has expanded in the
Asian-American communities across the country with a presence in
New York, Washington State, Texas, Chicago, New Jersey and
Massachusetts.


CHADRON GUTSCHOW: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Chadron Lyle Gutschow
           aka Chad Gutschow
           dba Chad Gutschow Auto Group, LLC
        980 County Rd W Lot S1117
        Fremont, NE 68025

Bankruptcy Case No.: 09-82064

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: David Grant Hicks, Esq.
                  Pollak & Hicks PC
                  6910 Pacific St., #216
                  Omaha, NE 68106
                  Tel: (402) 345-1717
                  Email: dhickslaw@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 Mr. Gutschow 's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/neb09-82064.pdf

The petition was signed by Mr. Gutschow.


CHARLES MILLINGTON: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Charles William Millington
               Charlotte Jane Millington
               1018 E Roanoke St
               Seattle, WA 98102

Bankruptcy Case No.: 09-17845

Chapter 11 Petition Date: August 4, 2009

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

Judge: Samuel J. Steiner

Debtors' Counsel: Cynthia A. Kuno, Esq.
                  Crocker Kuno PLLC
                  720 Olive Wy, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894
                  Email: ckuno@crockerkuno.com

Total Assets: $2,124,873

Total Debts: $2,899,897

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

           http://bankrupt.com/misc/wawb09-17845.pdf

The petition was signed by the Joint Debtors.


CHEMTURA CORP: Courts Approves Contributions to Foreign Units
-------------------------------------------------------------
Chemtura Corp. obtained approval from the Bankruptcy Court to make
intercompany loans or capital contributions to their non-Debtor
foreign subsidiaries up to the limitations set under Amendment No.
2 to the DIP Credit Facility.  The Debtors also ask the Court to
determine whether the DIP Lenders will derive a benefit from the
capital contribution sought to be made by the Debtors.

The Debtors relate that as of the end of June 2009, they have
made intercompany loans, totaling $450,000, to the Foreign
Subsidiaries.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Foreign Subsidiaries represent a significant
element of the Debtors' enterprise value and the success of the
Debtors' restructuring efforts is closely tied to the fate of the
Foreign Subsidiaries.  He notes that of the Debtors' $3.5 billion
in net sales in 2008, approximately 52% are attributable to
customers located outside of the United States; 32% to customers
in Europe and Africa; 15% to customers in Asia Pacific; and 5% to
customers in Latin America.

Mr. Cieri notes that the Debtors are currently seeking approval
of an Amendment No. 2 to their DIP Credit Facility, which among
other things provide greater flexibility to the Debtors' ability
to provide critical funding to the Foreign Subsidiaries by
allowing $10 million of the $40 million foreign investment basket
to be made as equity advances, rather than loans.

The Debtors thus seek Court authorization to utilize the further
modified Foreign Investment Basket to the extent necessary to
access intercompany loans to meet immediate and urgent liquidity
needs of the Foreign Subsidiaries or to make capital
contributions to ensure that the Foreign Subsidiaries are
adequately capitalized to be permitted to operate under
applicable non-U.S. law.

According to Mr. Cieri, the Foreign Subsidiaries continue to
experience liquidity needs and therefore, the modifications to
the Foreign Investment Basket provide a valuable benefit to the
Debtors.  He adds that not only do some Foreign Subsidiaries
continue to require access to liquidity, but in some instances a
Foreign Subsidiary's needs must be met in the form of contributed
capital rather than debt in order to comply with applicable non-
U.S. law.

In order to balance the Debtors' need to access the Foreign
Investment Basket and the interest of the Official Committee of
Unsecured Creditors in monitoring its use, the Debtors propose
these uniform procedures and limitations to govern capital
contributions to be made to the Foreign Subsidiaries:

  a. The Debtors will be authorized to make a capital
     contribution to a Foreign Subsidiary without further order
     of the Court up to an amount aggregating $2 million.

  b. For each Foreign Subsidiary in which the Debtors' Capital
     Contribution will exceed $2 million, the Debtors will
     provide the Committee with:

        (i) the identity of the Foreign Subsidiary;

       (ii) a brief description of the Debtors' business
            justification for making the Capital Contribution;

      (iii) the most recent unaudited balance sheet for the
            Foreign Subsidiary in which the Debtors seek to make
            the Capital Contribution; and

       (iv) any other information reasonably requested by the
            Committee.

  c. The Committee will provide the Debtors with the names of at
     least two and no more than three persons who will receive
     the Foreign Investment Information.  The Foreign Investment
     Information may be sent by electronic mail.

  d. The Committee will have through 5:00 p.m. prevailing
     Eastern Time on the second business day after receipt of
     the Foreign Investment Information to review the
     information and notify the Debtors of any issue it may have
     with respect to the proposed Capital Contribution.

  e. If the Committee does not notify the Debtors of an Issue by
     the expiration of the Review Period, the Debtors will be
     permitted to make the Capital Contribution.

  f. If, however, the Committee raises an issue with respect to
     the proposed Capital Contribution before the expiration of
     the Review Period, the Debtors will use their best efforts
     to provide promptly the Committee with supplemental
     information with respect the Capital Contribution.

  g. The Committee will have through 5:00 p.m. prevailing
     Eastern Time on the second business day after receipt of
     the Supporting Documents to conduct a supplemental review
     and notify the Debtors as to whether it consents to the
     proposed Capital Contribution.

  h. If the Committee has not consented to the payment of a
     Capital Contribution by the expiration of the Supplemental
     Review Period, the Debtors will not make the requested
     Capital Contribution without further order of the Court.
     The Debtors will be permitted to seek expedited review by
     the Court with respect to any disputed Capital
     Contribution.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Courts OKs Key Employee Incentive Plan
-----------------------------------------------------
Chemtura Corp. and its affiliates, with the support of the
Official Committee of Unsecured Creditors, asked the Court for
authority to implement a management incentive plan for the year
2009 and an emergence incentive plan.  The Incentive Plans will
govern the compensation available to certain of the Debtors'
management-level employees for the 2009 calendar year and upon the
Debtors' emergence from Chapter 11.  The Debtors also sought
authority to honor certain prepetition bonus programs, up to
$120,000, to the extent necessary to address their prepetition
administrative error with respect to paying bonuses to two non-
insider employees.

Diana G. Adams, the United States Trustee for Region 2, filed an
objection, pointing out that the Debtors' prospects for
restructuring by year end are unknown.  Accordingly, the U.S.
Trustee asked the Court to deny the Debtors' request for the
implementation of a Key Employee Incentive Plan for these reasons:

  -- The Request is devoid of sufficient information to
     determine whether Section 503(c) of the Bankruptcy Code is
     applicable; and if Section 503(c) is applicable, then the
     Debtors have failed to meet their burden of proof regarding
     whether the bonuses satisfy the statutory requisites of
     Section 503(c)(1).

  -- Although the Request states that certain of the eligible
     participants in the Key Employee Incentive Plan are
     executives and managers of the Debtors, the titles of the
     other eligible KEIP participants are undisclosed making it
     unclear whether the KEIP applies to insiders.

  -- The Debtors have failed to disclose the historical earnings
     on which the proposed financial targets are based, without
     which information a judicial determination regarding the
     legality of the KEIP cannot be made.

  -- To the extent that Section 503(c)(3) and the business
     judgment test of Section 363 of the Bankruptcy Code apply,
     the Debtors have not met the applicable standards.

In addition, the U.S. Trustee said the Debtors have not provided
the Court with any evidence to determine whether the
costs of the KEIP are reasonable.  She noted that the Managerial
Incentive Plan provides for a payment of $11,500,000 in bonuses
while the Employee Incentive Plan provides for $16,500,000 in
equity grants.  However, the amount to be paid to each employee
is not disclosed.

Furthermore, the U.S. Trustee argued that the Debtors have also
failed to provide evidentiary support for the payment of bonuses
to certain employees and not others, and that there is no
evidence regarding the compensation earned by those employees not
covered by the proposed KEIP, and thus, no basis for the Court to
determine how much more the eligible KEIP participants are paid
compared to them.

                        Debtors Respond

On behalf of the Debtors, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, related that the U.S. Trustee is the only
party objecting to the KEIP.  "While the Debtors respect the
oversight function of the U.S. Trustee, the objection is
unfounded and unnecessary in these circumstances," he says.

The proposed KEIP is appropriate as a matter of law because it is
a true incentive plan under which payments will be made only if
meaningful performance goals are met and its implementation is a
sound exercise of the Debtors' business judgment because KEIP
compensation is squarely linked to key business performance
metrics whose achievement will improve the value of the Debtors'
business, Mr. Cieri asserted.

In addition to insisting that the Debtors have not met their
burden of proof for the KEIP when, in fact, they have, the U.S.
Trustee's objection seems to overlook both the robust process,
including meaningful creditor input, by which the KEIP was
developed and the substantial evidence that the Debtors' have
submitted in support of the KEIP, Mr. Cieri further asserted.

For instance, Mr. Cieri pointed out, the U.S. Trustee has argued
that the KEIP fails to justify that "additional administrative
expenses should be incurred," when in fact, the Official
Committee of Unsecured Creditors, whose constituents will be paid
only after administrative expenses are satisfied in full,
supports the KEIP.

For these reasons, the Debtors ask the Court to overrule the U.S.
Trustee's objection and approve the KEIP.

                         *     *     *

Judge Gerber has overruled the U.S. Trustee's objection and has
authorized the Debtors to implement the KEIP.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Reaches Settlement With Solvay Chemicals
-------------------------------------------------------
Chemtura Corp. and its affiliates the Court to approve a
settlement they entered into with Solvay S.A., Solvay Chemicals,
Inc. and Solvay America, Inc., which:

  -- seeks to resolve a price fixing litigation among the
     Parties in the District Court for the Eastern District of
     Pennsylvania;

  -- provides for the assumption of a supply agreement for the
     purchase of hydrogen peroxide from Solvay and extends its
     term through July 31, 2010; and

  -- provides for the payment of attorneys' fees and costs to
     the Debtors' counsel, Duane Morris LLP, relating to the
     Litigation and amounting to $599,788 in fees and $1,037 in
     expenses.

Before the Petition Date, Solvay supplied the Debtors with
hydrogen peroxide pursuant to a certain Supply Agreement for
which the Debtors have not made payments, totaling $225,000, for
products delivered prepetition.  Accordingly, Solvay asserted
prepetition claims and served a reclamation notice pursuant to
Section 546(c)(1) of the Bankruptcy Code for approximately
$180,000 worth of hydrogen peroxide, which comprises the majority
of the Prepetition Delivered Product.

Subsequently, the Debtors and Solvay engaged in arm's-length
negotiations to settle the issues between them.

To resolve their dispute, the Debtors agree to assume the
Hydrogen Peroxide Agreement between the Parties in exchange for
Solvay withdrawing its reclamation demand and supply the Debtors
with 6,292,000 lbs. of hydrogen peroxide at no cost.  The Parties
agree that if the Debtors do not need that much product by
July 31, 2010, they can elect to receive a cash payment totaling
$300,000.

In addition, Solvay will refund the Debtors $542,241 for invoices
paid and will make an additional cash settlement payment of
$475,758.  In return for the Settlement Payments and the other
agreed considerations, the Debtors will dismiss claims against
Solvay with prejudice.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that in light of the risks and benefits associated with
the Reclamation Demand, the parties' Settlement is favorable to
the Debtors because valued at $3,000,000, it represents an amount
which is significantly more than the Debtors would likely  have
received from a Solvay class settlement.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHILDREN'S GARDEN: Case Summary 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Children's Garden Development Center, Inc.
        12720 Ford Road
        Dearborn, MI 48126

Bankruptcy Case No.: 09-64170

Chapter 11 Petition Date: August 3, 2009

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

Judge: Marci B. McIvor

Debtor's Counsel: Charles D. Bullock, Esq.
                  Stevenson & Bullock, P.L.C.
                  29200 Southfield Rd., Suite 210
                  Southfield, MI 48076
                  Tel: (248) 423-8200
                  Fax: (248) 423-8201
                  Email: cbullock@sbplclaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/mieb09-64170.pdf

The petition was signed by Patricia Darwish, director, officer and
shareholder of the Company.


CINCINNATI BELL: Posts $26 Million Second Quarter Net Income
------------------------------------------------------------
Cincinnati Bell Inc. said second quarter 2009 net income was
$26 million, or 11 cents per diluted share, which is a diluted
earnings per share increase of 18% compared to the second quarter
of 2008.  Total revenues for the second quarter of $328 million
decreased 7% from the second quarter of 2008.  Operating income
decreased $4 million, or 5%, to $76 million in the second quarter
of 2009, and adjusted earnings before interest, taxes,
depreciation and amortization1 (Adjusted EBITDA) of $118 million
decreased $1 million or 1% compared to last year.

"Cincinnati Bell continues to perform well in this difficult
economy," said Jack Cassidy, president and chief executive
officer.  "The aggressive expense reductions we implemented in the
first half of the year have allowed us to maintain our
profitability and increase our cash flow, despite the poor
economy.  Also, we are pleased with the continuing success of our
data center and managed services operations, which had revenue
growth of 14% compared to last year."

                       Quarterly Highlights

Quarterly revenue from Technology Solutions totaled $66 million
reflecting a year-over-year increase in data center and managed
services revenue of $4 million, or 14%, offset by a decline in
revenue from telecom and IT equipment of $17 million, or 34%.  The
growth in the data center business contributed to a 17% increase
in Adjusted EBITDA for Technology Solutions, in spite of a 15%
reduction in total revenue.  Utilization of the company's data
center capacity increased to 81% during the quarter.

Wireless service revenue in the second quarter of 2009 was $71
million compared to $72 million in the prior year quarter.  Higher
data revenue, driven by smartphone subscriber growth, was more
than offset by lower voice revenue resulting from a year-over-year
decline in postpaid voice minutes of use per subscriber.

Cincinnati Bell's focus on smartphone subscriber growth resulted
in the net addition of 8,000 smartphone activations in the second
quarter of 2009.

Bundled customers increased by 2,000 during the second quarter,
driven by the company's Priced For Life bundled program.  With
Priced For Life, customers can eliminate price increases by
establishing a permanent monthly rate for a bundle of two or more
communications services without a contract.

Cincinnati Bell continued to repurchase common stock under the
program authorized by its Board of Directors in February 2008.  In
the second quarter of 2009, common stock repurchases totaled
5 million shares for $13 million.  Since the program's inception,
the company has purchased 37 million shares for $111 million,
representing 15% of shares outstanding at the end of 2007.

The company's net debt decreased by $42 million from the first
quarter of 2009 to $1.9 billion.  Free cash flow of $61 million
for the second quarter of 2009 increased $7 million from the prior
year period.  Cincinnati Bell also amended and extended its
revolving credit facility through August 2012.

                   Financial and Operations Review

"This quarter's earnings per share results are really starting to
highlight the benefits of our share repurchase strategy, which
contributed to the 18% year-over-year increase in diluted earnings
per share we generated this quarter," said Gary Wojtaszek, chief
financial officer.  "We are also pleased to have completed an
extension of our revolving credit facility in the second quarter.
We have no significant debt maturities for the next several
years."

                           2009 Outlook

Cincinnati Bell updates its revenue guidance for 2009 and
reaffirms its Adjusted EBITDA and free cash flow guidance:

     Category               2009 Guidance
     Revenue                $1.3 billion -- $1.4 billion
     Adjusted EBITDA        Approx. $480 million*
     Free Cash Flow         Approx. $150 million*

     * Plus or minus 2%

John F. Cassidy, the Company's president and chief executive
officer, Gary J. Wojtaszek, the Company's chief financial officer,
and Brian A. Ross, the Company's chief operating officer,
presented the Company's second quarter 2009 results at a
conference call on August 4, 2009.  A full-text copy of the
presentation made during the earnings conference call is available
at no charge at http://ResearchArchives.com/t/s?40c8

            Amendment to Receivables Purchase Agreement

Cincinnati Bell and its wholly owned receivables subsidiary
Cincinnati Bell Funding LLC entered into the Fifth Amendment to
Receivables Purchase Agreement dated July 1, 2009, with various
Purchasers and Purchaser Agents and PNC Bank, National Association
as Administrator for each Purchaser Group.

The Fifth Amendment amends the Company's Receivables Purchase
Agreement originally entered into on March 23, 2007, among the
Company, CB Funding, the various Purchaser Groups identified
therein and PNC Bank, National Association, as amended, by giving
accord to the addition of eVolve Business Solutions LLC, a wholly
owned subsidiary of the Company, to the receivables facility and
by making amendments for the handling of certain cash transactions
at the Company's retail locations.

The Company, CB Funding, and eVolve entered into the Joinder and
Second Amendment to Purchase and Sale Agreement dated July 1 among
eVolve as a New Originator, the other Originators, CB Funding, and
the Company as sole member of CB Funding and as Servicer.  The
Joinder Agreement amends the Purchase and Sale Agreement dated as
of March 23, 2007, among CB Funding, the Company, and the various
Originators, by adding eVolve as an Originator to the Purchase and
Sale Agreement.

A full-text copy of the Fifth Amendment to Receivables Purchase
Agreement dated as of July 1, 2009, among Cincinnati Bell Funding
LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Purchasers
and Purchaser Agents identified therein, and PNC Bank, National
Association, as Administrator for each Purchaser Group, is
available at no charge at http://ResearchArchives.com/t/s?40c9

A full-text copy of the Joinder and Second Amendment to Purchase
and Sale Agreement dated as of July 1, 2009, among eVolve Business
Solutions LLC as a New Originator, the Originators identified
therein, Cincinnati Bell Funding LLC, and Cincinnati Bell Inc. as
sole member of Cincinnati Bell Funding and as Servicer, is
available at no charge at http://ResearchArchives.com/t/s?40ca

                        About Cincinnati Bell

With headquarters in Cincinnati, Ohio, Cincinnati Bell (NYSE: CBB)
-- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services-that keep residential and business
customers in Greater Cincinnati and Dayton connected with each
other and with the world.  Cincinnati Bell conducts its operations
through three business segments: Wireline, Wireless, and
Technology Solutions.


COOPER-STANDARD: Earmarks $2.25 Million for Critical Vendors
------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors sought
and obtained court approval to earmark as much as $2.25 million
to pay off, in the ordinary course of business, the pre-
bankruptcy secured claims of certain parties holding potential
liens on, security interest in, or other possessory rights to
properties of the Debtors' estates.

The claims are on account of the services provided by companies,
including transporting and storing the Debtors' goods, repairing
or servicing their machineries and equipment, tool manufacturing,
among other things.  As of August 3, 2009, the $2.25 million
represents about 9% of the Debtors' "total accounts payable
amount outstanding."

Attorney for the Debtors, Michael Merchant, Esq., at Richards
Layton & Finger P.A., in Wilmington, Delaware, said that most of
the Shippers, Warehousemen, Customs Brokers and Tooling Vendors
provide services that are critical to the continued operation of
the Debtors' production and distribution chains.

"Failure to pay the claims will likely result in the assertion of
liens by these parties on any goods in their possession as of the
[bankruptcy filing] and unless their prepetition claims are
satisfied, they will likely refuse to release goods in their
possession," Mr. Merchant said in court papers.

"This would disrupt the Debtors' ability to manufacture goods and
deliver their products to their customers, which would have a
devastating effect on the Debtors' business."

                       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.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11  on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
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, 2009.

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

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


COOPER-STANDARD: Has Cash Collateral Access Until September 4
-------------------------------------------------------------
As of August 3, 2009, Cooper-Standard Holdings Inc. and its
debtor-affiliates had approximately $1.170 billion of outstanding
indebtedness on a consolidated basis, of which approximately:

  -- $84.3 million consisted of draws on a senior secured
     revolving credit facility;

  -- $522.82 million consisted of five senior secured term loan
     facilities;

  -- $513.4 million consisted of unsecured senior and senior
     subordinated bond debt; and

  -- approximately $49.9 million consisted of debt on account of
     other credit facilities, capital leases for affiliates,
     swaps, and other miscellaneous obligations.

The Prepetition Credit Facilities are unconditionally guaranteed
on a senior secured basis by Cooper-Standard Holdings and
substantially all of its Debtor subsidiaries, and its Canadian
subsidiaries in the case of Term Loans A and B and Canadian
dollar borrowings under the Revolving Credit Facilities.

To address their working capital needs and fund other costs and
expenses associated with their reorganization efforts, the
Debtors require the use of the Prepetition Secured Lenders' Cash
Collateral.  The Debtors note that their use of Cash Collateral
will provide them with the additional necessary capital with
which to operate their businesses, pay their employees, maximize
value, and successfully reorganize under Chapter 11.

The Debtors note that the Prepetition Secured Lenders have
consented to their use of Cash Collateral subject to the
Prepetition Secured Lenders receiving adequate protection.

Against this backdrop, the Debtors seek the Court's authority to
continue using Cash Collateral in which the Prepetition Secured
Lenders have an interest.

The Debtors intend to provide adequate protection to the
Prepetition Secured Lenders for the priority of their prepetition
liens and any diminution in the value of their Cash Collateral
arising from the Debtors' use of the Collateral.  Specifically,
the Prepetition Secured Parties will receive:

  (a) solely to the extent of any Diminution of Value, a
      security interest in and liens on all Collateral of the
      Debtors, subject and subordinate only to (x) after the
      Carve-Out Effective Date, the Carve-Out, (y) the Permitted
      Liens and (z) the liens securing the DIP Facility;

  (b) solely to the extent of any Diminution of Value, a
      superpriority administrative expense claim junior only to
      the claims under Section 364(c)(2) of the Bankruptcy Code
      held by the DIP Agent and subject to the Carve-Out;

  (c) a consent fee, in an amount equal to 0.25% of the
      outstanding principal amount of all loans and the undrawn
      revolving loan commitments under the Prepetition Credit
      Facilities, for those Prepetition Secured Lenders that are
      DIP Lenders, and 1.25% for those Prepetition Secured
      Lenders that are not DIP Lenders, in each case granted to
      those Prepetition Secured Lenders who executed the fifth
      amendment to the Prepetition Credit Agreement, dated as of
      July 14, 2009, in which the Prepetition Secured Lenders
      consented to the priming of their liens granted under the
      Prepetition Credit Agreement;

  (d) the payment of all professional fees and expenses payable
      to any agent under the Prepetition Secured Facilities,
      subject to review by the U.S. Trustee;

  (e) reasonable access for the purposes of monitoring the
      business of the Credit Parties and the value of the
      collateral under the Prepetition Secured Facilities; and

  (f) financial reporting substantially in compliance with the
      Prepetition Secured Facilities.

The Debtors ask the Court to hold that they are authorized to use
Cash Collateral until the earlier to occur of:

    (i) 30 days after entry of the Interim Order approving their
        request;

   (ii) an earlier date on which the Loans will become due and
        payable in accordance with the terms of the Interim
        Order or the DIP Loan Documents, and

  (iii) the date on which all commitments have been terminated
        under the Interim Order or the DIP Loan Documents as a
        result of the occurrence of an event of default.

The Debtors' obligations to the Secured Creditors and the liens
and superpriority claims granted will be subject in each case
only to a carve-out which will be comprised of:

  (1) all fees required to be paid to the Clerk of the
      Bankruptcy Court and to the Office of the United States
      trustee pursuant to 28 U.S.C. Section 1930(a);

  (2) subject to the terms of the Interim Order, all allowed
      fees and expenses accrued on or before the first business
      day ?- the "Carve-Out Effective Date" -- following the
      delivery by the DIP Agent of a Carve Out Trigger Notice by
      the professionals retained under Sections 327, 328, 363,
      and 1102 of the Bankruptcy Code by the Debtors and any
      Committee, whether approved by the Bankruptcy Court before
      or after the Carve-Out Effective Date; and

  (3) on and after the Carve-Out Effective Date following the
      delivery of a Carve-Out Trigger Notice, an amount not
      exceeding $4,000,000 in the aggregate, which amount may be
      used to pay any allowed fees or expenses incurred by the
      professionals retained under Sections 327, 328, 363,
      and 1102 of the Bankruptcy Code by the Debtors and any
      statutory committees appointed in the Cases pursuant to
      Section 1102 of the Bankruptcy Code, on or after the
      Carve-Out Effective Date, provided that (x) the above
      dollar limitation on fees and expenses will neither be
      reduced nor increased by the amount of any compensation or

      reimbursement of expenses incurred, awarded or paid on or
      prior to the Carve-Out Effective Date in respect of which
      the Carve-Out is invoked or by any fees, expenses,
      indemnities or other amounts paid to any agent or lender
      -- or any of their attorneys or agents under the
      Prepetition Facility, the DIP Facility or otherwise -- and
      (y) nothing in the Interim Order will be construed to
      impair the ability of any entity to object to the fees,
      expenses, reimbursement or compensation.

                         *     *     *

The Court authorized the Debtors to use Cash Collateral.  Use of
the Cash Collateral will terminate:

  (a) September 4, 2009, unless the Final Order has been entered
      by the Court on or before that date in accordance with the
      DIP Loan Agreement;

  (b) an earlier date on which the DIP Loans will become due and
      payable in accordance with the terms of the Interim Order
      or the DIP Documents; and

  (c) the date on which all commitments have been terminated
      under the Interim Order or the DIP Documents as a result
      of the occurrence of an event of default.

As further compensation for the consensual use of the Prepetition
Collateral, including Cash Collateral, by the U.S. Debtors, the
Prepetition Agent or these professionals will receive from the
U.S. Debtors:

  * current cash payments payable under the Prepetition Facility
    for all fees and expenses payable to any agent under the
    Prepetition Facility including the fees and disbursements of
    (i) Milbank, Tweed, Hadley & McCloy LLP, (ii) each local
    counsel of the Prepetition Agent, (iii) Capstone Advisory
    Group LLC, (iv) Houlihan Lokey Howard & Zukin Capital, Inc.;

  * Capstone will be given reasonable access for purposes of
    monitoring the business of the Obligors and the value of the
    collateral under the Prepetition Facility; and

  * The U.S. Debtors will continue to provide the Prepetition
    Agent, Capstone, and Houlihan with financial and other
    reporting substantially in compliance with the Prepetition
    Facility and any reporting described or in the DIP
    Documents.

                       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.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr┼áres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
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, 2009.

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

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


COOPER-STANDARD: May Access $35MM of $200MM DIP Loan on Interim
---------------------------------------------------------------
Because of Cooper-Standard Holdings Inc. and its debtor-
affiliates' current financial condition, they do not have
adequate liquidity to fund either their ordinary course business
expenditures or the expenses necessary to administer their
Chapter 11 Cases.

Accordingly, the Debtors seek permission from Judge Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware
to obtain a loan up to an aggregate principal amount of
$200,000,000 pursuant to a superpriority senior secured
postpetition credit facility.

The DIP Lenders consist of the Debtors' Prepetition Secured
Lenders, who have consented to the priming of their prepetition
liens by the DIP Facility.

The Debtors assert that the implementation of the DIP Facility is
also (i) critical to sustaining their foreign operations, which
are part of their integrated business, and (ii) is necessary for
them to meet the needs of their customers.

"The DIP Facility, therefore, in all likelihood, provides the
only option for the Debtors to address their immediate
pospetition financing needs," Eric Mendelsohn, a managing
director at Lazard Freres & Co. LLC, informed Judge Walsh in his
9-page declaration filed in Court.

                       Salient Terms

Borrowers    Cooper-Standard Automotive Inc. or the U.S.
             Borrower; Cooper-Standard Automotive Canada
             Limited or the Canadian Borrower; and any
             additional foreign subsidiary of the U.S. Borrower
             that becomes an additional borrower under the DIP
             Facility.

Other
Parties      Deutsche Bank Trust Company Americas as DIP Agent
             and Documentation Agent; Banc of America Securities
             LLC, UBS Securities LLC, and General Electric
             Capital Corporation as Co-Syndication Agents;
             Deutsche Bank Securities Inc. and General Electric
             Capital Corporation as Joint Lead Arrangers and
             Book Runners; and BofA Securities and UBS
             Securities as Co-Arrangers.

Guarantors   The U.S. Guarantors are composed of Cooper-Standard
             Holdings and its wholly owned (i) domestic
             subsidiaries other than U.S. Finco, and (ii)
             subsidiaries incorporated or organized under the
             laws of Mexico, Brazil, and the Netherlands.

             Obligations of the Canadian Borrower are guaranteed
             by U.S. Finco.

             Obligations of the Additional Foreign Borrower will
             be guaranteed by the U.S. Guarantors, U.S. Finco,
             the Canadian Borrower, and foreign Subsidiaries of
             Cooper-Standard Holdings designated in the
             Additional Borrower Designation Agreement.

Facility     The Initial DIP Facility in an aggregate principal
             amount of $175,000,000 and an Incremental DIP
             Facility in an aggregate principal amount of
             $25,000,000.  The Initial DIP Facility will consist
             of a Tranche A Term Loan drawn by the U.S.
             Borrower, a Tranche B Term Loan drawn by the
             Canadian Borrower, and, if applicable, a Tranche C
             Term Loan drawn by the Additional Foreign Borrower.
             In the event an Additional Foreign Borrower is
             designated, the amount of the Tranche C Term Loan
             will be specified in the Additional Foreign
             Borrower Designation Agreement and will reduce,
             on an aggregate basis, dollar-for-dollar the
             commitments under the Tranche A Term Loan or the
             Tranche B Term Loan.

Availability The Debtors are seeking to borrow $35,000,000 after
             entry of the Interim Order and an additional
             $125,000,000 on the Final Order Entry Date in order
             to continue their operations and administer their
             Cases.  The Debtors will then have an additional
             $25,000,000 to borrow if committed to by DIP
             Lenders, upon request by the Borrowers.

Use of
Proceeds     Will be used for working capital requirements and
             general corporate purposes of each of the Borrowers
             and their subsidiaries.

Maturity
Date         The earliest of: (i) the date that is nine months
             after the Interim Order Entry Date, (ii) the first
             date on which a plan of reorganization or plan
             of liquidation under Chapter 11 of the Bankruptcy
             Code is confirmed by the Court and a plan under
             proceedings in the Ontario Superior Court of
             Justice in Canada (Commercial List) pursuant to
             Canada's Companies' Creditors Arrangement Act is
             approved by the requisite creditors of the Canadian
             Borrower and the Canadian Court, (iii) the date
             that is 30 days after the Interim Order Entry Date
             if the Final Order Entry Date will not have
             occurred by that date, and (iv) the acceleration
             of DIP Loans occurring under Section 11 of the DIP
             Credit Agreement.

Interest     Loans under the DIP Credit Agreement will bear
             interest at a rate per annum equal to (i) LIBOR
             (with a LIBOR floor of 3%) plus 10% or (ii) a base
             rate based on the higher of the federal funds
             overnight rate plus 0.5% and the prime lending rate
             (with a floor of 4%) plus 9%.  Overdue principal
             and interest will bear interest at a default rate
             of 2% over the applicable rate as determined under
             the terms of the DIP Credit Agreement.  In
             addition, the DIP Credit Agreement will obligate
             the DIP Borrowers to pay agency, up-front and exit
             fees to the DIP Agent and the lenders, as
             applicable.

Budget       Commencing on the Effective Date, and every fourth
             week thereafter, a 13-week rolling cash flow
             forecast detailing cash receipts and cash
             disbursements on a weekly basis broken down for (i)
             the U.S. Credit Parties and (ii) the Canadian
Credit
             Parties for the next 13 weeks; and commencing with
             the first 13-Week Budget due after September 1,2009
             (excluding U.S. Finco), broken down by (x) the U.S.
             Credit Parties, (y) the Canadian Credit Parties
             (excluding U.S. Finco), and (z) all other
             Subsidiaries, and by week and aggregated by
             country, including anticipated uses of the DIP
             Facility, in each case in substance satisfactory to
             the Required Lenders in their sole discretion.

Milestones    (1) a motion seeking approval of a disclosure
                 statement for a Chapter 11 plan of
                 reorganization proposing to pay all obligations
                 under the DIP Facility in full in cash on the
                 effective date of the plan must be filed before
                 the 70th day before the Maturity Date;

             (2) a motion seeking approval for the circulation
                 to the requisite creditors of the Canadian
                 Borrower of a plan of compromise or arrangement
                 that proposes to pay all obligations under
                 the DIP Facility in full in cash on the
                 effective date of the plan must be filed before
                 the 60th day before the Maturity Date;

             (3) an order approving the Disclosure Statement
                 must be entered before the 45th day before the
                 maturity date;

             (4) the Plan must be confirmed before the 10th day
                 before the Maturity Date and the CCAA Plan must
                 be approved by the requisite creditors of the
                 Canadian Borrower before the 15th day before
                 the Maturity Date and by the Canadian Court
                 before the 5th day before the Maturity Date;
                 and

             (5) the Plan and the CCAA Plan must be consummated
                 and become effective and fully implemented
                 before the Maturity Date.

As security for all borrowings under the DIP Facility, the
Debtors propose to grant the DIP Lenders a superpriority
administrative claim and a first priority lien on and security
interest in substantially all of their assets, subject to the
Carve-Out, Permitted Liens and, until entry of the Final Order,
Avoidance Actions.

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/CSDIPCreditAgreemnt.pdf

A full-text copy of an organizational chart highlighting the
borrowers and guarantors under the DIP Facility is available for
free at http://bankrupt.com/misc/CSDIPChart.pdf

A full-text copy of the initial 13-Week Budget is available for
free at http://bankrupt.com/misc/CSCashFlowProj.pdf

                         *     *     *

Judge Walsh issued an interim order authorizing the Debtors to
borrow money pursuant to the DIP Documents during the Interim
Period in an amount not to exceed $35,000,000, which will be used
solely as expressly provided in the DIP Documents and the 13-week
Budget.

The Interim DIP Order provides that Cooper Tire & Rubber Company
claims an ownership interest in and right to recover
approximately $60 million of tax refunds, including all proceeds
from the refund received by one of the Debtors' Canadian
subsidiaries from the Canada Revenue Agency.  The Debtors and
other parties-in-interest contest that claim and believe that
Cooper Tire has no claim to or ownership interest whatsoever in
the Tax Refund.  According to Judge Walsh, nothing in the Interim
Order will prejudice (i) any of Cooper Tire's rights or claims,
if any, with respect to the Tax Refund or (ii) any rights,
claims, interests or defenses of the Debtors, any Committee, any
of the Prepetition Secured Parties, the DIP Agents, the DIP
Lenders or any other party-in-interest with respect to the Tax
Refund or any portion of it.

The Court will convene a final hearing on the Debtors' request on
August 27, 2009, at 11:30 a.m.

               Senior Unsecured Noteholders'
                 Alternative DIP Proposal

Prior to the Court's entry of its Interim DIP Order, Chris P.
Dialynas, a managing director at Pacific Investment Management
Company LLC, in his capacity as investment manager on behalf of
certain funds and accounts, submitted a declaration in support of
senior unsecured noteholders PIMCO and Capital Research
Management Company's joint proposal to provide postpetition
financing to the Debtors.

According to Mr. Dialynas, PIMCO is prepared and willing to
provide a commitment to fund an amount under a debtor-in-
possession credit facility that, when aggregated with the amount
it has been informed would be funded by Capital Research, will
total $175,000,000.

"The Alternative DIP Facility would be on materially superior
economic terms from the standpoint of the Debtors and otherwise
equivalent in substance to the credit agreement," Mr. Dialynas
said.  "PIMCO has discretion and authority to support such a
commitment under the Alternative DIP Facility," he added.

                                 DIP Comparison
                Deutsche Bank Proposal     Alternative Proposal
                ----------------------     --------------------
Par Amount              $175.0                    $175.0
Rate                      13.0%                     12.0%
Front end fee              2.5%                      2.0%
Back end fee               2.5%                      1.0%
Maturity                 9 mos.                   12 mos.
Extension Pd.        2 x 3 mos.                1 x 3 mos.
Extension Fee              1.0%                      1.0%

                       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.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11  on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
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, 2009.

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

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


COOPER-STANDARD: To Pay $3.5MM of Pre-Bankruptcy Employee Claims
----------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors sought
and obtained preliminary court approval to earmark as much as
$3.5 million for payment of pre-bankruptcy employee claims.

The employee claims include wages and salaries, temporary
employees cost, business expense reimbursement and benefits
provided under various programs including health benefit plan,
leased car program, tuition assistance program, relocation
assistance program and retirement plans.

As of August 3, 2009, the Debtors estimate that they owe about
$3 million to their employees, of which $2.2 million is on account
of unpaid wages and salaries while $330,000 is owed under the
health benefits program.

The court order dated August 5, 2009, authorized the Debtors to
contribute to prepetition employee benefit plans and continue the
these programs in the ordinary course.  The Court also authorized
ADP Inc., a payroll processing company hired by the Debtors, to
remit the funds deducted from the employees' earnings for the
employee benefits plans and payroll taxes, which have not yet
been forwarded to the concerned agencies following the Debtors'
bankruptcy filing.

Michael Merchant, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, said the proposed payment is part of the
Debtors' move to boost employee morale which is important in the
Debtors' successful restructuring.

"If the Debtors do not pay employee compensation and benefits,
employee morale would be severely harmed, employees would suffer
significant hardship, and the Debtors' reorganization would be
jeopardized," Mr. Merchant said in papers filed in court.

In connection with the proposed payment, the Court also
authorized the banks to honor prepetition wire transfer requests,
drafts or checks issued by the Debtors for payment of the
employee claims.  In case any check or payment that originally
was given to satisfy the prepetition amount is not honored by the
banks, the Debtors are allowed to reissue the check or payment.

The Court will convene a hearing on September 1, 2009, to
consider final approval of the Debtors' request, including the
proposed payment of employee benefits under a supplemental
executive retirement plan.

                       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.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11  on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
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, 2009.

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

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


CORUS BANKSHARES: Amends Financial Results For Qtr. Ended March 31
------------------------------------------------------------------
Corus Bankshares Inc. amended and restated its consolidated
financial statements for the three months ended March 31, 2009.

At March 31, 2009, the Company's balance sheet showed total assets
of $7,673,845,000 and total liabilities of $7,698,794,000,
resulting in a stockholders' deficit of $24,949,000.

For three months ended March 31, 2009, the Company posted a net
loss of $301,003,000 compared with a net loss of $4,508,000 for
the same period in 2008.

The Company added that as of the July 31, 2009, the management had
information indicating that the value of a property that is
securing a non-performing loan was less than the carrying value of
the loan.  However, that shortfall was not factored into the
provision for credit losses at March 31, 2009.  After the Form 10-
Q was filed, management determined that the shortfall must have
been reflected in the provision for credit losses at March 31,
2009.  As a result, on July 15, 2009, the audit committee of the
board of directors of the Company determined that the Company's
consolidated financial statements for the three months ended
March 31, 2009, included in the Form 10-Q understated the
Company's provision for credit losses at March 31, 2009, by
$16 million.

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?40cb

Based in Chicago, Illinois, Corus Bankshares, Inc. (NASDAQ: CORS)
is a bank holding company.  Corus conducts its banking operations
through its wholly-owned banking subsidiary Corus Bank, N.A.

                         Going Concern Doubt

As reported by the Troubled Company Reporter on April 28, 2009,
Corus Bankshares' audited financial statements for the fiscal year
ended December 31, 2008, included in the Company's Annual Report
on Form 10-K, filed on April 7, 2009, contained a going concern
qualification from Ernst & Young, LLP, its independent registered
accounting firm.


COTT CORP: Has Enough Funds to Meet Obligations for Next 12 Mos.
----------------------------------------------------------------
Cott Corporation filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q for the period ended June 27,
2009.

As reported by the Troubled Company Reporter on July 30, 2009,
Cott said second quarter 2009 revenue was $438.8 million, as
compared to $466.5 million in the same period in 2008.  Net income
was $33.7 million, or $0.48 per share, as compared to a net loss
of $1.8 million, or $0.03 per share.

For the six months ended June 27, 2009, Cott posted a net income
of $55.8 million compared to a net loss of $22.1 million for the
six months ended June 28, 2008.  Revenue declined 5.9% during the
second quarter 2009.  Excluding the impact of foreign exchange,
revenue increased 2.3%.  Operating income increased to
$34.3 million, as compared to $5.3 million.  The second quarter of
2009 included $3.8 million of restructuring charges and asset
impairments.

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

In the Form 10-Q, Cott said it believes its level of resources,
which includes cash on hand, available borrowings under its asset
based lending facility and funds provided by operations, will be
adequate to meet expenses and debt service obligations for the
next 12 months.

"Our ability to generate cash to meet our current expenses and
debt service obligations will depend on our future performance.
If we do not have enough cash to pay our debt service obligations
or if the ABL facility or the Notes were to become currently due,
either at maturity or as a result of a breach, we may be required
to take actions such as amending our ABL facility or the indenture
governing our Notes, refinancing all or part of our existing debt,
selling assets, incurring additional indebtedness or raising
equity," Cott said.

"For periods extending beyond twelve months, we believe that our
ability to generate cash to meet our expenses and debt service
obligations and to otherwise reduce our debt as anticipated will
primarily depend on our ability to reduce the rate of revenue
decline, retain a substantial amount of volume from our key
customers and improve the profitability of our business.  If we do
not generate sufficient cash from operations or have excess debt
availability to meet our expenses and debt service obligations or
if the ABL facility or the Notes were to become currently due,
either at maturity or as a result of a breach, we may be required
to take actions such as amending our ABL facility or the indenture
governing our Notes, refinancing all or part of our existing debt,
selling assets, incurring additional indebtedness or raising
equity. If we need to seek additional financing, there is no
assurance that this additional financing will be available."

As of June 27, 2009, Cott's total availability under the ABL
facility was $203.8 million which was based on its borrowing base
(accounts receivables, inventory, and fixed assets) as of May 23,
2009 (the May month-end under the terms of the credit agreement)
and Cott had $66.6 million of ABL borrowings outstanding and
$9.9 million in outstanding letters of credit.  As a result,
Cott's excess availability under the ABL facility was
$127.3 million.  Each month's borrowing base is not effective
until submitted to the lenders, which usually occurs on the 15th
day of the following month, Cott said.

A full-text copy of its quarterly report is available at no charge
at http://ResearchArchives.com/t/s?40cf

                         About Cott Corp.

Cott Corp. is one of the world's largest non-alcoholic beverage
companies and the world's largest retailer brand soft drink
provider.  In addition to carbonated soft drinks, Cott's product
lines include clear, still and sparkling flavored waters, juice-
based products, bottled water, energy drinks and ready-to-drink
teas.  Cott operates in five operating segments -- North America,
United Kingdom, Mexico, Royal Crown International and All Other,
which includes its Asia reporting unit and international corporate
expenses.  Cott closed its active Asian operations at the end of
fiscal year 2008.

                           *     *     *

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


COTT CORP: To Raise $50MM in TD Securities-Backed Shares Sale
-------------------------------------------------------------
Cott Corporation on August 4, 2009, entered into an underwriting
agreement with TD Securities Inc., CIBC World Markets Inc., and
BMO Nesbitt Burns Inc. for the sale of 9,435,000 of Cott's common
shares, no par value, for $5.30 per share.

Cott says the public offering price will total $50,005,500; and
the proceeds, before expenses, to the Company will be $48,005,280.
Cott will pay an underwriting commission in connection therewith.

The offering is being made pursuant to Cott's effective
registration statement on Form S-3 (Registration Statement No.
333-159617) previously filed with the Securities and Exchange
Commission.

Pursuant to the Underwriting Agreement, Cott, among other things,
agreed not to, without the prior written consent of TD Securities
on behalf of the Underwriters -- such consent not to be
unreasonably withheld -- create, issue, sell or otherwise lend,
transfer or dispose of any common shares or other securities
exchangeable or convertible into common shares (or agreement for
such) for a period of 90 days after the closing of the offering,
other than as provided under the terms of the Underwriting
Agreement.

The underwriters expect to deliver the common shares to purchasers
on or about August 11, 2009 through the book-entry facilities of
The Depository Trust Company.

Cott also disclosed its expenses with respect to the offering:

     Securities and Exchange Commission
       Registration Fee                            $23,580
     Legal Fees and Expenses                       350,000
     Accounting Fees and Expenses                  125,000
     Printing and Delivery Expenses                 15,000
     Rating Agency Fees and Expenses                   N/A
     Trustee's Fees and Expenses
       (including Counsel's Fees)                      N/A
     Miscellaneous Expenses                          1,420

                                        Total     $515,000

The total does not include the previously paid registration fee.
All amounts, other than the registration fee, are estimates.

A full-text copy of the Underwriting Agreement is available at no
charge at http://ResearchArchives.com/t/s?40cc

A full-text copy of Cott's Prospectus Supplement is available at
no charge at http://ResearchArchives.com/t/s?40cd

According to Cott, on August 3 and July 31, the last reported sale
price of its common shares on the NYSE and the TSX, respectively,
was $5.60 and C$5.98, respectively.

                         About Cott Corp.

Cott Corp. is one of the world's largest non-alcoholic beverage
companies and the world's largest retailer brand soft drink
provider.  In addition to carbonated soft drinks, Cott's product
lines include clear, still and sparkling flavored waters, juice-
based products, bottled water, energy drinks and ready-to-drink
teas.  Cott operates in five operating segments -- North America,
United Kingdom, Mexico, Royal Crown International and All Other,
which includes its Asia reporting unit and international corporate
expenses.  Cott closed its active Asian operations at the end of
fiscal year 2008.

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

                           *     *     *

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


COYOTES HOCKEY: $212MM Balsillie Bid Included in Sept. 10 Auction
-----------------------------------------------------------------
Judge Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona held that Jim Balsillie's $212.5 million offer
for the Phoenix Coyotes must be included in the September 10
auction for the National Hockey League franchise, The Globe and
Mail said.

The NHL has previously conveyed objections to the sale to
Mr. Balsillie, Research in Motion Ltd.'s co-chief executive
Officer, because it contemplates moving the team to the city of
Hamilton, in Canada.  Phoenix Coyotes owner Jerry Moyes submitted
to the Bankruptcy Court its deal signed with Mr. Balsillie
together with Coyotes Hockey LLC's bankruptcy petition.

Jerry Reinsdorf, owner of baseball team Chicago White Sox and
basketball franchise Chicago Bulls, is offering $148 million for
the Coyotes and pledge to keep the team in Glendale, Arizona.  The
bid has been approved by the NHL.  A third bidder, Ice Edge
Holdings LLC, is submitting a $150 million bid, with the intent of
keeping the team in Arizona.

However, according to Globe and Mail, the bids from Mr. Reinsdorf
and Ice Edge are conditional on negotiating a new arena lease with
the city of Glendale and new terms with the club's creditors.  The
NHL and Glendale have sought the postponement of the formal
auction from August 5 to September 10 because the bids have not
been finalized.

The Goldwater Institute watchdog group, on behalf of eight
Glendale taxpayers, has also said it will object to a sale to Mr.
Reinsdorf on grounds that the city of Glendale may be providing
unconstitutional taxpayer subsidies to Reinsdorf.  According to
The Associated Press, terms of the deal negotiated by the parties
include Glendale having to pay Mr. Reinsdorf about $15 million for
each year of losses or allow the team to be sold and moved without
penalty, if Phoenix Coyotes were still losing money after five
years.

Judge Baum previously approved a two-phase auction for Coyotes
Hockey's main asset.  Under the rules, an auction for bids that
would keep the team in Glendale, Arizona was scheduled for August
5.  If bids were unsatisfactory, an auction that would accept
relocation bids will be held September 10.  The original auction
rules preferred local bids after the NHL had argued that
transferring the team without its consent would be illegal.

According to Globe and Mail, Mr. Balsillie banks on the fact that
the Bankruptcy Court's first obligation is to obtain an outcome
that maximizes recovery by creditors.  Judge Baum, in his decision
to include Mr. Balsille's bid, noted that lawyers for largest
creditor, computer tycoon Michael Dell, wanted Mr. Balsille's bid
included since it was the only one that offered to settle its $80
million debt in cash and in full.

Mr. Balsillie, through PSE Sports & Entertainment, LP, has offered
$212.5 million, which would provide funds sufficient to pay
secured creditors in full (approximately $80 million to SOF
Investments, L.P., and $35 million to the NHL) and $97.5 million
to unsecured creditors.  Mr. Moyes has agreed to forego any
recovery form his $206.5 million in preferred and common equity in
Phoenix Coyotes.  Wayne Gretzky, an NHL hall of fame player and
the team's manager, minority owner, coach and managing partner, is
line for $22.5 million.

                       About Coyotes Hockey

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.


CRESCENT RESOURCES: To Sell Int'l 4 Plaza to Eola for $31.5MM
-------------------------------------------------------------
According to Bloomberg News, Crescent Resources LLC is asking the
Bankruptcy Court to approve the sale of its land interests in
Tampa, Florida for $31.5 million.  Bloomberg's Phil Milford and
Michael Bathon relate that Crescent will be selling to Eola
Capital LLC the International 4 Plaza, which covers 4.81 acres of
land and includes an eight-story building and garage with 1,235
parking spaces.

Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., told the
Court proceeds from sale of the assets will afford the Debtors
needed liquidity and will minimize the use of interest-bearing
loans.

Crescent intends to forego an auction and instead hold a private
sale.  The Company believes Eola's bid will yield the best return
to the estate since it has already engaged in marketing efforts
for the property.

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.


CYGNUS BUSINESS: Chapter 11 Cases Jointly Administered
------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware ordered the case of Cygnus Business Media
Inc. to be jointly administered under a single case number,
according to Law360.

Based in Fort Atkinson, Wisconsin, CommerceConnect Media Holdings
Inc. operates an advertising and marketing business.  The Company
and three of its affiliates -- including Cygnus Business Media
Inc. -- filed for Chapter 11 protection on Aug. 3, 2009 (Bankr. D.
Del. Lead Case No. 09-12765). Richards, Layton & Finger P.A. and
Curtis, Mallet-Prevost, Colt & Mosle LLP represent the Debtor
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they both listed assets and
debts between $100 million and $500 million.


DANA CORP: 2nd Cir. Revives Jasco Tool's $20 Mil. Claim
-------------------------------------------------------
WestLaw reports that a New York bankruptcy court erred in granting
summary judgment to a Chapter 11 debtor on its objection to its
former parts supplier's $20 million proof of claim despite the
supplier's outstanding document demand and request for additional
discovery, the Second Circuit has ruled, vacating and remanding
the lower courts' decisions.  The supplier's discovery request was
based on its need to respond more fully to the debtor's contention
that the debtor had no knowledge of the misappropriation of the
supplier's trade secrets, which formed the basis for the
supplier's proof of claim.  The sworn statement of the supplier's
former employee indicated the existence of a trade secret
misappropriation conspiracy, the Court of Appeals noted.  Although
the supplier had nearly four years to conduct discovery in its
prepetition state-court action against the debtor and had taken 18
depositions, the supplier had taken only three depositions,
consuming a total of five days, from the debtor's employees.
Under the circumstances, five days of depositions could not
reasonably be viewed as extensive.  Furthermore, the debtor's
earlier discovery responses did not necessarily obviate the need
for additional depositions.  Finally, the Court of Appeals
reasoned, the bankruptcy court gave no explanation as to why the
supplier's prior discovery of the debtor sufficed.  In re Dana
Corp., --- F.3d ----, 2009 WL 2351614 (2nd Cir.(N.Y.)).

Jasco Tools, Inc., a former parts supplier to Dana Corporation,
filed a $20 million proof of claim, asserting that Dana had
conspired with three of supplier's former employees to, inter
alia, misappropriate Jasco's trade secrets and unjustly enrich
itself.  Dana objected, seeking an order disallowing and expunging
the claim.  Jasco opposed the requested order and sought
additional discovery.  Treating the objection as a motion for
summary judgment, the United States Bankruptcy Court for the
Southern District of New York, Burton R. Lifland, J., 2007 WL
3376882, denied supplier's request for additional discovery and
granted summary judgment in favor of debtor.  Supplier appealed.
The District Court, Richard M. Berman, J., affirmed, and supplier
appealed.

                       About Dana Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--
designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana has facilities in
China in the Asia-Pacific, Argentina in the Latin-American regions
and Italy in Europe.

Dana and its affiliates filed for Chapter 11 protection March 3,
2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Judge Burton Lifland of
the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on December 26, 2007.  The Debtors'
Third Amended Joint Plan of Reorganization was deemed effective as
of January 31, 2008.  Dana Corp., starting on the Plan Effective
Date, operated as Dana Holding Corporation.

                        *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
outlook is negative.  "The downgrade reflects our view that very
weak market conditions in most of its business segments in 2009
will hinder the company's post-bankruptcy restructuring efforts,"
said Standard & Poor's credit analyst Nancy Messer.


DENNY'S CORP: July 1 Balance Sheet Upside-Down by $157.2 Million
----------------------------------------------------------------
Denny's Corporation at July 1, 2009, had $329.4 million in total
assets and $487.2 million in total liabilities, resulting in
$157.2 million in shareholders' deficit.  Denny's balance sheet at
July 1, 2009, also showed strained liquidity with $56.1 million in
total current assets, including $19.8 million in cash and cash
equivalents; and $95.3 million in total current liabilities.

Denny's posted $9.33 million in net income for the quarter ended
July 1, 2009, wider from the $3.15 million net income for the
quarter ended June 25, 2008.  Denny's booked $13.6 million in net
income for the two quarter ended July 1, 2009, wider from the
$7.27 million net income for the two quarters ended June 25, 2008.

Second Quarter Highlights include:

     -- Adjusted income before taxes grew $1.6 million to
        $7.3 million;

     -- Net income increased $6.2 million due primarily to
        $6.4 million less in restructuring charges;

     -- Opened 10 new franchised restaurants and sold 22 company
        restaurants under Denny's Franchise Growth Initiative --
        increased franchised restaurants to 83% of Denny's system;

     -- Voluntarily paid down $9.4 million in debt;

     -- Same-store sales decreased 2.7% at company units and
        decreased 4.7% at franchised units; and

     -- Company restaurant operating margin improved by
        1.8 percentage points to 14.3% of sales

Nelson Marchioli, President and Chief Executive Officer, stated,
"Denny's has continued to deliver growth in profits despite the
unprecedented on-going pressures on same-store sales in the
restaurant industry due to the challenging consumer environment."

"Denny's on-going transition to a more franchised based business
model was supported by the opening of 10 new franchise stores and
the sale of 22 company units to franchisees in the second quarter.
This is allowing us to concentrate our resources on driving
profitability while developing and introducing new craveable
products for our guests.  We expect these new product concepts, in
combination with Denny's focus on delivering value, will lead to
improved traffic over-time.  Our transition continues to be
characterized by strong demand for our units through the Company's
FGI program, impressive new unit development in an industry that
is scaling back and by strong margin growth at the operating
level."

Based on year-to-date results and management's expectations at
this time, Denny's is reaffirming its financial guidance for full-
year 2009 as announced in its fourth quarter 2008 earnings release
on February 18, 2009.  Key guidance provided at that time
included:

     -- Company same-store sales of (3.0%) to (1.0%) for 2009;
     -- Franchise same-store sales of (5.0%) to (3.0%) for 2009;
     -- 30 new franchise restaurant openings;
     -- Adjusted income before taxes of between $15 million and
        $20 million

A full-text copy of Denny's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?40f5

Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) --
http://ir.dennys.com/-- is one of America's largest full-service
family restaurant chains, consisting of 263 company-owned units
and 1,281 franchised and licensed units, with operations in the
United States, Canada, Costa Rica, Guam, Mexico, New Zealand and
Puerto Rico.


DBSI INC: Concealed True Use of Borrowed Cash, Says Examiner
------------------------------------------------------------
Joshua R. Hochberg, the Bankruptcy Court-appointed examiner of
DBSI Inc., submitted an interim report on his investigation of
the allegations that the Company defrauded investors out of
$500 million.

Mr. Hochberg said in his report that the Debtors had common
ownership of, exercise control over, and engaged in complex
financial transactions with non-debtor related companies.  Based
on an analysis of the $90 million proceeds from a February 2008
offering of certain of notes issued by the Debtors, the Examiner
concludes that the Debtors' general ledger accounting entries
provide both confusing and misleading impressions of what
occurred.

According to Mr. Hochberg, the Debtors had serious cash flow
problems and operating losses before and at the time of the 2008
Notes Offering, and needed to use the 2008 Notes Proceeds in order
to continue their operations.  He says that it appears that the
Debtors booked journal entries explaining the issues of the 2008
Notes Proceeds in a way that "concealed that large sums of money
from those Notes were used to fund day to day operations and pre-
existing obligations."  The placement memorandum for the offering
had said that the Notes were to be used for investment purposes.

Mr. Hochberg's preliminary conclusions also said that "highly
questionable" internal valuations and appraisals were used to
support loans from the bond and note programs sponsored by DBSI
Inc.

Mr. Hochberg filed the interim report at the request of the
Official Committee of Unsecured Creditors.  The Creditors
Committee requested for the report to address certain issues
related to the pending plan confirmation process.

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

    http://bankrupt.com/misc/DBSI_Examiner_1stInterimReport.pdf

The examiner tapped Don B. Southerland, Jr., CPA, a former FBI
special agent, to serve as his principal investigator, and Hays
Financial Consulting, LLC as his financial advisors.  Mr. Hochberg
also hired the law firm of McKenna Long & Aldridge LLP as his
counsel in the Chapter 11 cases and Cole, Schotz, Meisel, Forman &
Leonard, P.A. as Delaware counsel.

Cole Schotz may be reached at:

    Cole, Schotz, Meisel, Forman & Leonard, P.A.
    J. Kate Stickles, Esq.
    Patrick J. Reilley, Esq.
    500 Delaware Avenue, Suite 1410
    Wilmington, Delaware 19801
    Telephone: (302)652-3131
    Facsimile: (302)652-3117

As reported by the TCR on August 6, 2009, Judge Hon. Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware
has given Mr. Hochberg more time to scrutinize DBSI Inc.'s
transactions and accounting records.

                          About DBSI Inc.

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.  The state of Idaho had
accused DBSI of engaging in a Ponzi scheme and defrauding
thousands of investors out of millions of dollars through the sale
of unregistered securities.


DELTA CAR RENTAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Delta Car Rental, Inc.
        1405 East Main St.
        Grand Prairie, TX 75050

Bankruptcy Case No.: 09-35174

Chapter 11 Petition Date: August 4, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Jeffery D. Carruth, Esq.
                  Reed & Elmquist, P.C.
                  604 Water St.
                  Waxahachie, TX 75165
                  Tel: (972) 938-7334
                  Fax: (972) 923-0430
                  Email: jcarruth@bcylawyers.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 Clayton Sawyer, president of the
Company.


DEMAY INTERNATIONAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Demay International, LLC
    80 N. FM 3083 East
        Conroe, TX 77303

Bankruptcy Case No.: 09-35759

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Donald L. Wyatt Jr., Esq.
                  Wyatt Legal Services, PLLC
                  10655 Six Pines Drive, Suite 200
                  The Woodlands, TX 77380
                  Tel: (281) 419-8733
                  Fax: (281) 419-8703
                  Email: don.wyatt@wyattpllc.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Roger Cormier, president of the
Company.


DIGITALFX INTERNATIONAL: June 30 Balance Sheet Upside-Down by $2MM
------------------------------------------------------------------
DigitalFX International, Inc.'s balance sheet at June 30, 2009,
showed total assets of $1,791,000 and total liabilities of
$4,002,000, resulting in a stockholders' deficit of $2,211,000.

For three months ended June 30, 2009, the Company posted a net
loss of $756,000 compared with a net loss of $1,942,000 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $2,657,000 compared with a net loss of $5,055,000 for the same
period in 2008.

The Company utilized cash in operating activities of $1,374 during
the six months ended June 30, 2009, and as of June 30, 2009, the
Company's current liabilities exceeded current assets by $2,485.

During the six months ended June 30, 2009, the Company's chairman
and majority shareholder provided $970 of unsecured advances to
help fund the current operating cash flow deficiency.

The Company related that the change in management will result in
the Company returning to profitable operations through its new
product offerings and cost cutting practices.  The Company may
also continue to seek to finance future capital needs through
various means and channels, as issuance of long-term debt or sale
of equity securities.  However, there can be no assurances that
the Company will be successful in this regard or will be able to
eliminate its working capital deficit or operating losses.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?40c2

                        Going Concern Doubt

On Weinberg & Company, P.A. in Los Angeles, California raised
substantial doubt about DigitalFX International, Inc.'s ability to
continue as a going concern after auditing the Company's financial
results for the years ended December 31, 2008, and 2007.   The
auditor noted the Company' incurred losses from operations in the
prior two years and its working capital deficiency.

                About DigitalFX International, Inc.

Headquartered in Las Vegas, Nevada, DigitalFX International Inc.
(AMEX:DXN) -- http://www.DigitalFX.com/-- markets web-based
products such as streaming live and on-demand video, video email
and digital storage.  The company also markets proprietary
communication and collaboration services, and social networking
software applications, including its flagship product, called the
Studio.


DOLLAR THRIFTY: Posts $12.4 Million Net Income for Q2 2009
----------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said net income for the
second quarter ended June 30, 2009, was $12.4 million, or $0.55
per diluted share, compared with net income of $10.8 million, or
$0.49 per diluted share, for the comparable 2008 quarter.  Non-
GAAP net income for the 2009 second quarter was $6.9 million, or
$0.30 per diluted share, compared to a non-GAAP net loss of
$5.0 million, or $0.23 loss per diluted share for the 2008 second
quarter.

For the six months ended June 30, 2009, net income was
$3.5 million, or $0.15 per diluted share, compared to a net loss
of $287.2 million, or $13.49 loss per diluted share for the
comparable period in 2008.  The non-GAAP loss per diluted share
for the six months ended June 30, 2009, was $0.23, compared to a
non-GAAP loss per diluted share of $1.00 for the same period in
2008.

"We were pleased with this quarter's operating results,
particularly in light of the contracting economy and the
bankruptcy of Chrysler, one of our major suppliers," said Scott L.
Thompson, Chief Executive Officer and President.  "Over the past
two quarters, we have taken a number of steps to enhance our
operating performance and cash flow, and those actions, combined
with improved used vehicle residual values and firmer rental
pricing, drove our improved second quarter performance."

For the quarter ended June 30, 2009, the Company's total revenue
was $399.6 million, as compared to $445.7 million for the
comparable 2008 period.  The decline in revenue was primarily
driven by a 20.3 percent decrease in rental days, partially offset
by a 12.1 percent improvement in revenue per day.  The second
quarter average fleet was down approximately 15 percent compared
to last year's second quarter.

"Revenue for the quarter was in line with our previously announced
expectations and these results are consistent with our focus on
maximizing return on assets, rather than on the revenue growth
strategy employed in 2008," said Mr. Thompson.  "As we have
previously stated, our focus for 2009 and beyond is on improving
the quality of our revenue by concentrating on enhancing rate per
day and, at times, sacrificing transaction days as necessary to
achieve the optimal revenue mix."

                  Liquidity and Capital Resources

As of June 30, 2009, the Company had $263 million in cash and cash
equivalents, including $100 million that represents a required
minimum balance to be maintained as part of an amendment to the
Company's Senior Secured Credit Facilities.  As of June 30, the
Company also had $545 million in restricted cash and investments
primarily available for the purchase of vehicles or repayment of
vehicle financing obligations.

The Company is in full compliance with all of the financial
covenants under its various financing arrangements with lenders.

                              Outlook

The Company expects the overall environment in the rental car
industry to remain challenging in the second half of 2009, as
economic conditions negatively impact consumer confidence and
travel demand.  Based on the Company's expected fleet size and
projected industry-wide rental day demand, the Company narrowed
its prior revenue guidance.  The Company now expects rental
revenues to decline 8% to 10% for the full year of 2009 compared
to 2008.  Falling rental days are expected to be somewhat
mitigated by an increase in rate per day.  For the remainder of
2009, management expects the used vehicle market to show year-
over-year improvement.

"As we have previously stated, our focus for 2009 is on maximizing
revenue per day, reducing expenses, de-leveraging our balance
sheet and diversifying our fleet investment, all in order to
properly position the Company for an expected economic recovery in
2010.  This quarter represents another step forward towards our
recovery and demonstrates the earnings potential of our new
strategy," said Mr. Thompson.

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is a Fortune
1000 company headquartered in Tulsa, Oklahoma.  The Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in more than 70 countries.  Dollar and Thrifty
have more than 700 corporate and franchised locations in the
United States and Canada, operating in virtually all of the top
U.S. and Canadian airport markets.  The Company's roughly 6,800
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.


DOLLAR THRIFTY: Reduces Purchase Commitments for New Chrysler Cars
------------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., and Chrysler Group LLC on
August 4, 2009, executed a new vehicle supply agreement covering
vehicle purchases beginning with the 2010 Program Year through the
2012 Program Year.

The New VSA replaces and supersedes the existing vehicle supply
agreement, which covered vehicles through the 2011 Program Year.
The New VSA reduces vehicle purchase commitments between the
Company and Chrysler.  The 75% minimum purchase requirement is
replaced with a minimum vehicle fixed volume requirement per
Program Year, conditioned upon the ability of the Company to
obtain satisfactory financing for such vehicles.  Additional
volume for any given Program Year may be obtained by mutual
agreement of both parties.

Effective as of August 4, 2009, the New VSA replaced and
superseded the Old VSA with DaimlerChrysler Motors LLC in 2002 and
was entered into to align contract terms with current economic
conditions.  There was no early termination penalty incurred by
the Company.

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is a Fortune
1000 company headquartered in Tulsa, Oklahoma.  The Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in more than 70 countries.  Dollar and Thrifty
have more than 700 corporate and franchised locations in the
United States and Canada, operating in virtually all of the top
U.S. and Canadian airport markets.  The Company's roughly 6,800
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  All ratings were
removed from CreditWatch, where they were initially placed with
negative implications on February 12, 2008, and subsequently
lowered three times and maintained on CreditWatch.  The outlook is
now negative.


DOLLAR THRIFTY: May Issue Securities to Raise $500 Million
----------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., filed with the Securities
and Exchange Commission a registration statement and prospectus on
Form S-3 relating to its plan to offer from time to time shares of
(a) common stock, par value $.01 per share, (b) shares of
preferred stock, par value $.01 per share, or (c) debt securities,
separately or together, in one or more offerings up to
$500,000,000.

DTAG intends to use net proceeds from the sale of the securities
for general corporate purposes, including to repay outstanding
indebtedness.  It may temporarily invest funds that are not
immediately needed for these purposes in short-term marketable
securities.

The prospectus describes some of the general terms that may apply
to the securities.  Each time securities are sold using the
prospectus, the Company will provide a supplement to the
prospectus that contains specific information about the offering
and the terms of the securities offered.

Shares of DTAG common stock are listed on the New York Stock
Exchange under the symbol "DTG."  On July 31, 2009, the last
reported sale price of the shares of DTAG's common stock on the
NYSE was $16.55 per share.

Cleary Gottlieb Steen & Hamilton LLP, DTAG's New York counsel,
advises the Company with respect to the securities:

     Janet L. Fisher, Esq.
     Cleary Gottlieb Steen & Hamilton LLP
     One Liberty Plaza
     New York, New York 10006
     Tel: (212) 225-2000

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

               http://ResearchArchives.com/t/s?40d2

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is a Fortune
1000 company headquartered in Tulsa, Oklahoma.  The Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in more than 70 countries.  Dollar and Thrifty
have more than 700 corporate and franchised locations in the
United States and Canada, operating in virtually all of the top
U.S. and Canadian airport markets.  The Company's roughly 6,800
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  All ratings were
removed from CreditWatch, where they were initially placed with
negative implications on Feb. 12, 2008, and subsequently lowered
three times and maintained on CreditWatch.  The outlook is now
negative.


DRUMHELLER BAG: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Drumheller Bag Corporation
        P.O. Box 5248
        1114 S.W. Adams Street
        Peoria, IL 61601-5248

Bankruptcy Case No.: 09-82453

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Drumheller Properties, LLC                         09-82454

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Matthew McClintock, Esq.
                  K&L Gates LLP
                  70 W Madison Street, Suite 3100
                  Chicago, IL 60602
                  Tel: (312) 781-7233
                  Email: matthew.mcclintock@klgates.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/ilcb09-82453.pdf

The petition was signed by David V. Drumheller Sr., president of
the Company.


DUANE READE: Moody's Affirms 'Caa1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Duane Reade, Inc.'s existing
ratings following a change in the company's refinancing plans.
Duane Reade has a Caa1 Corporate Family Rating, Ca Probability of
Default Rating, and Caa1 senior secured note rating.  At the same
time, Moody's withdrew the Caa3 (LGD 5, 85%) rating on the
company's proposed $110 million guaranteed senior subordinated
notes due 2016.  The rating outlook is stable.

The affirmation acknowledges that Duane Reade has increased the
size of its proposed senior secured note offering to $300 million
from $215 million and elected not to proceed with the issuance of
$110 million of subordinated notes.  The affirmation also
anticipates that approximately $50 million of the 9.75% senior
subordinated notes that mature in 2011 will remain outstanding
following the completion of the refinancing.  Duane Reade plans to
use the proceeds from the issuance of the $300 million of secured
notes due 2015 along with a $125 million preferred equity
investment by Oak Hill Capital Partners, LLC, to fund a cash
tender offer for its $210 million senior secured notes due 2010
and up to $146.3 million of its $195 million 9.75% senior
subordinated notes.

The Caa1 CFR reflects Duane Reade'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.

The Ca PDR reflects Moody's view that Duane Reade's cash tender
offer for its $195 million 9.75% senior subordinated notes -- if
consummated -- would constitute a distressed exchange, which
Moody's would classify as a Limited Default under its guidelines.

Upon the successful completion of Duane Reade's tender offer for
its senior subordinated notes, the PDR will be upgraded to
Caa1/LD.  This is due to Moody's current belief that the going-
forward PDR will end up at Caa1 shortly following the closure of
the transaction and recognition that the limited default has
occurred.  The likely upgrade of the PDR to Caa1 also reflects the
reduced probability of default that will exist if Duane Reade
successfully issues its new debt securities and extends the
maturity profile of its capital structure.  The Caa1 rating will
also reflect Moody's view that, given the weak economic
environment, a 50% mean family level recovery rate is more
appropriate to estimate loss-given-default than the use of a
fundamental distressed EBITDA valuation approach that it
previously used.

The stable outlook reflects Moody's view that Duane Reade's asset
based revolving credit facility and expected cash flow should
provide sufficient liquidity over the near to intermediate term to
meet all of the company's internal requirements.  However, the
ratings could change if the proposed refinancing does not occur as
currently planned.

Ratings affirmed and LGD point estimates adjusted:

* Corporate Family Rating at Caa1

* Probability of Default Rating at Ca

* $210 million floating rate senior secured notes due 2010 at Caa1
  (LGD 3, 32%)

* $195 million 9.75% senior subordinated notes due 2011 at Caa3
  (LGD 5, 71%)

* $300 million guaranteed senior secured notes due 2015 to Caa1
  (LGD 4, 56%) from Caa1 (LGD 4, 52%)

Ratings withdrawn:

* $110 million guaranteed senior subordinated notes due 2016 rated
  Caa3 (LGD 5, 85%)

The last rating action for Duane Reade occurred on July 15, 2009,
when Moody's assigned a Caa1 rating to the company's proposed
senior secured note issuance.

Duane Reade, Inc., operates 253 drug stores principally in
Manhattan and the outer boroughs.  Annual revenues are
approximately $1.8 billion.


EDDIE BAUER: Wins Nod for Executive & Manager Incentive Programs
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Eddie Bauer Holdings, Inc., et al.'s Key Executive
Incentive Program and Key Manager Incentive Program.  The
incentive plan were designed to motivate eligible executives and
managers to optimize the value received by the Debtors' estates
form a sale of the business or the Debtors' assets.

Under the KEIP, eight of the Debtors' executive officers would,
upon the closing of a sale of the Debtors' assets, receive a
share, allocated pro rata by the participants' current annual
salary, of 5% of the gross sale proceeds received from a sale in
excess of $202.5 million up to $252.5 million maximum.  The cost
of the KEIP would thus range from $0 to as high as $2.5 million
(5% of $50 million for a sale of $252.5 million).

The KMIP covers 39 of the Debtors' key operational vice presidents
and managers, and pays 2.5% of the gross sale proceeds in excess
of $202.5 million up to $252.5 million maximum, for a maximum
payout of $1,250,000.

                         About Eddie Bauer

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

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

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

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


EDDIE BAUER: Committee Taps Lang Michener as Canadian Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Eddie Bauer
Holdings Inc., et al., asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to retain Lang Michener LLP
as its Canadian counsel, nunc pro tunc to June 25, 2009.

Lang Michener has agreed to:

  a) represent the Committee at hearings in the Canadian
     proceeding and any other related proceedings;

  b) review and analyze all pleadings, orders, statements of
     operations, schedules, and other legal documents in the
     Canadian proceeding or any other proceedings in Canada
     relating to the Debtors, the Canadian Debtor Affiliates or
     any of their respective property, assets or businesses; and

  c) report to and advise the Committee and its United States'
     professional advisors regarding the ramifications of the
     motions before the Canadian Court in relation to the Chapter
     11 cases.

Lang Michener's hourly rates are:

     Partners                    C$300-C$860
     Counsel                     C$325-C$595
     Associates                  C$235-C$595
     Summer/Articling Students   C$175-C$230
     Paralegals                   C$75-C$260

Alex Ilchenko, Esq., a counsel at Lang Michener, tells the Court
that the firm does not hold or represent any interest adverse to
the Debtors in the matters for which the firm is proposed to be
retained, and that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                         About Eddie Bauer

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

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

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

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


EDDIE BAUER: Panel Taps Benesch Friedlander as Delaware Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Eddie Bauer
Holdings Inc., et al., asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to employ Benesch
Friedlander Coplan & Aronoff, LLP as its Delaware and conflicts
counsel, nunc pro tunc to June 25, 2009.

The Committee seeks to employ Benesch to represent it and perform
services for the Committee in connection with carrying out its
fiduciary duties and responsibilities under the Bankruptcy Code.

The firm's current hourly rates are:

     Partners                    $320-$645
     Associates                  $240-$300
     Paralegals                  $160-$195
     Administrative Assistants   $115-$120
     Document Clerks             $115-$120

Bradford J. Sandler, Esq., a partner at Benesch, tells 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" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About Eddie Bauer

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

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

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

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


EDDIE BAUER: Committee Taps Capstone Advisory as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of Eddie Bauer
Holdings Inc., et al., asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to retain Capstone Advisory
Group, LLC, as its financial advisor, nunc pro tunc to June 25,
2009.

Capstone has agreed to:

  a) advise and assist the Committee in its analysis of the asset
     purchase agreement dated June 16, 2009, for the purchase of
     substantially all of the assets of the Debtors as well as any
     additional purchase offers or liquidation bids received by
     the Debtors;

  b) analyze the Debtors assets and analyze possible recovery to
     the various creditor constituencies under various scenarios;
     and

  c) analyze information from the Debtors regarding potential
     bidder due diligence efforts.

Capstone's hourly rates are:

     Executive Directors         $570 to $795
     Staff                       $250 to $550
     Support Staff               $110 to $170

Jay I. Borow, a member and executive director at Capstone, tells
the Court that the firm has no interests materially adverse to the
Debtors' estates of their creditors, and that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                         About Eddie Bauer

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

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

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

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


EDDIE BAUER: Committee Taps Cooley Godward as Lead Counsel
----------------------------------------------------------
The official committee of unsecured creditors of Eddie Bauer
Holdings Inc., et al., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Cooley Godward
Kronish LLP as its lead counsel, nunc pro tunc to June 25, 2009.

Cooley Godward has agreed to:

  a) attend the meetings of the Committee;

  b) review financial information furnished by the Debtors to the
     Committee;

  c) negotiate the budget and the terms of postpetition financing;

  d) review and investigate the liens of purported secured
     parties;

  e) confer with the Debtors' management and counsel;

  f) coordinate efforts to sell or reorganize assets of the
     Debtors in a manner that maximizes the value for unsecured
     creditors;

  g) review the Debtors' schedules, statements of affairs and
     business plan;

  h) advise the Committee as to the ramifications regarding all of
     the Debtors' activities and motions before this Court;

  i) file appropriate pleadings on behalf of the Committee;

  J) review and analyze the Debtors' financial advisor's work
     product and report to the Committee;

  k) provide the Committee with legal advice in relation to the
     cases;

  l) prepare various applications and memoranda of law submitted
     to the Court for consideration and handle all other matters
     relating to the representation of the Committee that may
     arise;

  m) assist the Committee in negotiations with the Debtors and
     other parties in interest on an exit strategy for this case;
     and

  n) perform other legal services for the Committee as may be
     necessary or proper in these proceedings.

Cooley Godward will be compensated based on the hourly rates of
its professionals:

   Jay Indyke, Esq.            Partner       $785
   Cathy Hershcopf, Esq.       Partner       $705
   Richard Kanowitz, Esq.      Partner       $705
   Nicolas Smithberg, Esq.     Partner       $580
   Seth Van Aalten, Esq.       Associate     $580
   Lesley Kroupa, Esq.         Associate     $390

Jay R. Indyke, a member at Cooley Godward, tells the Court that
the firm does not have an interest adverse to the Debtors'
estates, and that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                         About Eddie Bauer

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

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

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

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


ELEMENTAL ENERGY: Sent to Chapter 7 Bankruptcy by Creditors
-----------------------------------------------------------
Nanea Kalani at Pacific Business News reports that Chuck C. Choi,
at Wagner Choi & Verbrugge, has filed, on behalf of four
creditors, a petition to put Elemental Energy, dba Sunetric, in an
involuntary bankruptcy under Chapter 7 of the U.S. Bankruptcy
Code.  Business News states that creditors filing for Sunetric's
liquidation include:

     -- Allison-Ide Structural Engineers LLC, which claims it is
        owed $12,985 for services;

     -- PLS Builders, for services totaling $21,818; and

     -- Pang Communications, which claims it is owed $5,205.

According to Business News, the creditors alleged that Sunetric
failed to bills totaling $215,000.  Business News says that former
Sunetric executive Joshua Powell is named as the Company's largest
creditor.  The report states that Mr. Powell resigned in May 2009
as vice president of construction operations for Sunetric to
handle similar duties at Distributed Energy Partners.  The report
says that Mr. Powell claims that he is owed about $175,000 in
compensation.

Sunetric founder Sean Mullen said in a statement, "It is
unfortunate that this petition came about, fueled by a few
disgruntled ex-employees who recently started a competing company.
Sunetric and its legal team will be vigorously opposing the
petition, as we believe this case is meritless.  Sunetric
continues to pay our vendors in a timely manner.  This year is no
different from last year's remarkable growth for our company, as
we continue to grow in profitability."

Kailua-based solar energy firm Elemental Energy was founded by
Sean Mullen in 2004 as Suntech Hawaii and has approximately 50
employees.  The Company focuses mainly on the residential market
for rooftop photovoltaic systems and solar hot water heaters.  It
was responsible for about a fourth of the PV systems that went
online in Hawaii in 2008.


ENTERPRISE BUILDERS: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Enterprise Builders, Inc.
        9112 Santa Anita
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 09-27865

Chapter 11 Petition Date: August 5, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: Winfield S. Payne III, Esq.
                  Winfield Payne and Associates
                  4308 Lime St
                  Riverside, CA 92501
                  Tel: (951) 276-9300
                  Email: Wpaynelaw@aol.com

Total Assets: $116,601

Total Debts: $1,103,793

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

                http://bankrupt.com/misc/cacb09-27865.pdf

The petition was signed by Doug Gregory Smith, CEO of the Company.


EUROFRESH INC: To Pay Southwest Gas's  $295,000 for 20-Day Claim
----------------------------------------------------------------
Arizona Daily Star reports that Eurofresh, Inc., will pay
Southwest Gas Corp. about $295,000 for gas bills left unpaid
within 20 days prior to the bankruptcy filing.

The balance of Eurofresh's debt is yet under negotiation, Arizona
Daily states, citing Southwest Gas spokesperson Libby Howell.

Arizona Daily relates that Southwest Gas, which is among
Eurofresh's biggest unsecured creditors, claimed that the Debtor
owes it about $1.3 million in unpaid bills for natural-gas
service.  Arizona Daily says that an order filed with the court
and expected to be signed by the Hon. Charles G. Case II of the
U.S. Bankruptcy for the District of Arizona would classify the
payment as an administrative expense.

According to Arizona Daily, a hearing will be held on Tuesday
regarding the utility matter and other issues.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
Company and Eurofresh Produce Ltd., its affiliate, filed for
Chapter 11 on April 21, 2009 (Bankr. D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five
creditors to serve on the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  the Committee
retained Stutman, Treister & Glatt P.C. as counsel, and Lewis &
Roca L.L.P. as co-counsel.  The Eurofresh Inc., in its bankruptcy
petition, said it has assets worth $50 million to $100 million and
debts of $100 million to $500 million.


EVERGREEN TRANSPORTATION: Case Summary & Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Evergreen Transportation, Inc.
        PO box 410
        Evergreen, AL 36401

Case No.: 09-13525

Type of Business: The Debtor operates a freight and logistics
                  business.

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Bankruptcy Judge Margaret A. Mahoney

Debtor's Counsel: Lawrence B. Voit, Esq.
            4317-A Midmost Dr.
            Mobile, AL 36609-5507
            Tel: (251) 343-0800
            Email: lvoit@silvervoit.com

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

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

The petition was signed by Robert T. Schmidt, the company's chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
ET - Special Benefits                            $557,848
Blue Cross Blue Shield
of Alabama
PO Box 360037
Birmingham, AL 35236-0037

Suntrust Leasing Corporation                     $234,012

Bank of the West                                 $163,827

People's Capital and                             $153,822
Leasing Corp

Blue Cross and Blue                              $125,166
Shield of AL
Payment Processing

Fuel Masters, LLC                                $108,825

Ellis Oil Company                                $108,023

Companion Life Insurance Co                      $93,521
c/o Medical Risk Managers

Fleetpride Inc                                   $91,413

Greenberg Traurig LLP                            $89,930

D.M. Bowman Inc.                                 $86,897

Turner Hamrick LLC                               $86,775

Peoplenet Comm Corp                              $85,567

Southeastern Pneumatic                           $84,028

National Interstate Insurance                    $81,112
Company

Gallagher Bassett Services                       $79,793

Tom McLeod Software Corp                         $72,524

FIA Card Services                                $71,412

Leclair Ryan                                     $67,079

Daimler Chrysler Financial Svcs                  $62,727


FERTINITRO FINANCE: Moody's Junks Ratings on $250 Mil. Bonds
------------------------------------------------------------
Moody's Investors Service has downgraded the rating on Fertinitro
Finance Inc.'s $250 million of senior secured bonds to Caa2 from
B3.  The outlook remains negative.  The downgrade reflects the
$33 million draw the project made on its debt service reserve
account in April, which left the project with a total of less than
$30 million in cash, and its failure to replenish a meaningful
amount of that draw in June as the company projected it would as
recently as the middle of that month.  The draw on the debt
service reserve was much larger than the $7.5 million draw that
was anticipated when the project's outlook was revised to negative
in March.  The company currently anticipates fully utilizing its
remaining debt service reserves in conjunction with its next debt
service payment in October, which it currently projects will leave
it with less than $9 million in its operating account.  The
negative outlook considers the possibility of a payment default in
October if the company falls short of its forecasts again.  In
addition, a new Venezuelan petrochemical law both reduces the
likelihood of sponsor support in the event of a cash flow
shortfall and lowers expected recovery values in the event of a
default in Moody's opinion.  However, Moody's note that the
forecast appears to be based on relatively conservative pricing
assumptions and given the pricing volatility of its outputs the
project could potentially outperform current expectations, as it
has done in the past.

The deterioration in the project's financial performance is a
result of a sharp drop in prices for ammonia and urea.  The
average realized price per metric ton of ammonia in the first half
of this year was less than $200, down from $506 in 2008.  Over the
same period, average urea prices fell to $240 from $416 in 2008.
While both ammonia and urea prices spiked in 2008, prices for both
during the first half of 2009 were below 2007 levels ($290 and
$279 respectively) as well.  In the company's most recent monthly
forecast, prices were projected to remain at depressed levels for
the rest of the year, though they were expected to pick up
somewhat in the September-October timeframe.  The issuer currently
reports that pricing is trending upward, but this has not been
substantiated.  Moody's estimates that if urea and ammonia prices
average just $18/ton, or 9.1% on a weighted average basis, less
than currently forecast, the project could burn through the rest
of its forecast operating account balance by the end of October,
which would leave it with insufficient funds to make its scheduled
debt service payment.

Furthermore, Moody's note that the company's current forecast
anticipates a significant improvement in operating performance,
which Moody's believe will be challenging for it to achieve given
its recent history.  Failure to achieve this projected improved
performance could also put pressure on the project's ability to
make its next debt service payment.  The projected capacity factor
of 92% for July to December would result in a capacity factor of
88% for the year.  The project was able to exceed this level in
2006.  However, in the past two years its capacity factor fell two
82% and 76% respectively, though a portion of this decline was
attributable to extrinsic events (primarily power outages).
Moody's note that current projections anticipate the deferral of
$5 million of the $25 million in capital expenditures that had
initially been budgeted for this year.  While this will enable the
company to conserve some cash, these investments were intended to
help resolve some of the operating problems the company has
encountered in the past and thus increases the likelihood that
these problems could recur.

On June 16, the Venezuelan Congress enacted a new Organic Law for
Petrochemical Activities that requires that all newly formed
enterprises involved in petrochemicals be at least 50% owned by
the government.  The issuer is of the opinion that is not affected
because it was formed prior to passage of the law, which it
asserts does not apply retroactively, nor does it believe that the
law forces the transfer of shares or contemplates the
nationalization of pre-existing joint-ventures.  However, the law
is quite broadly written and remains subject to interpretation,
implementation, and enforcement.  Given the government's history
of nationalization of enterprises in other sectors of the economy,
and its past actions relating to the mandated diversion of
Fertinitro's output to the domestic market at below-market prices,
the law increases the level of political risk and uncertainty
faced by the project.  In Moody's opinion, this reduces the
likelihood that the project's non-governmental sponsors, which
together own 65% of the project, will provide financial support in
the event of a shortfall in cash flows and also reduces the
expected recovery value in event of default.

The last rating action with respect to Fertinitro was on March 24,
2009 when the outlook was revised to negative.

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

Fertinitro Finance Inc. is a financing vehicle incorporated in the
Cayman Islands, whose debt is secured by Fertilizantes
Nitrogenados de Venezuela, Fertinitro, C.E.C. ("Fertinitro"), a
$1.1 billion integrated fertilizer project located in Venezuela.
The project, which was completed in 2001, consists of two ammonia
and two granular urea plants at the Jose Petrochemical Complex in
Jose, Venezuela.  The project monetizes surplus associated gas
from oil production in Venezuela, to be supplied by PDVSA Gas.
Production capacity is approximately 1.4 million metric tons of
urea and 1.3 million tons of ammonia annually, though
approximately 67% of the plant's ammonia output is used to produce
urea.  Ammonia and urea are primarily used as agricultural
fertilizers.


FINLAY ENTERPRISES: Files for Chapter 11 to Liquidate Assets
------------------------------------------------------------
Finlay Enterprises, Inc., and several of its wholly owned
subsidiaries have filed voluntary petitions for relief under
Chapter before the U.S. Bankruptcy Court for the Southern District
of New York.

The Company, in collaboration with its financial advisor, Alvarez
& Marsal, has decided to pursue an auction and sale process for
its assets and business.  The Company has entered into an agency
agreement with Gordon Brothers Retail Partners, LLC pursuant to
which Gordon Brothers will act as the "stalking horse" bidder in
connection with an auction that the Company intends to conduct for
its business and assets.  The agency agreement and the outcome of
the auction are subject to approval by the Court.

Bloomberg News, citing people familiar with the situation, the
Company received a bid in advance of the bankruptcy filing from
Versa Capital Management Inc., a Philadelphia-based private-equity
firm.

The Company has filed a variety of motions with the Bankruptcy
Court that, with the Court's approval, will allow it to continue
to conduct business in the ordinary course without interruption.

As is customary with public companies that have filed for chapter
11, the Company expects the OTC Bulletin Board to temporarily halt
trading in the Company's stock pending receipt of additional
information on the Company's financial condition and
reorganization plans.  The Company intends to cooperate in
providing any such information requested by the OTC.

Arthur E. Reiner, Chairman and Chief Executive Officer of Finlay
Enterprises, Inc. commented, "Although today is a difficult day
for all of us at Finlay, we have arrived at this decision after
careful analysis and believe it is necessary given the continued
challenging economic environment that has resulted in our current
business condition.  As we consider the next steps for our
Company, we thank our employees, vendors and customers for their
ongoing support."

                  Challenging Retail Environment

Finlay operated licensed fine jewelry department stores throughout
the United States.  The decision by Macy's and certain other host
department stores to close a significant number of stores,
transfer the operation of some or all of their jewelry departments
to a competitor, or assume the operation of those departments
themselves greatly reduced Finlay's revenue base and materially
affected its business and financial condition during the last
several years, says Arthur E. Reiner, chairman of the Board, CEO
and President of Finlay.

The challenging retail environment prompted Finlay's prepetition
senior lenders to dramatically reduce the borrowing availability
under their prepetition credit facility in January and again in
February of 2009.  In February 2009, Finlay began reducing its
cost structure, which included significantly reducing headcount in
the Debtors' administrative and distribution center functions as
well as eliminating sales associate positions in the affected
department stores and specialty store locations.

In February 2009, the Debtors announced a plan to exit the leased
department store jewelry business entirely, consolidate certain of
their underperforming specialty stores and reorganize around their
better performing specialty stores.

            Going Concern, Liquidation Bids Accepted

In March 2009, the Debtors selected Gordon Brothers Retail
Partners, LLC to assist in the liquidation of the inventory
located at 549 department store locations and approximately 58 of
Finlay's stand-alone locations.  To date, the liquidation of the
Debtors' inventory at those locations has been orderly and
generally successful, generating approximately $237.5 million in
sales through July 4, 2009.  It is anticipated that the
liquidation of the Debtors' jewelry departments will be completed
on or before October 1, 2009, and the liquidation of the select
stand-alone stores will be completed on or before December 31,
2009.  The deal will be continued postpetition and Finlay will
receive 75% of the proceeds from the sale of additional goods.

In June 2009, the Debtors initiated a formal process to explore
the sale of all or substantially all of the Debtors' businesses or
assets as a going concern or inventory liquidation sale.
Ultimately, Finlay communicated with approximately 40 different
groups interested in purchasing some or all of the Debtors' assets
as a going concern and nine different groups regarding liquidation
bids.

This process has culminated in Finlay's entry, pending Bankruptcy
Court approval, into an agency agreement with Gordon Brothers
Retail Partners, LLC, pursuant to which Gordon Brothers will serve
as agent for the liquidation of substantially all of the Debtors'
remaining assets, subject to higher and better offers received at
an auction.

Under the Agency Agreement, Gordon Brothers will liquidate the
inventory in all of Finlay's 106 specialty retail store locations.

According to Mr. Reiner, Finlay's CEO, the proposed bidding
procedures will allow the Debtors to consider any and all bids for
any of their assets, whether such bids contemplate operating the
subject assets as a going concern or liquidating them pursuant to
an agency agreement.

                     About Finlay Enterprises

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer 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
second quarter ended August 1, 2009 totaled 182, including 67
Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the Petition Date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FORD MOTOR: Further Accelerates Product Rollout to Build on Gain
----------------------------------------------------------------
Taking advantage of its gain in market share, Ford Motor Co. is
accelerating new-model introductions and will replace up to 90% of
its North American lineup by 2012 to further boost sales.

In a news release, Ford Motor, the lone major U.S. automaker not
to have sought bankruptcy protection, divulged these plans:

    * Global Product Acceleration: By 2012, Ford plans to replace
      or refresh 70 to 90% of its vehicle lineups by volume
      in North America, Europe and Asia Pacific and Africa.  By
      2014, Ford plans to replace 140 to 160% of its lineup
      by volume in those regions.

    * Leaner, more efficient operations: By the end of 2009, Ford
      is on pace to reduce its structural costs by $14 billion to
      $15 billion compared with 2005.  At the same time, the
      company has lowered new vehicle engineering costs by 60% and
      reduced new facility and tooling costs by 40%.

    * Leveraging global platforms: Ford expects to build 680,000
      vehicles per core global platform within five years, up from
      345,000 at August 6.  By 2012, 78% of Ford's global volume
      will be on core platforms, up from 29% in 2007.

    * Newer product globally: An unprecedented rollout of high-
      quality, fuel efficient and safe vehicles is expected to
      improve Ford's global product average age by 20% by 2014.

Ford Motor said its plans to further accelerate new product
introductions across North America, Europe and Asia Pacific are
enabled by its efficient global product development system,
significant structural cost reductions and disciplined cash
management.

By 2012, Ford plans to replace or refresh from 70 to 90% of its
lineups by volume in each of the company's three largest business
regions -- North America, Europe and Asia Pacific and Africa,
Lewis Booth, Ford's chief financial officer, said in a speech at
the 2009 Management Briefing Seminars in Traverse City.

By 2014, Ford plans to replace or refresh 140 to 160% of its
lineups by volume in North America, Europe and Asia Pacific and
Africa.  The new products come on top of a host of new vehicle
introductions in the past two years that have resulted in Ford's
freshest lineup ever in the U.S. and other markets.

"As we reduce costs, manage cash and increasingly leverage our
`One Ford' global product plan, our critical priority is
protecting and enhancing our new vehicle pipeline," Mr. Booth
said. "In the worst of economic times, we are taking the actions
necessary not only to strengthen Ford's business but also to
deliver world-class levels of product freshness globally."

Ford's global lineup will benefit from its "One Ford" global
product plan, which calls for fewer but higher-volume platforms,
global vehicles such as the Fiesta, Focus and Transit Connect, as
well as increased parts sharing and commonality. Within five
years, Ford expects to have reduced the age of its global product
portfolio by 20%.

In his presentation, Booth outlined how Ford is dealing with the
current economic reality, protecting its product pipeline,
repairing its balance sheet and building a foundation for long-
term profitable growth. Booth reiterated that Ford is on track to
be breakeven or profitable on a pre-tax basis by 2011.

Among its business highlights, Ford:

    * Is on pace to achieve $14 billion to $15 billion in
      structural costs reductions by the end of 2009, compared to
      2005

    * Took actions to strengthen its balance sheet in the first
      half of 2009, including reducing Automotive debt by
      $10.1 billion, raising $1.6 billion in equity and qualifying
      for $5.9 billion in loans from the U.S. Department of Energy
      for advanced fuel-saving vehicles

    * Slowed its operating-related cash outflow from $7.7 billion
      in third quarter of 2008 to $7.2 billion in fourth quarter
      of 2008 to $3.7 billion in first quarter of 2008 to
      $1 billion in the second quarter of 2009

    * Renegotiated the U.S. labor agreements earlier this year,
      including both the operating contract and VEBA health care
      trust

    * Improved new vehicle engineering costs by 60% from 2006 to
      2008 and improved new vehicle facilities and tooling costs
      by 40% in the same time period

    * Improved average net revenue per unit in the U.S. by 9% in
      the first half of 2009 compared with the first half of 2008

    * Posted market share gains in all major regions in the second
      quarter of 2009

As Ford has taken actions to strengthen its underlying business in
the midst of the global economic downturn, the Company has
safeguarded investment in new product.  In 2009, 45% of Ford's
U.S. vehicle lineup by volume is new or significantly freshened.
New products include the 2010 Ford Taurus, 2010 Transit Connect,
new 2010 Fusion and Fusion Hybrid and 2010 Lincoln MKT.

In the next five years, Ford's global product development system
will drive an unprecedented product refreshment rate across Ford's
worldwide markets. Ford expects to build 680,000 vehicles per core
global platform within five years, up from approximately 345,000
at August 6.  At the same time, Ford has reduced global vehicle
nameplates from 97 in 2006 to 59 at the end of 2008, with further
reductions planned.

The Ford Transit Connect, already a success in Europe, is now
going on sale in North America.  The new Fiesta, a breakout hit in
Europe and Asia Pacific markets, comes to North America in the
first half of 2010. When the next generation global Focus debuts
in 2010, it will be sold in all major markets around the world.
Within a few years, the Fusion and Mondeo mid-size cars will
migrate to a common global platform, as will commercial vans.

As Ford accelerates product introductions around the world, the
company said it is committed to delivering product excellence in
the areas most important to customers, including:

    * Fuel economy: Ford is committed to delivering best-in-class
      or among the very best fuel economy with every new vehicle
      it introduces

    * Safety: Ford is utilizing active and passive safety
      technology to deliver leading safety across its lineup

    * Quality: Ford has reached parity with the best automakers in
      initial quality and has made significant strides in long-
      term durability and craftsmanship as measured by key third
      parties

    * Smart technology: Ford is building on its industry-leading
      position in offering unique technologies and features that
      make the driving experience easier, more enjoyable and
      safer, including Ford SYNC(R), Active Park Assist and SIRIUS
      Travel Link(tm)

"We have made it a business priority to deliver a full lineup of
Ford vehicles -- small, medium and large cars, utilities and
trucks -- that aim to be best-in-class in fuel efficiency,
quality, technology and safety and available to consumers with
exceptional value," said Derrick Kuzak, group vice president,
Global Product Development.  "We are making fuel economy a reason
to buy a Ford, and we are distinguishing ourselves as leaders in
connectivity and unique consumer-friendly technologies."

                       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.


FRASER PAPERS: To Submit Reorganization Plan by October 16
----------------------------------------------------------
Fraser Papers Inc. is developing a reorganization plan to present
to its creditors before the end of the existing stay period on
October 16, 2009.

The Company has taken these steps as part of its restructuring
process:

     -- Secured up to $44 million in debtor-in-possession
        financing from its two secured lenders to fund operating
        requirements while in creditor protection.  Subsequent to
        the quarter end, the Company reported received final
        approval in respect of the DIP financing and an extension
        of creditor protection obtained under CCAA and Chapter 15
        to October 16, 2009.

     -- Secured an additional $9.0 million in financing to
        complete the modernization project at the Company's
        lumbermill in Plaster Rock, New Brunswick. The funding is
        being provided by the Government of New Brunswick under an
        existing loan facility and will be used to complete the
        installation of a wood-fired boiler, new kilns and
        upgraded sawline equipment. These upgrades are expected to
        make the lumbermill cost competitive with other mills in
        eastern Canada.

     -- Entered into discussions with the Ministry of Economic
        Development of the Quebec Government regarding a potential
        financing plan that would fund the re-start of the
        hardwood pulp mill in Thurso, Quebec.

     -- Completed a five year collective agreement with its
        unionized employees at the Thurso pulp mill, conditional
        upon receiving a financing commitment from the Quebec
        Government.

     -- Continued to manage its investment in working capital by
        reducing inventories by $29.8 million during the quarter.

     -- Following the indefinite closure of the majority of the
        Company's Canadian operations including the Thurso pulp
        mill, the Edmundston sulphite mill, and the two New
        Brunswick lumbermills, the Company determined to
        discontinue its Canadian dollar hedging program. On
        closing out these forward positions, the Company recorded
        a gain of $12.5 million on the hedging program.

                      Second Quarter Results

Fraser Papers reported financial results for the second quarter
ended July 4, 2009.  The Company generated an EBITDA loss of
$9.9 million in the second quarter compared to an EBITDA loss of
$10.6 million in the first quarter.

The loss (after interest, depreciation and income taxes) in the
second quarter was $8.0 million or $0.16 per share compared to a
loss of $18.1 million or $0.36 per share in the first quarter.
During the second quarter, the Company recorded a net gain of
$12.5 million from unwinding its foreign exchange hedging program.

Despite substantial downtime and challenging market conditions,
the Company generated $700,000 in EBITDA in the paper business
reflecting higher net selling prices from sales of specialty
papers and lower input costs compared to the second quarter of
2008.

The Company reported improved product mix with specialty paper
grades making up 82% of the Company's paper sales volumes compared
to 79% in the first quarter of 2009.

The Company reported reduced inventories by $29.8 million by
taking substantial market downtime across the Company's
operations.

The Company discontinued its foreign exchange hedging program
generating a gain of $12.5 million.

"With the support of our major stakeholders, we have secured
adequate debtor-in-possession financing and we are now in the
process of developing a restructuring proposal for consideration
by our creditors," said Peter Gordon, CEO of Fraser Papers. "Our
objective is to emerge with a sustainable and profitable specialty
papers business.  A key first step will be to reach satisfactory
resolution to our labor and energy issues at our Edmundston
operation."

                             Outlook

The Company will continue to manage operating rates at its mills,
matching production to customer orders and minimizing investment
in working capital.  Until economic activity in North America
begins to improve markedly, demand for specialty papers is not
expected to improve while commodity grades of paper are forecast
to remain under pressure.  Fraser Papers continues to develop new
products supported by high levels of customer service and
technical field support as part of a focused strategy to retain
market share in competitive segments.

The market for market pulp, including NBHK, appears to be
tightening as a number of producers have announced price increases
for August.  As a result of increased demand in Asia, world
hardwood pulp inventories have been reduced to 38 days supply,
about 9% above levels which indicate a well balanced market. The
Company expects that pulp supply in North America will continue to
be strong so long as U.S. producers continue to receive a tax
subsidy for the production of black liquor in their pulp mills.

Lumber prices are not expected to improve over the balance of 2009
reflecting a continuation of weak conditions in the U.S. housing
starts. The Company continues to evaluate the necessity to restart
its lumber operations against chip requirements at its East Papers
operations.

With adequate financing to support operations through the existing
stay period, the Company is developing a restructuring plan to
present to its creditors with the objective of emerging with a
sustainable and profitable specialty papers business.

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

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for creditor protection under the Companies Creditors
Arrangement Act in Canada and Chapter 15 of the U.S. Bankruptcy
Code.


FREESCALE SEMICONDUCTOR: To Cut Executives' Base Salary by 3.85%
----------------------------------------------------------------
Freescale Semiconductor, Inc., announced in January 2009, that
executives were taking a voluntary and temporary base salary
reductionS as one of a number of cost savings measures implemented
in response to the macro-economic environment.  In addition,
Freescale's employees, including named executive officers, began
taking five days of unpaid time off each quarter in 2009.

On July 29, 2009, the Compensation and Leadership Committees of
the Board of Directors of Freescale Holdings GP, Ltd., the general
partner of Freescale Holdings L.P., and Freescale Semiconductor,
approved the form of a Second Amendment to Employment Agreement
with certain of Freescale's key executives, including Richard M.
Beyer and its other named executive officers.

Under the terms of the Second Amendment, effective July 26, 2009,
through the end of 2009, each named executive officer's annual
base salary was reduced by 3.85% and each named executive
officer's paid time off will be increased by 10 business days.
This Second Amendment is in addition to the base salary reductions
announced in January and replaces the requirement that named
executive officers take five days of unpaid time off each quarter.

                   About Freescale Semiconductor

Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets. The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.

As of July 3, 2009, Freescale had $5.69 billion in total assets
and $9.05 billion in total liabilities, resulting in $3.35 billion
in stockholders' deficit.

As of July 3, 2009, Freescale's corporate credit ratings from
Standard & Poor's, Moody's and Fitch were B-, Caa1 and CCC,
respectively.


FREMONT GENERAL: Settles BNY Contract Breach Claim for $14MM
------------------------------------------------------------
Fremont General Corp. has reached a settlement with the Bank of
New York Mellon to resolve a long-running breach of contract spat
over a $14 million wire transfer, according to Law360.  A request
to approve the settlement was filed in the U.S. Bankruptcy Court
for the Central District of California, report says.

On December 12, 2003, BNY filed its complaint for intentional
interference with contract, conversion, money had and received,
unjust enrichment, restitution, unfair competition, and
constructive trust against the Debtor in the United States
District Court, Central District of California,
commencing case no. CV03-9238-CAS (PJWx).

After judgment by the District Court and appeal to the United
States Court of Appeals for the Ninth Circuit, the District Court
Action was stayed pursuant to 11 U.S.C. Sec. 362(a) as a result of
the Debtor's bankruptcy filing on June 18, 2008.

On November 4, 2008, BNY filed Claim No. 599 in the amount of
$20,100,334 to assert its claim arising from the District Court
Action.

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.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


GENERAL GROWTH: Hires Baker & Daniels as Real Estate Attorneys
--------------------------------------------------------------
General Growth Properties Inc. and its affiliates seek the
Bankruptcy Court's authority to employ Baker & Daniels LLP as
special tax counsel to perform necessary legal services in
connection with its appeal of the real estate tax assessment of
the Glenbrook Mall in Fort Wayne, Allen County, Indiana, nunc pro
tunc to the Petition Date.

Under the terms of an engagement letter, Baker & Daniels will:

  (a) Review assessment records with reference to the Indiana
      real estate assessment regulations and statutory
      assessment provisions contained in the Indiana Code;

  (b) For those errors in the assessment that may be corrected
      on a retroactive basis, make a recommendation as to
      whether appeals of those errors should be filed;

  (c) For those errors in the assessment that may only be
      corrected by appealing the assessment to the local
      Property Tax Assessment Board of Appeals, make a
      recommendation as to whether that an appeal should be
      filed;

  (d) If the Debtors decide that appeals are appropriate,
      prepare the appropriate petitions, including refund
      claims if applicable, and file those petitions with the
      appropriate county authorities;

  (e) With respect to any appeals to the PTABOA, prepare a
      written presentation on behalf of the Debtors to be
      submitted to the appropriate PTABOA;

  (f) Represent the Debtors at any and all hearings before the
      PTABOA in regard to any appeal;

  (g) Review the assessment determination of the PTABOA and
      make a recommendation to the Debtors as to whether a
      further appeal should be taken to the Indiana Board;

  (h) If it is determined by the Debtors that an appeal should
      be taken, prepare the appropriate appeal petitions and
      initiate the appeal before the Indiana Board;

  (i) Prepare a written presentation on behalf of the Debtors to
      be submitted to the Indiana Board;

  (j) Represent the Debtors in any and all hearings before the
      Indiana Board in regard to the assessment appeal;

  (k) Review the final assessment determination of the Indiana
      Board in regard to the appeal and make a recommendation
      to the Debtors as to whether an appeal should be filed,
      prepare all appropriate pleadings and briefs and represent
      the Debtors before the Indiana Tax Court; and

  (l) If Baker & Daniels and the Debtors jointly decide that an
      appeal to the Indiana Supreme Court should be filed,
      prepare all appropriate pleadings and briefs and represent
      the Debtors before the Indiana Supreme Court.

In addition, Baker & Daniels has further agreed to represent the
Debtors in any action to determine the Debtors' tax liability
pursuant to Section 505 of the Bankruptcy Code with respect to
the Glenbrook Square Litigation in the Bankruptcy Court.

The Debtors will pay Baker & Daniels according to the firm's
hourly rates.  The Debtors anticipate that these Baker & Daniels
professionals will take a lead in the firm's representation of
the Debtors:

  Stephen H. Paul                    $585
  John Lamore                        $415
  Vickie L. Norman                   $350
  Brent A. Auberry                   $350
  Real Estate Analyst/Paralegal      $250

The Debtors will also reimburse Baker & Daniels for any
reasonable out-of-pocket expenses.

Stephen H. Paul, Esq., a partner at Baker & Daniels LLP, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors or their estates.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Incurs $158 Million Loss in Second Quarter
----------------------------------------------------------
General Growth Properties, Inc., released its second quarter 2009
operating results.  For the second quarter of 2009, Core Funds
From Operations (Core FFO) per fully diluted share were $0.39,
Funds From Operations (FFO) per fully diluted share were $0.18 and
Earnings per share -- diluted (EPS) were a loss of $0.51. In the
comparable 2008 period, Core FFO per fully diluted share was
$0.70, FFO per fully diluted share were $0.69 and EPS were $0.12.
Core FFO and FFO declined for the second quarter of 2009 as
compared to the second quarter of 2008 primarily as a result of
provisions for impairment in 2009 and reorganization costs
related to our bankruptcy filings in April 2009.  A Supplemental
Schedule of Significant FFO Items that Impact Comparability is
provided with this release.  In addition, the second quarter and
year to date 2008 results have been restated from the amounts
originally reported in 2008 to reflect the adoption of two
accounting pronouncements as of January 1, 2009, that required
retrospective application.

As previously reported, the Company and certain of our wholly-
owned subsidiaries have been operating since April 2009 as
debtors-in-possession pursuant to the provisions of Chapter 11 of
the U.S. Bankruptcy Code.  The Chapter 11 cases are being jointly
administered in the Bankruptcy Court of the Southern District of
New York.  However, our property management subsidiary, certain
of our wholly-owned subsidiaries, and our joint ventures, either
consolidated or unconsolidated, have not sought such Chapter 11
protection. Since the commencement of the Chapter 11 cases, the
Debtors have continued their normal operations, as approved by
Bankruptcy Court rulings, and have been developing a plan of
reorganization that extends mortgage maturities, reduces overall
leverage and that would allow the emergence from bankruptcy as
quickly as possible while preserving the Company's integrated,
national business operations.

             Financial and Operational Highlights

Core FFO is defined as Funds From Operations excluding the Real
Estate Property Net Operating Income (NOI) from the Master Planned
Communities segment and the provision for income taxes.  Core FFO
for the second quarter of 2009 was $124.6 million or $0.39 per
fully diluted share as compared to $222.1 million or $0.70 per
fully diluted share for the second quarter of 2008.  Core FFO
declines for the second quarter of 2009 as compared to the second
quarter of 2008 were primarily due to a $13.3 million reduction in
NOI (due to occupancy declines and the overall weakness of the
retail economy, both of which negatively influenced minimum and
overage rents) and the approximately $33.7 million of
reorganization costs and the approximately $27.9 million of
additional restructuring costs (categorized as general and
administrative costs) incurred in the second quarter of 2009 as
compared to no such reorganization or restructuring costs incurred
in the second quarter of 2008.  In addition, while approximately
$26.5 million of impairments were recognized in the second quarter
of 2009 (related to goodwill ($19.4 million) and to proposed
development projects that were terminated during the quarter
($7.1 million)), no significant impairments were recognized in the
second quarter of 2008.

FFO per fully diluted share was $0.18 in the second quarter of
2009.  FFO for the quarter was $58.2 million as compared to
$221.7 million in the second quarter of 2008.  In addition to the
Core FFO variance items listed above, during the second quarter of
2009 an impairment provision of approximately $55.9 million was
recorded at our Nouvelle at Natick condominium development.
Reference is made to the attached Supplemental Schedule of
Significant FFO Items that Impact Comparability for additional
items impacting FFO comparability.

EPS for the second quarter of 2009 were a loss of $0.51 per share
versus income of $0.12 in the second quarter of 2008.  Its second
quarter 2009 EPS were significantly impacted by the FFO items
discussed above.  In addition, there were no significant
sales of retail and other assets in 2009 whereas in the second
quarter of 2008 we sold (in two separate transactions) three
office buildings (two located in Maryland and one located in Las
Vegas) resulting in gains of approximately $30.8 million, net
of approximately $6.2 million attributable to non-controlling
interests, or approximately $0.12 per share.

                      Segment Results
                 Retail and Other Segment

NOI for the second quarter of 2009 was $615.8 million, a decrease
of approximately 2.1% from the $629.1 million reported in the
second quarter of 2008.  Minimum rents (including temporary tenant
revenues), overage rents and other revenues (including
sponsorship, vending, parking and advertising) in the second
quarter of 2009 declined as compared to the same period of
2008 due to the continued weakness in the economy and occupancy
declines.  In addition, we sold three office buildings in 2008,
as discussed above, which also contributed to the decrease in
NOI.  Weaknesses in certain of our tenants' businesses also led to
a $3.9 million increase in our provision for doubtful accounts in
the second quarter of 2009 as compared to the second quarter
of 2008.

Revenues from consolidated properties were $750.9 million for the
second quarter of 2009 as compared to $775.1 million for the same
period in 2008, a decline of 3.1%.  The majority of this decline
is due to the items impacting FFO discussed above.

Revenues from unconsolidated properties, at the Company's
ownership share, decreased to $149.8 million or 2.6% compared to
$153.8 million in the second quarter of 2008.  This decrease was
primarily due to declines in temporary tenant revenues and
other income in the second quarter of 2009 as compared to the
second quarter of 2008.

Total tenant sales declined 8.4% and comparable tenant sales
declined 9.5% in 2009, both on a trailing 12 month basis,
compared to the same period last year.

Comparable NOI from consolidated properties in the second
quarter of 2009 declined by 2.7% compared to the second quarter
of 2008.  Comparable NOI from unconsolidated properties at the
Company's ownership share in the second quarter of 2009 declined
4.7% compared to the second quarter of 2008.  In the aggregate,
comparable segment NOI decreased 3.0% as compared to the second
quarter of 2008.

Retail Center occupancy remained steady at 91.0% at June 30,
2009, as compared to 90.9% at March 31, 2009 but declined as
compared to 93.2% at June 30, 2008.

Tenant sales per square foot for second quarter 2009 (on a
trailing twelve month basis) were $417 versus $427 for the first
quarter 2009 and $459 in the second quarter of 2008.

              Master Planned Communities Segment

NOI in the second quarter of 2009 for the Master Planned
Communities segment was a loss of $55.3 million for consolidated
properties and income of $4.7 million for unconsolidated
properties as compared to income of $0.6 million for consolidated
properties and of $6.6 million for unconsolidated properties,
respectively, in the second quarter of 2008.  As detailed in the
Supplemental Schedule of FFO Items that Impact Comparability, the
NOI loss in the second quarter of 2009 for consolidated
properties is due primarily to the $55.9 million provision for
impairment related to the Natick at Nouvelle condominium
development.  Although the single bulk sale of substantially all
of our remaining residential acreage at the Fairwood Community
was completed in the second quarter of 2009, this transaction did
not significantly impact NOI for the quarter as the final
sales price was not materially different from the estimated sale
price utilized for the computation of the $52.8 million
provision for impairment recorded in the first quarter of 2009.
NOI remains negative for certain other communities as
operating expenses cannot be completely eliminated despite the
significant reduction in current sales revenues.

Land sale revenues in the second quarter of 2009 were
approximately $22.4 million for consolidated properties (including
approximately $15.0 million of sales revenue related to the bulk
sale of substantially all of our remaining land at Fairwood) and
approximately $13.4 million for unconsolidated properties,
compared to $15.9 million for consolidated properties and
$17.8 million for unconsolidated properties, in the second quarter
of 2008 as current economic conditions continue to
depress residential home building.

A full-text copy of the Second Quarter 2009 result is available
for free at http://ResearchArchives.com/t/s?40b3

                General Growth Properties, Inc.
               Consolidated Statements of Income
               Three Months Ended June 30, 2009
                       (In thousands)

Revenues:
Minimum rents                                    $498,708
Tenant recoveries                                 224,691
Overage rents                                       5,782
Land sales                                         22,448
Management and other fees                          15,920
Other                                              24,546
                                                ----------
Total revenues                                    792,095
                                                ----------

Expenses:
Real estate taxes                                  68,959
Repairs and maintenance                            50,082
Marketing                                           6,906
Other property operating costs                     98,497
Land sales operations                              21,850
Provision for doubtful accounts                     8,847
Property management and other costs                42,200
General and administrative                         32,304
Provisions for impairment                          82,388
Depreciation and amortization                     186,472
                                                ----------
Total expenses                                    598,505
                                                ----------
Operating income                                   193,590
                                                ----------
Interest income                                        501

Interest expense                                  (319,543)
                                                ----------
Loss before income taxes, noncontrolling
interests and equity in income of
Unconsolidated Real Estate Affiliates            (125,452)
Provision for income taxes                         (15,742)
Equity in income of Unconsolidated Real Estate
Affiliates                                         16,339
Reorganization items                               (33,726)
                                                ----------
(Loss) income for continuing operations           (158,581)
Discontinued operations - gain (loss) on
dispositions                                            -
                                                ----------
Net (loss) income                                 (158,581)
Allocation to noncontrolling interests                 179
                                                ----------
Net (loss) income attributable to common
stockholders                                    ($158,402)
                                                ==========

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Sec. 341 Meeting Adjourned to September 17
----------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
the creditors of General Growth Properties, Inc., and its debtor
affiliates on September 17, 2009, at 2:30 p.m. Eastern Time at
the fourth floor at 80 Broad Street, in New York.

The 341 Meeting has been adjourned twice.  A 341 Meeting was
originally scheduled on May 14, 2009, and was subsequently
adjourned to August 13, 2009.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Scheduled Deadline Moved to August 31
-----------------------------------------------------
Judge Allan Gropper extends the time in which General Growth
Properties Inc. and its units must file their schedules of assets
and liabilities and statements of financial affairs to August 31,
2009, without prejudice to the Debtors' right to seek further
extensions.

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERLA GROWTH: To Sell De Minimis Assets in Ordinary Course
------------------------------------------------------------
In the ordinary course of business, General Growth Properties Inc.
and its units sell and convey real and personal property and grant
easement interests in real property, including de minimis sales of
real and personal property for a gross purchase price that does
not exceed $5 million.  The Debtors also pay reasonable
transaction costs related to Asset Conveyances, including broker
commissions, finder fees, recording fees, title insurance costs,
survey charges, attorneys' fees and transfer taxes.  The Debtors
believe that Non-Debtor Conveyances do not require Court
authorization and amendments to a Price Participation Agreement
and Asset Conveyances are within the scope of Section 363(c) of
the Bankruptcy Code.

By this motion, the Debtors ask the Court to authorize non-
noticed asset conveyances and de minimis sales pursuant to
Sections 105 and 363 of the Bankruptcy Code.

With respect to Non-Noticed Asset Conveyances, the Debtors will
not conduct a Non-Noticed Asset Conveyance for any individual (i)
Master Planned Communities Sale (x) in excess of 20 acres or (y)
for a gross sales price in excess of $5 million; (ii) residential
unit sale for a gross sales price in excess of $1.5 million;
(iii) personal property conveyance for a gross sales price in
excess of $1 million; or (iv) exchange conveyance where the net
property loss is more than three acres or there is a material
adverse effect on a Debtor's access to its property.  The
monetary limitations will be measured on a sale by sale basis.

As to De Minimis Asset Sales, the Debtors will serve a notice of
a proposed De Minimis Asset Sale with the counsel to the Official
Committee of Unsecured Creditors, and any prepetition secured
lender with an interest in an Asset to be sold.  The notice will
contain the name of the other parties to the De Minimis Asset
Sale and a summary of the terms of the De Minimis Asset Sale.
The Notice Parties will be given seven days after service of the
De Minimis Asset Sale Summary to file any objection to the
Debtors' counsel.  If a Notice Party objects to the De Minimis
Asset Sale, the Debtors will not proceed with the De Minimis
Asset Sale, but may (i) submit a revised De Minimis Sale Summary
to the Notice Parties or, (ii) file a motion with the Court
seeking approval of the De Minimis Asset Sale on an expedited
basis.  If no Notice Parties timely object, the Debtors will
proceed with the proposed Other De Minimis Asset Sale without
further Court approval.

The Debtors further seek the Court's authority to pay all
reasonable Transaction Costs without further notice or Court
order.  The Debtors also ask the Court to approve any Non-Noticed
Asset Conveyance, and De Minimis Asset Sale, free and clear of
all liens and encumbrances.  The Debtors will provide a report of
Non-Noticed Asset Conveyances and Authorized De Minimis Asset
Sales in the monthly operating reports filed with the Court.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, stresses that obtaining Court approval for each asset
conveyance would result in unnecessary administrative costs,
which could drastically reduce the ultimate net value of these
Assets, he asserts.  Moreover, parties that may hold liens on the
assets could be compelled to accept a monetary satisfaction of
those interests pursuant to Section 363(f)(5) and will be given
sufficient opportunity to object to the De Minimis Motion, he
maintains.

                       Parties React

CWCapital Asset Management LLC, J.E. Robert Company, Inc.,
Midland Loan Services, Inc., and ORIX Capital Markets, LLC, as
special servicers of the Debtors, propose that the Debtors should
provide a 20-day notice of all asset conveyances to any lender or
lienholder with an interest in the property to be sold or
conveyed.  If the interested party does not object to the
proposed asset conveyance, then the parties should be deemed to
have consented to the transaction and no Court order should be
required.  If an objection is filed, the Debtors should be
required to obtain Court approval of the Asset Conveyance in the
form of a determination that Section 363(f) of the Bankruptcy
Code is satisfied.  Thus, the Special Servicers ask the Court to
condition the approval of the De Minimis Motion on those proposed
modifications.

Loan servicers Wells Fargo Bank, N.A.; Bank of America, N.A.; and
ING Clarion Capital Loan Services, LLC and certain property
lenders of the Debtors join in CWCapital's objection.  Loan
servicer Centerline Servicing, Inc., argues that the Debtors
should comply with the loan documents with respect to the nominal
conveyances and de minimis asset sales.  A list of the objecting
property lenders is available for free at:

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

L&F Design Build, LLC; Dimeo Construction Company; J.C. Penney
Corporation, Inc., and J.C. Penney Properties, Inc.; Dick's
Sporting Goods, Inc.; and Dillard's Inc. object to any sale of
the Debtors' property free and clear of all their liens.

Lewisville Independent School District, Salt Lake County and
object to any sale without notice or opportunity to object to the
sale at a hearing.  A&K Endowment, Inc. specifically asks the
Court to deem it a notice party with respect to any proposed
sale, transfer, conveyance of Summerlin, a master-planned
community owned by the Debtors.

The Arlington Independent School District, the City of Wichita
Falls, the Wichita Falls ISD, Wichita County, the Humble ISD, the
Woodlands Metro Municipal Utility District, and Woodlands Rural
Utility District#1 ask the Court to order the Debtors' payment of
their secured tax liens at closing or, that a segregated account
be created from any sales proceeds sufficient to cover the
estimated 2009 taxes as adequate protection for the tax liens.

                       Debtors Talk Back

The Debtors served with the Court a revised proposed order
incorporating additional language to resolve certain of the
objections against the De Minimis Motion.

With respect to the special servicers' and prepetition lenders'
objections, the Debtors propose that within seven days prior to
effectuating a proposed Non-Noticed Asset Conveyance, the Debtors
will provide notice of the proposed Non-Noticed Asset Conveyance
to the applicable prepetition lender.  The Debtors further point
out that a 20-day notice, as suggested by the Prepetition
Lenders, may affect the Debtors' ability to close a time-
sensitive deal that would benefit their estates and creditors.

As to the objections filed by the local taxing authorities and
J.C. Penney, the Debtors propose that all-noticed asset
conveyances and authorized De Minimis Sales will be free and
clear of all liens, claims and encumbrances evidencing and
securing debt for borrowed money, outstanding obligations owed to
mechanics or materialmen and judgments, excluding liens or levies
for real estate taxes or any other general or special assessment
in favor of a governmental taxing authority.

The Debtors ask the Court to overrule the objections of Dimeo and
L&F Design because the lienholders would be entitled to adequate
protection under the Final Cash Collateral Order if the proceeds
of the sales are less than the full amount of the asserted liens.
The Debtors further ask the Court to overrule A&K's objection
because, as an unsecured creditor, A&K is more than adequately
represented by counsel to the Committee and does not require any
additional notice.

Accordingly, the Debtors ask the Court to deny the Objections and
approve the revised proposed order, which is available for free
at http://bankrupt.com/misc/ggp_revisedproporder.pdf

Subsequently, the Debtors filed with the Court another proposed
order with respect to the De Minimis Motion.  Under the second
proposed order, the Debtors propose that 10 days prior to
effectuating a proposed Non-Noticed Asset Conveyance, they will
provide notice of the proposed Non-Noticed Asset Conveyance to
the applicable prepetition secured lender.  Moreover, net cash
proceeds of Residential Unit Sales at the condominium development
known as Nouvelle at Natick located in Natick, Massachusetts,
will be allocated 80% to Dimeo and 20% to the Debtors, until that
time as Dimeo's prepetition mechanic's lien claim will be fully
satisfied.  A full-text copy of the Second proposed order is
available for free at:

          http://bankrupt.com/misc/ggp_2ndproporder.pdf

                     Parties Further Respond

CWCapital and the Special Servicers filed with the Court a
counterorder to the De Minimis Motion.  The Special Servicers'
counterorder, among others, (i) deletes the proposed carve-out
from the notice requirements, (ii) requires that the Debtor
making the proposed Non-Noticed Asset Conveyance satisfy certain
conditions.

Wells Fargo and BofA, as property lenders; Centerline Mortgagees;
and ING Clarion support the Special Servicers' Counterorder.

Dimeo further proposes that any bulk sale of the Residential
Units by the Debtors will contain a payment allocation of 80% and
20% share between Dimeo and the Debtors.

                            *     *     *

Judge Gropper approves the Debtors' second proposed order to the
De Minimis Motion.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GLOBAL CROSSING: June 30 Balance Sheet Upside-Down by $28.5 Mil.
----------------------------------------------------------------
Global Crossing Ltd. reported $2.32 billion in total assets and
$2.61 billion in total liabilities, resulting in $28.5 million in
stockholders' deficit at June 30, 2009.  Global Crossing's balance
sheet at June 30 also showed strained liquidity, with $749 million
in total current assets, including $268 million in cash and cash
equivalents, against $945 million in total current liabilities.

Global Crossing swung to a net income of $27 million for the three
months ended June 30, 2009, from a net loss of $89 million for the
same period a year ago.  For the six months ended June 30, 2009,
Global Crossing is in the red with a net loss of $31 million
compared with a net loss of $160 million for the same period a
year ago.

Global Crossing's consolidated revenue was $633 million in the
second quarter of 2009, representing a sequential increase of
$24 million or 4%, including an $11 million favorable foreign
exchange impact.  Year-over-year consolidated revenue decreased
$21 million or 3%, including a $58 million unfavorable foreign
exchange impact.  On a constant currency basis, consolidated
revenue increased 2% sequentially and 6% year over year.

In the long term, Global Crossing expects operating results and
cash flows to continue to improve as a result of the continued
growth of higher margin enterprise, carrier data and indirect
sales channel business, including the economies of scale expected
to result from such growth, and from ongoing cost reduction
initiatives, including initiatives to optimize the access network
and effectively lower unit prices.  Thus, in the long term, Global
Crossing expects to generate positive cash flow from operating
activities in an amount sufficient to fund all investing and
financing requirements, subject to the possible need to refinance
our existing major debt instruments.

In the short-term, Global Crossing expects cash provided by
operating activities (including IRUs and other prepaid sales) to
exceed purchases of property and equipment.  In particular, even
though the first half of 2009 incurred negative cash flows, Global
Crossing expects cash provided by operating activities to exceed
purchases of property and equipment for the full year 2009.  This
expectation is based in part on raising financing for property and
equipment from vendors and others in amounts comparable to those
arranged in 2008.

The vast majority of Global Crossing's long-term debt matures
after 2010.  However, Global Crossing has roughly $78 million
related to various debt agreements that is due and payable in the
next 12 months.  With regard to its major debt instruments,
(i) the $144 million original principal amount of its 5%
Convertible Notes matures in 2011 -- subject to earlier conversion
into GCL common stock at the conversion price of approximately
$22.98 per share; (ii) $332 million of its Term Loan Agreement is
due at final maturity in 2012; (iii) the $446 million original
principal amount of the GCUK Notes matures in 2014; and (iv) the
$225 million original principal amount of the GC Impsat Notes
matures in 2017.

Global Crossing also has roughly $10 million of bonds issued by GC
Impsat's Colombian subsidiary which mature in December 2010.  If
cash on hand at the time any of these debt instruments mature is
insufficient to satisfy these and its other debt repayment
obligations, Global Crossing would need to access the capital
markets to meet liquidity requirements.  Global Crossing said the
ongoing adverse conditions in global capital markets could make it
more difficult for the Company to obtain debt financing.

At June 30, 2009, Global Crossing had $1.323 billion of
indebtedness outstanding (including long and short term debt and
capital lease obligations), consisting of $449 million of GCUK
Notes, $126 million of 5% Convertible Notes ($144 million
aggregate principal less $18 million of unamortized discount),
$225 million of GC Impsat Notes, $342 million under the Term Loan
Agreement, $147 million of capital lease obligations and
$34 million of other debt.

A full-text copy of Global Crossing's Form 10-Q report is
available at no charge at http://ResearchArchives.com/t/s?40d3

A full-text copy of the news statement announcing the Company's
financial results for the quarter is available at no charge at:

                http://ResearchArchives.com/t/s?40d4

                       About Global Crossing

Global Crossing (NASDAQ: GLBC) is a global IP solutions provider
with the world's integrated global IP-based network.  The Company
offers a full range of secure data, voice, and video products to
roughly 40% of the Fortune 500, as well as to 700 carriers, mobile
operators and ISPs.  It delivers services to more than 690 cities
in more than 60 countries and six continents around the globe.


GLOBAL CROSSING: Judge Larimer Resolves Part of Locus Dispute
-------------------------------------------------------------
WestLaw reports that a customer's breach of contract counterclaim
was cognizable in a breach of contract action brought by a Chapter
11 debtor since the counterclaim arose directly out of the
transactions that formed the basis for the debtor's claims.  The
recoupment doctrine applied to the counterclaim since resolution
of the debtor's contract claims and the customer's counterclaim
would both require the factfinder to determine which, if any,
charges at issue were properly billed, and it would be difficult
if not impossible to separate the debtor's claims from the
customer's counterclaim.  Global Crossing Bandwidth, Inc. v. Locus
Telecommunication, Inc., --- F. Supp. 2d ----, 2009 WL 2033043
(W.D.N.Y.).

Chapter 11 debtor Global Crossing Bandwidth, Inc., brought an
action against its customer, Locus Telecommunication, Inc.,
seeking damages occasioned by Locus' alleged breach of contract.
Locus asserted several counterclaims.  The parties cross-moved for
summary judgment, the Honorable David G. Larimer, held that:

   (1) Locus' substantive False Claims Act counterclaim
       was not cognizable in breach of contract action
       brought by Global Crossing since the counterclaim
       did not sound in recoupment or offset;

   (2) Locus' breach of contract counterclaim was
       cognizable since the counterclaim arose directly
       out of the transactions that formed the basis for
       Global Crossing's claims;

   (3) summary judgment in favor of either party was
       inappropriate with respect to Global Crossing's
       assertion that Locus was barred from contesting
       the validity of Global Crossing's invoices because
       of Locus' failure to follow certain dispute
       procedures; and

   (4) Global Crossing could not recover from Locus under
       the theory of an account stated.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a leading
global IP solutions provider with the world's first integrated
global IP-based network.  The company offers a full range of
secure data, voice, and video products to approximately 40% of the
Fortune 500, as well as to 700 carriers, mobile operators and
ISPs.  It delivers services to more than 690 cities in more than
60 countries and six continents around the globe.

In Latin America, Global Crossing's business has operations in
Argentina, Brazil, Chile, Colombia, Ecuador, Panama, Peru, Mexico,
Venezuela, the United States (Florida), and the Caribbean region.
In addition to its IP-based, fiber-optic network, Global
Crossing's regional infrastructure includes 15 metropolitan
networks and 15 world-class data centers located in the main
business centers of Latin America.

                         *     *     *

Global Crossing Ltd. and a number of affiliates sought Chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188), and emerged from chapter 11 on December 9, 2003.

As of December 31, 2008, the Company's balance sheet showed total
assets of $2.35 billion and total liabilities of $2.59 billion,
resulting in total shareholders' deficit of $241 million.

As reported by the Troubled Company Reporter on January 23, 2009,
Moody's Investors Service assigned a Caa1 corporate family rating
to Global Crossing Limited and a B2 rating to the Company's
$350 million senior secured term loan.  The preferential access to
realization proceeds provided by the security package allows the
term loan credit facility's rating to be B2, two notches above the
Caa1 CFR. GCL was also assigned a speculative grade liquidity
rating of SGL-3 (indicating adequate liquidity).  The ratings
outlook is stable.


GMAC INC: $2.8 Bil. Pretax Loss Won't Affect S&P's 'CCC' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its CCC/Negative/C
ratings on both GMAC Inc. and Residential Capital LLC are not
affected by the release of consolidated quarterly results.  GMAC
reported a consolidated pretax loss of $2.8 billion versus a
consolidated pretax loss of $798 million last quarter.  Results
included sizeable one-time charges as GMAC and Residential Capital
LLC continue to deal with legacy assets and reposition their
operations.  Included in the current quarterly loss was
$1.2 billion associated with the tax impact of incorporation (GMAC
was incorporated in June; it was previously an LLC).  The
quarterly loss was again driven by its mortgage business, which
continues to report elevated provision levels and net charge-offs.
The mortgage operation reported a pretax loss of $2 billion.  On a
pretax basis, the firm's auto finance operation turned a profit of
$346 million.  The improved used vehicle market enhanced these
positive earnings, as residual value improvements reduced loss
severity.  The insurance subsidiary also reported a loss, but this
was driven by a goodwill impairment associated with its U.S.
consumer property and casualty business, which is under strategic
review.  Absent the goodwill impairment, the insurance subsidiary
made $131 million on a pretax basis.

S&P believes GMAC and Residential Capital LLC continue to face
significant operating challenges, and S&P expects continued poor
quarterly performance.  The auto industry remains weak, and S&P
think housing prices will continue to fall in many markets,
pressuring the firm's mortgage business.  S&P will continue to
monitor developments as they unfold.


GORDON CONSTRUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Gordon Construction Co., Inc.
           aka Gordon Construction Inc.
        P.O. Box 22626
        Santa Fe, NM 87502

Bankruptcy Case No.: 09-13490

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: William F. Davis, Esq.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  Email: daviswf@nmbankruptcy.com

                  Anne D. Goodman, Esq.
                  William F. Davis & Assoc., PC
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129

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 Robert R. Gordon, president of the
Company.


GREEKTOWN HOLDINGS: Address Disclosure Statement Objections
-----------------------------------------------------------
Greektown Holdings LLC and its affiliates note that objections to
the Disclosure Statement of their Joint Plan of Reorganization
consist of three general categories of arguments.

The first category consists of requests for the addition of
certain disclosures relating to the alleged rights of an
Objector.  For example, the MGCB seeks that statements be
included in the Disclosure Statement and Plan with respect to its
regulatory authority.  The Debtors aver that they have resolved
this category of Argument by agreeing to amend or supplement the
Disclosure Statement, and to the extent necessary, the Plan, to
provide for the reasonable disclosures as they believe in good
faith address the concerns raised by objecting parties.

The second category consists of requests to modify language or
information contained in the Disclosure Statement or Plan that is
alleged to be absent, false, incorrect, or misleading.  For
example, certain of the objecting parties objected to language in
the Disclosure Statement suggesting that they were involved in
the preparation of the Disclosure Statement and Plan.  The
Debtors relate that they have resolved this by agreeing to amend
the Disclosure Statement and Plan in good faith to address the
concerns raised by the objecting parties.

The third category consists of objections to the Plan itself.
For example, certain of the objecting parties argue that they
believe the value of the Debtors' business to be higher than the
value determined by Moelis & Company.  Objecting parties argue
that they are "in the money" and should receive a distribution.
The Debtors assert that these objections must be overruled by the
Court as confirmation objections and irrelevant to the approval
of the Disclosure Statement.  If necessary, the Debtors tell the
Court that they would stipulate that approval of the Disclosure
Statement will not bar objecting parties from raising these kind
of objections at the confirmation hearing.

A chart listing the various objections raised by certain
objecting parties and the resolution of those objections is
available for free at:

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

A redline draft of the First Amended Disclosure Statement
reflecting changes as a result of the resolutions of certain
Objections is available for free at:

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

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN HOLDINGS: Luna & Plainfield Present Alternative Plan
--------------------------------------------------------------
Judge Walter Shapero of the U.S. Bankruptcy Court for the Eastern
District of Michigan has begun hearings on the disclosure
statement describing the Joint Plan of Reorganization of Greektown
Holdings LLC and its debtor affiliates.

The hearing was originally scheduled for July 20, but was
adjourned to August 5, after a request for postponement by the
Official Committee of Unsecured Creditors.  The Committee's
request was joined by the Michigan Gaming Control Board.

Luna Greektown LLC and Plainfield Asset Management LLC and its
affiliates, who together hold approximately $10 million in
prepetition secured claims against the Debtors, ask the Court to
further adjourn the Disclosure Statement Hearing for 30 days or
through September 4, 2009.

On behalf of Luna and Plainfield, Salvatore A. Barbatano, Esq., at
Foley & Lardner LLP, in Detroit, Michigan, asserts that the
proposed adjournment is necessary because the Debtors' Plan is so
"fatally flawed."  He points out that while the Debtors' Plan
purports to contemplate a reorganization of the Debtors' estates,
it ignores the requirement of satisfying the standards for
licensing a casino under Michigan law.

The Debtors' Plan, Mr. Barbatano contends, fails to provide any
mechanism for the equity holders in the Reorganized Debtors to
either (a) be licensed by the Michigan Gaming Control Board to
own a casino, or (b) qualify for any exemptions to the MGCB's
licensing requirements.  The Debtors' Plan thus fails to comply
with Michigan law and cannot be confirmed, he emphasizes.

Mr. Barbatano tells the Court that Luna Greektown and Plainfield
have crafted an alternative and feasible plan of reorganization
for the Debtors that is specifically designed to address the
MGCB's licensing requirements.  He points out that among other
things, Luna Greektown and Plainfield are licensed to own a
casino in Michigan and in other states, so that their experience
with the intense regulatory scrutiny in the area should simplify
the licensing process.

The Alternative Plan facilitates compliance with the MGCB's
licensing requirements by providing that Luna Greektown and
Plainfield will agree to purchase any stock issued under the Plan
from parties who are unwilling or unable to satisfy the licensing
requirements under Michigan Law, Mr. Barbatano discloses.

In addition, Mr. Barbatano relates, the Alternative Plan contains
several other terms that are more beneficial to creditors than
the Debtors' Plan, including:

  (a) the injection of additional cash to fund the Debtors'
      business operations and distributions to creditors;

  (b) the offering of an option to the Debtors' prepetition
      secured lenders to receive distributions in either (i) a
      mix of cash and subordinated debt, or (ii) equity in the
      Reorganized Debtors; and

  (c) the provision of a recovery for certain unsecured
      creditors who would receive nothing under the Debtors'
      Plan.

The Alternative Plan also contemplates the continuation of the
Debtors' business operations as a going concern through a
reorganization of their estates.  However, the Alternative Plan
differs from the Debtors' Plan in these material ways:

  * Instead of receiving a "Plan Note," the holders of claims
    under the DIP Facility will be paid in full, in cash,
    through exit financing obtained by Luna Greektown and
    Plainfield.

  * The Prepetition Lenders have the option of choosing to take
    distributions in either (i) a mix of cash and subordinated
    debt, or (ii) equity in the Reorganized Debtors.

  * Luna Greektown and Plainfield will contribute $15.7 million
    of their own cash to fund distributions under the Plan
    and the Debtors' operations.

  * Holders of Trade Claims will receive a pro rata share of
    $4 million in cash on account of their claims.

  * Other unsecured creditors, including the Debtors'
    bondholders, will receive warrants for equity in the
    Reorganized Debtors in addition to the distributions, if
    any, currently contemplated under the Debtors' Plan.

  * The Alternative Plan provides a mechanism whereby the Debtor
    can continue to seek higher bids for the Casino, creating an
    opportunity to realize more value for junior creditors while
    still providing a path to resolve the cases.

A full-text copy of the draft of Luna Greektown and Plainfield's
Alternative Plan is available for free at:

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

                  Debtors & Merrill Lynch React

The Debtors and Merrill Lynch Capital Corporation argue that Luna
Greektown and Plainfield's request is a procedurally defective
attempt by a disappointed bidder, Luna Greektown and Plainfield,
to compel acceptance of their inadequate bid and delay the
Disclosure Statement hearing.

Daniel J. Weiner, Esq., at Schafer & Weiner PLLC, in Bloomfield
Hills, Michigan, contends that the Debtors' Chapter 11 cases are
at a critical phase because an intensive and expedited discovery
process has just concluded, and the Court is poised to rule on
the approval of the Disclosure Statement filed by the Debtors
with exhibits that address most of the objections.

Mr. Weiner further contends that the Joint Plan Proponents have
made great efforts to accommodate the varying viewpoints of the
extremely diverse set of economic, non-economic, and regulatory
interests of key parties in the Debtors' cases.  They have worked
to resolve a large number of pending objections to the Debtors'
Disclosure Statement consensually to bring before the Court a
confirmable Plan within the time frame required by the Debtors'
DIP lending facility, which was supported by all of the objecting
parties to the Disclosure Statement, he avers.

"Now, at the eleventh hour, [Luna Greektown and Plainfield] file
a factually inaccurate and legally deficient Motion, seeking to
delay the approval of the Disclosure Statement, delay the
solicitation and voting, and delay confirmation, to further their
attempted end-run around the Debtors' ongoing bidding process by
making, through the Motion and the attached Alternative
Plan, that has yet to be filed in these Cases, which places a
$450 million value on the Debtors' business," Mr. Weiner tells
the Court.

Denial of the Hearing Adjournment Request will not deny Luna
Greektown and Plainfield of whatever legal rights they may have
to respond to the Joint Plan or separately seek approval of their
own disclosure statement and plan, should they seek to file their
own, Mr. Weiner maintains.

For these reasons, the Debtors and Merrill Lynch ask the Court to
deny Luna Greektown and Plainfield's Hearing Adjournment Request.

The Debtors note that Luna Greektown and Plainfield were among
the six bidders they considered for their casino assets.  Luna
Greektown and Plainfield, however, didn't make the highest or
best bid, the Debtors disclose.  The Debtors state that the
marketing and sales process conducted by their investment banker,
Moelis & Company, has not yet yielded a bid that would present a
viable alternative to the Chapter 11 Plan they proposed.  Moelis
conducted repeated rounds of bidding on June 1, 2009.  Mr. Weiner
says no bids have come in above, or even close to, the amount of
the Lenders' secured claims, let alone provide for any recovery
for any other classes of creditors.

Subsequently, in the absence of any acceptable bid, the Debtors
and Merrill Lynch, as the Administrative Agent of the DIP Credit
Facility filed a Joint Plan of Reorganization and Disclosure
Statement on June 1, 2009.

                   Luna Appears Before Court

The Detroit News relates that Tom Celani owns the Luan firm and
that he has partnered with Plainfield to "quietly acquire a
$10 million stake in Greektown [Casino]'s pre-bankruptcy debt."

Lawyers for Mr. Celani officially presented Luna's bid to take
Greektown Casino out of bankruptcy at a hearing Wednesday,
August 5, 2009, The Detroit News reports.

Luna has authored with Plainfield an alternative plan for
Greektown Casino.  Greta Guest of The Free Press quoted Mr.
Celani as saying the Alternative Plan offers "$450 million to
creditors and lenders get to retain 70% ownership of the casino
for a period of time" until Luna Greektown and Plainfield
subsequently buys them out.  The June 1, 2009 Plan jointly filed
by Greektown Casino and its secured lender, Merrill Lynch, offers
$540 million, Ms. Guest cites.

Judge Shapero directed Mr. Celani and his partners to present
their detailed plan to the Court by August 11, Nathan
Hurst of the Detroit News states.

Greektown Casino is owned by the Sault Ste. Marie Tribe of
Chippewa Indians.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN HOLDINGS: U.S. Trustee Wants Plan Outline Disapproved
---------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, argues that
the Disclosure Statement provides inadequate description of the
legal and factual bases for what appears to be substantive
consolidation of Kewadin Casinos Gaming Authority, Kewadin
Greektown Casino LLC, Monroe Partners, and Trappers GC Partner
LLC because there is no discussion of the relative treatment of
the creditors and interest holders of each of those entities
under the Plan.

In addition, the U.S. Trustee contends that the Disclosure
Statement:

  -- does not provide adequate information regarding the
     cancellation of intercompany claims because it does not
     itemize the intercompany claims or set forth the legal or
     factual basis for their cancellation and the effect of
     cancellation of the intercompany claims on creditors is not
     addressed; and

  -- fails to address the primary role and authority of the
     Michigan Gaming Control Board over the Debtors and the
     casino operations because there is no discussion of the
     regulatory requirements insofar as licensing, reporting,
     and approval mechanisms with which a reorganized debtor
     must comply.  The U.S. Trustee relates that the discussion
     of the history of the MGCB's oversight of the casino
     operations, its approval or lack of with respect to debt
     ratios of the casino operations is minimal and somewhat
     vague on the Debtors' past violations.  The discussion
     downplays in a misleading way the critical role of the
     MGCB, he maintains.  There is also no discussion of what
     obstacles there may be by way of licensing if the
     Reorganized Debtors are essentially owned by the
     Prepetition and DIP lenders, the U.S. Trustee adds.

The U.S. Trustee also argues that exhibits to the Disclosure
Statement seem lacking in specifics, especially with respect to
the liquidation analysis.  He points out that the Debtors have
paid millions of dollars in fees to financial experts, however,
factors that are critical to valuation of the enterprise are set
forth in a rather broad and conclusory fashion.

Furthermore, the U.S. Trustee contends that the Disclosure
Statement fails to present a legal or factual basis for the broad
release provisions contained in the Plan, and fails to give any
party an opportunity to separately vote on the plan without being
bound by any release provision.

"The Disclosure Statement should address what efforts were made
to market the casino operations and the obstacles encountered,"
the U.S. Trustee adds.

The U.S. Trustee cites that information about the Debtors'
efforts to obtain exit financing should also be discussed since
it presents the more likely alternatives to the Debtors'
proposal.

There seems to be no quantification of the debts in each class,
making feasibility difficult if not impossible to determine, the
U.S. Trustee also points out.

For these reasons, the U.S. Trustee asks the Court to disapprove
the Disclosure Statement.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GUARDIAN TECHNOLOGIES: Has Placement Deal with Investment Bank
--------------------------------------------------------------
Guardian Technologies International, Inc., reports that on
July 20, 2009, it entered into a placement agent agreement with an
investment bank to act as the Company's placement agent with
regard to sales of the Company's securities in a private placement
of up to $5 million in equity securities on a best efforts basis.

The private placement is to be effected in reliance upon the
exemption from the registration requirements set forth in Section
4(2) of the Securities Act of 1933, as amended, and Rule 506 of
Regulation D promulgated thereunder and such securities may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.  The
private placement will be made exclusively to certain accredited
investors.

The Company proposes to offer units of securities, each Unit
consisting of (i) 48,780 shares of the Company's common stock,
$.001 par value per share, and (ii) Class N Common Stock Purchase
Warrants to purchase 97,560 shares of Common Stock, for a price of
$20,000 per Unit.  The Warrants will be exercisable at a price of
$0.41 per share for a period of five years.  The Warrants will be
redeemable by the Company if for three consecutive trading days
the closing bid or sale price of the Company's common stock equals
or exceeds $3.00, shall contain customary anti-dilution provisions
in the event of stock splits, stock dividends, capital
reorganizations and the like.

As compensation for the placement agent's services, the Company
has agreed to pay to the investment bank upon each closing of the
private placement a commission equal to 8% of the total gross
proceeds of the securities sold in the private placement, and
issue warrants equal to 10% of the shares of Common Stock sold in
the private placement (but excluding the shares underlying the
Warrants issued in the placement) exercisable at a price equal to
110% of the exercise price of the Warrants issued to investors in
the offering.  The placement agent's warrants will be exercisable
at any time during the five year period from the date of issuance.
Also, the placement agent is entitled to a commission equal to 3%
of the proceeds received by the Company upon exercise of the
Warrants, including the placement agent's warrants.  The Company
has agreed to issue 100,000 shares of Common Stock to the
investment bank upon signing of the placement agreement.  The
Company has also agreed to reimburse the placement agent's
reasonable out of pocket expenses related to the offering, not to
exceed $1,000 without the prior approval of the Company.

The placement agreement is for the term of offering set forth in
the Company's private placement memorandum related to the
offering, but may be terminated by the Company for cause,
including a material breach or failure to perform any covenant or
agreement, dishonesty, neglect of duties, fraud and unprofessional
conduct.  The placement agreement may be terminated by the
placement agent, among other things, if the placement agent is not
reasonably satisfied with the Company's business affairs,
contractual regulations, its pending and threatened litigation and
other matters affecting the Company's prospects; the Company has
sustained a substantial loss; an important and material change in
the market levels, or political, financial, or economic conditions
which, in placement agent's sole judgment, render it undesirable
or impractical or inadvisable to proceed with the offering; an act
of God; placement agent is dissatisfied with the financial
condition and operating results of the Company; and documents
related to the offering shall not have been approved or the
securities shall not be qualified for sale in California and other
states.  The placement agreement also contains certain
confidentiality and indemnification provisions.

                     Going Concern Disclaimer

KBL, LLP, in New York, in its March 30, 2009 audit report, noted
that the Company has sustained significant operating losses and is
currently in default of its debt instrument and needs to obtain
additional financing or restructure its current obligations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

At December 31, 2008, the Company had $994,948 in total assets and
$9.83 million in total liabilities and $54,401 in common shares
subject to repurchase, resulting in $8.89 million in stockholders'
deficit.

                   About Guardian Technologies

Based in Herndon, Va., Guardian Technologies International Inc.
(OTC BB: GDTI) -- http://www.guardiantechintl.com/-- is a
technology company that designs and develops imaging informatics
solutions for delivery to its target markets: aviation/homeland
security and healthcare.


HARTMARX CORP: Names Taras Proczko as Executive VP & COO
--------------------------------------------------------
Hartmarx Corp. said in a filing with the U.S. Securities and
Exchange Commission that on July 31, 2009, its Board of Directors
appointed Taras R. Proczko, age 54, as executive vice president
and chief operating officer of the Company.

Mr. Proczko has been employed by the Company since August 1980.
There are no family relationships between Mr. Proczko and any
director or other executive officer of the Company and the Company
is not aware of any related party transactions between the Company
and Mr. Proczko.

From 1993 to January 2000 Mr. Proczko served as assistant general
counsel; from January 2000 to December 2001 he served as vice
president, corporate counsel and secretary; and since December
2001 he has served as senior vice president, general counsel and
secretary of the Company.  Mr. Proczko will also continue as
general counsel and secretary.

Mr. Proczko's employment and compensation arrangements with the
Company remain unchanged and include an annual base salary of
$215,760.  He is also eligible to participate in the Hartmarx
Management Incentive Plan and the Company's annual incentive bonus
program, although no Company performance targets or bonus
opportunity amounts under the MIP have been established for the
fiscal year ending November 30, 2009.  Mr. Proczko is eligible for
equity grants under the Company's 2006 Incentive Stock Plan, as
approved by the Compensation and Stock Option Committee of the
Board of Directors, but no equity grants are expected to be made
during fiscal 2009.  In addition, Mr. Proczko is eligible for
other benefits consistent with those received by other Company
executives.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HC INNOVATIONS: Brett Cohen Steps Down as EVP of Operations
-----------------------------------------------------------
HC Innovations, Inc., on July 24, 2009, entered into an Agreement
and General Release with Brett Cohen, the Company's Executive Vice
President of Operations.

Pursuant to the terms of the Agreement Mr. Cohen resigned his
position as Executive Vice President of Operations effective
July 24, 2009, and released and forever discharged the Company
from any and all claims Mr. Cohen may now have, may have had in
the past, or may ever have.

As compensation for Mr. Cohen's release, the Company agreed to pay
Mr. Cohen the amount of $93,514.44, less all statutorily required
withholdings.  The Severance will be paid in four equal
installments on August 7, 2009, September 4, 2009, October 2, 2009
and November 13, 2009.  The Severance is comprised of Mr. Cohen's
2008 remaining salary and bonus payments, his unused paid time
off, and a severance payment.

The employment agreement dated April 1, 2008, by and between the
Company and Mr. Cohen, was terminated.  Pursuant to the Employment
Agreement Mr. Cohen was to receive annual compensation in the
amount of $200,000, as well as an annual incentive compensation
award, the amount of which would be based upon performance
targets, with earnings being a key performance target, and award
levels determined by the Company's Chief Executive Officer, in
accordance with the Company's annual incentive compensation plan
or other incentive arrangements in effect from time to time.

Mr. Cohen's resignation is not a result of any disagreement with
the Company on any matter relating to the Company's operations,
policies and practices.

                       About HC Innovations

HC Innovations, Inc., is a specialty care management company
comprised of separate divisions each with a specific focus and
intervention.  The Company identifies subgroups of people with
high costs and disability, and create and implement programs and
interventions that improve their health, intended to result in
dramatic reductions in the cost of their care.  The Company also
develops and implements medical management systems for the long
term care industry.

Enhanced Care Initiatives, Inc., a wholly owned subsidiary of HCI
was founded in 2002 and is the management company for all HCI
entities.  ECI has five wholly owned subsidiaries operating in
Tennessee, Texas, Massachusetts, Alabama, and New York.  ECI
markets its proprietary specialty care management programs for the
medically frail and other costly sub-populations to Health
Maintenance Organizations and other managed care organizations as
well as state Medicaid departments.

NP Care, LLCs, are nursing home medical management systems.  The
LLCs care program provides onsite medical care by Physicians and
Advanced Practice Registered Nurse under the oversight of the
patients' individual physician to residents in nursing homes and
assisted living facilities.  The LLCs operate in the states of
Illinois and Tennessee and are managed exclusively by ECI.

As reported by the Troubled Company Reporter on June 29, 2009, CCR
LLP in Glastonbury, Connecticut, in its audit report in March
2009, raised substantial doubt about the ability of HC Innovations
to continue as a going concern.  The auditor noted that the
Company has a working capital deficiency of roughly $9.6 million
as of December 31, 2008, has had net losses of roughly
$14.5 million and $10.7 million for the years ended December 31,
2008 and 2007, respectively, has an accumulated deficit of
approximately $30.4 million as of December 31, 2008.

Management, however, believes that the Company will be successful
in its efforts to adequately meet its capital needs and continue
to grow its businesses, despite the auditors' adverse opinion.

At March 31, 2009, the Company had $4,813,449 in total assets and
$22,286,630 in total liabilities, resulting in $17,473,181 in
stockholders' deficit.


HC INNOVATIONS: Unit Terminates Services Pact with Alere Medical
----------------------------------------------------------------
HC Innovations, Inc., on July 24, 2009, sent notice to Alere
Medical Incorporated that Enhanced Care Initiatives, Inc., a
wholly owned subsidiary of the Company, intends to terminate its
Disease Management Services Agreement dated October 16, 2006 due
to insufficient program enrollment.

The termination of the DMSA is to be effective on or before
September 22, 2009.  Under the terms of the Agreement, Enhanced
Care, acting as subcontractor of Alere, was to provide disease
management services to members of Tufts Health Plan.

                       About HC Innovations

HC Innovations, Inc., is a specialty care management company
comprised of separate divisions each with a specific focus and
intervention.  The Company identifies subgroups of people with
high costs and disability, and create and implement programs and
interventions that improve their health, intended to result in
dramatic reductions in the cost of their care.  The Company also
develops and implements medical management systems for the long
term care industry.

Enhanced Care Initiatives, Inc., a wholly owned subsidiary of HCI
was founded in 2002 and is the management company for all HCI
entities.  ECI has five wholly owned subsidiaries operating in
Tennessee, Texas, Massachusetts, Alabama, and New York.  ECI
markets its proprietary specialty care management programs for the
medically frail and other costly sub-populations to Health
Maintenance Organizations and other managed care organizations as
well as state Medicaid departments.

NP Care, LLCs, are nursing home medical management systems.  The
LLCs care program provides onsite medical care by Physicians and
Advanced Practice Registered Nurse under the oversight of the
patients' individual physician to residents in nursing homes and
assisted living facilities.  The LLCs operate in the states of
Illinois and Tennessee and are managed exclusively by ECI.

As reported by the Troubled Company Reporter on June 29, 2009, CCR
LLP in Glastonbury, Connecticut, in its audit report in March
2009, raised substantial doubt about the ability of HC Innovations
to continue as a going concern.  The auditor noted that the
Company has a working capital deficiency of roughly $9.6 million
as of December 31, 2008, has had net losses of roughly
$14.5 million and $10.7 million for the years ended December 31,
2008 and 2007, respectively, has an accumulated deficit of
approximately $30.4 million as of December 31, 2008.

Management, however, believes that the Company will be successful
in its efforts to adequately meet its capital needs and continue
to grow its businesses, despite the auditors' adverse opinion.

At March 31, 2009, the Company had $4,813,449 in total assets and
$22,286,630 in total liabilities, resulting in $17,473,181 in
stockholders' deficit.


HCR HEALTHCARE: Moody's Upgrades Senior Credit Facility to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded the rating on HCR Healthcare
LLC's senior secured credit facility to Ba2 (LGD2, 15%) from Ba3
(LGD2, 18%) based on the repayment of a material amount of term
loan debt over the last year.  Concurrently, all other ratings of
HCR Healthcare were affirmed and the ratings outlook remains
stable.

HCR Healthcare's B2 Corporate Family Rating reflects the
considerable financial leverage when also considering the
$4.6 billion of CMBS and mezzanine loans at HCR Properties, LLC,
and the expectation that the company will not likely be able to
materially reduce the consolidated debt level in the near term.
The rating also considers that the interest burden associated with
the consolidated debt load continues to consume a great deal of
resources.  However, Moody's also acknowledges that recent cash
flow generation, which has exceeded Moody's initial expectations,
and a considerable available cash balance have strengthened the
company's liquidity position.  Additionally, the rating is
supported by the company's scale, diversity and strong market
position, which have helped the company to continue to grow while
maintaining strong margins.

Following is a summary of Moody's rating actions.

Ratings upgraded:

* Senior secured revolving credit facility due 2013, to Ba2 (LGD2,
  15%) from Ba3 (LGD2, 18%)

* Senior secured term loan due 2014, to Ba2 (LGD2, 15%) from Ba3
  (LGD2, 18%)

Ratings affirmed:

* Corporate Family Rating at B2
* Probability of Default Rating at B3

The ratings outlook is stable.

The last rating action was on October 25, 2007, when Moody's
assigned a B2 Corporate Family Rating, a B3 Probability of Default
Rating and a Ba3 (LGD2, 18%) on the company's senior secured
credit facility in relation to the proposed LBO financing.

HCR Healthcare'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.  These
attributes were compared against other issuers both within and
outside of HCR Healthcare's core industry and HCR Healthcare's
ratings are believed to be comparable to those other issuers of
similar credit risk.

HCR Healthcare provides a range of health care services, including
skilled nursing care, assisted living, post-acute medical and
rehabilitation care, hospice care, home health care and
rehabilitation therapy.  Moody's estimates that the company
generated revenue of approximately $4.0 billion for the twelve
months ended March 31, 2009.


HEALTHSOUTH CORP: Net Income Slides to $3.6 Million in Q2 2009
--------------------------------------------------------------
HealthSouth Corporation said net income for the three months ended
June 30, 2009, slid to $3.6 million from $52.4 million for the
same period a year ago.  HealthSouth also said net income for the
six months ended June 30, 2009, dropped to $57.1 million from
$78.8 million for the same period a year ago.

HealthSouth said results showed consolidated net operating
revenues of $483.7 million for the second quarter of 2009 compared
to $456.6 million for the second quarter of 2008, or an increase
of 5.9%.  This increase was primarily driven by a 5.6% quarter-
over-quarter increase in patient discharges.  On a same store
basis, discharges increased 4.7% quarter over quarter.

HealthSouth had $1.88 billion in total assets; and $2.55 billion
in total liabilities, and $387.4 million in convertible perpetual
preferred stock; resulting in $1.05 billion in stockholders'
deficit at June 30, 2009.  The Company's balance sheet at June 30
also showed strained liquidity, with $628.2 million in total
current assets, including $49.8 million in cash and cash
equivalents, on $706.1 million in total current liabilities.

"The second quarter of 2009 was another strong quarter for
HealthSouth.  We achieved solid results through both continued
volume growth and disciplined expense management," said Jay
Grinney, President and Chief Executive Officer of HealthSouth.
"We believe the high-quality care provided by our dedicated
employees continues to be the primary reason we are seeing
sustained increases in the number of patients admitted to our
hospitals.  As a result of the strong first half and our positive
outlook for the remainder of the year, we are increasing our
Adjusted Consolidated EBITDA and adjusted diluted EPS guidance for
2009."

In its Form 10-Q filed with the Securities and Exchange
Commission, HealthSouth said it continues to make progress in
improving its leverage and liquidity.  During the six months ended
June 30, 2009, HealthSouth reduced total debt by roughly
$111 million.  In February 2009, it used federal income tax refund
for tax years 1995 through 1999 along with available cash to
reduce its Term Loan Facility by $24.5 million and amounts
outstanding under its revolving credit facility to zero.  In
addition, during the first six months of 2009, HealthSouth used a
portion of the net proceeds from its settlement with UBS to redeem
$36.4 million of its Floating Rate Senior Notes due 2014.

HealthSouth has scheduled principal payments of $10.8 million and
$21.9 million in the remainder of 2009 and 2010, respectively,
related to long-term debt obligations.  HealthSouth said it does
not face substantial near-term refinancing risk, as its revolving
credit facility does not expire until 2012, its Term Loan Facility
does not mature until 2013, and the majority of its bonds are not
due until 2014 and 2016.

HealthSouth said its Credit Agreement governs the vast majority of
its senior secured borrowings and contains financial covenants
that include a leverage ratio and an interest coverage ratio.  As
of June 30, 2009, HealthSouth was in compliance with the covenants
under the Credit Agreement.  If it anticipated a potential
covenant violation, HealthSouth said it would seek relief from
lenders, which would have some cost to the Company, and such
relief might not be on terms as favorable to those in the existing
Credit Agreement.  Under such circumstances, there is also the
potential the lenders would not grant relief to the Company which,
among other things, would depend on the state of the credit
markets at that time.  However, HealthSouth believes it has
reduced this risk by significantly lowering its senior secured
leverage ratio since the inception of the Credit Agreement.

As a result of its strong operating results for the first six
months of 2009, the Company is increasing its guidance for 2009.
Adjusted Consolidated EBITDA guidance for 2009 has been increased
from a range of $342 million to $352 million to a range of
$354 million to $362 million.  Adjusted diluted earnings per share
have been increased from a range of $0.85 to $0.90 per share to a
range of $1.15 to $1.25 per share.

A full-text copy of HealthSouth's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?40d5

A full-text copy of Supplemental slides provided in connection
with the second quarter 2009 earnings call of HealthSouth is
available at no charge at http://ResearchArchives.com/t/s?40d6

                         About HealthSouth

Based in Birmingham, Alabama, HealthSouth Corporation --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.


HELIX ENERGY: Moody's Confirms Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings for Helix Energy
Solutions Group, Inc.'s including the B2 Corporate Family Rating,
the B2 Probability of Default Rating, Ba2 (LGD 2, 19%) changed
from (LGD 2, 20%) senior secured rating and Helix's B3 (LGD 4,
67%) changed from (LGD 4, 68%) senior unsecured notes rating.
This concludes the review for possible downgrade initiated on
12/12/08.  Helix's Speculative Grade Liquidity Rating was upgraded
to SGL-2 from SGL-4.  The outlook is stable.

The confirmation of the B2 CFR reflects the company's vastly
improved liquidity position; reduced debt levels; the
stabilization of its exploration and production business, and the
expectation that the company is no longer under pressure to sell
this business at weaker valuations.  The confirmation also
considers the company's increasingly deepwater focused oilfield
services business, which Moody's consider to be of a B1/Ba3
profile.

HLX solidified its liquidity through divesting a significant
portion of its stake in formerly majority owned subsidiary Cal
Dive International, Inc.  (NYSE:DVR), and a share repurchase
initiative by Cal Dive in the first half of 2009.  These
transactions generated about $283 million in proceeds for HLX, and
reduced its stake in Cal Dive from 58% to 26%.  Helix also sold
its RDS subsidiary in the UK for $25 million in April 2009 and
received approximately $106 million of insurance payments during
the first half of 2009.  These transactions resulted in HLX paying
down approximately $354 million of debt by the end of second
quarter, leaving $408 million of revolver availability (net of
$12 million of letters of credit) and approximately $262 million
of cash on the balance sheet.

With a substantial portion of its vessel newbuild program behind
it and cash available to fund the remaining payments, Helix should
have sufficient cushion against production volatility and weaker
commodity prices, while it also contends with global softening of
its oilfield services businesses.  Moody's believe Helix is now
able to continue with its planned transformation from a
diversified E&P and oilfield services company, to a more oilfield
services focused company in a measured and prudent pace that
preserves more asset value for debt holders.  If complete, this
transformation will likely lead to a more durable cash flow
profile, particularly given the increasingly deepwater focus of
the services business which Moody's see as having better long-term
fundamentals than other offshore markets.

The B2 CFR also considers the stabilization of the E&P production
and the fact that the company is no longer under immediate
pressure to sell that business at a substantially depressed
valuation for liquidity reasons.  While its costs remain on the
high end for the peer group, and the reserves are expected to
decline due to a lack of drilling activity against the backdrop of
a very short reserve life, production has been restored to pre-
hurricane levels.  Moody's estimate this restored production,
which is approximately 63% hedged at above current spot prices for
the remainder of 2009, should generate at least 40% of
consolidated EBITDA.  In addition, the company has accelerated its
previously committed proven undeveloped (PUD) reserves development
plan for the Phoenix and Danny fields, which could result in
material production increase in early 2010.  While this will not
result in any immediate reserves gain, which is critical given the
short reserve life of the asset base, these development projects
will enable to company to generate additional cash flows for
development of some its other deepwater prospects for the
resumption of production and reserve growth or in anticipation of
a future sale.

The stable outlook reflects Moody's expectation that the company
will spend within cash flow going forward, maintain adequate
liquidity and keep its balance sheet debt at or below current
levels.  However, the outlook and ratings could be pressured if
the company elects to aggressively outspend cash flow to re-
establish a growth profile in its E&P operations, or if HLX
repurchase its shares under the recently authorized stock
repurchase plan.

The upgrade of the SGL rating to SGL-2 reflects the expectation
that overall liquidity will be very good over the next twelve
months and the company is expected to spend within cash flow with
the ability of to use its revolver for unexpected shortfalls (e.g.
hurricane interruptions).  As of June 30, 2009, Helix had a cash
balance of $262 million and its $420 million secured corporate
revolving credit facility remained undrawn with $408 million of
availability (net of letter of credit usage).  Helix was in full
compliance with all maintenance covenants on its senior secured
credit facility at June 30, 2009, and is expected to remain in
compliance for the next twelve months, thus ensuring
accessibility.

Moody's last rating action for Helix was December 12, 2008, at
which time Moody's placed the ratings for Helix on review for
possible downgrade.  The ratings affected were Helix's B2
Corporate Family Rating, B2 Probability of Default Rating, (LGD 2,
20%) senior secured rating and Helix's B3 (LGD 4, 68%) senior
unsecured notes rating.

Helix Energy Solutions Group, Inc., is headquartered in Houston,
Texas.


HIGHWAY 751: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Highway 751 Partners, LLC
        203 Whitaker Mill Rd. Suite 109
        Raleigh, NC 27608

Bankruptcy Case No.: 09-06564

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Peter J. Sarda, Esq.
                  The Creech Law Firm
                  510 Glenwood Ave., Suite 300
                  Raleigh, NC 27603
                  Tel: (919) 787-7766
                  Fax: (919) 787-7793
                  Email: peter@creechlaw.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 Donaid C. Phillips, manager of the
Company.


HURD WINDOWS: PBGC Assumes Underfunded Pension Plans
----------------------------------------------------
The Pension Benefit Guaranty Corporation assumed responsibility
for the pensions of more than 830 workers and retirees of Hurd
Windows & Doors Inc.

The PBGC stepped in because Hurd's underfunded pension plans
failed to meet minimum funding requirements under the Internal
Revenue Code and faced imminent abandonment following the
company's liquidation in bankruptcy proceedings.

On September 15, 2008, Hurd and its affiliates filed for Chapter
11 protection in the U.S. Bankruptcy Court in Eau Claire,
Wisconsin.  The court approved the sale of substantially all of
the company's assets to HWD Acquisition Inc, a wholly separate
entity.  The transaction did not include the pension plans.

The plans are: the Hurd Millwork Company Pension Plan for Local
2979 and the Hurd Millwork Company Pension Plan for Shop
Employees.  Collectively, the plans are 77% funded, with
$9.6 million in assets to cover $12.6 million in benefit
liabilities.  The agency expects to be responsible for the entire
$3 million shortfall.  Both plans were frozen on December 3, 2004.

Hurd retirees will continue to receive their monthly benefit
checks without interruption, and other workers will receive their
pensions when they are eligible to retire.

The agency will take over the assets and use insurance funds to
pay guaranteed benefits earned under the plan, which ended as of
December 31, 2008.  The PBGC became trustee of the plan July 20,
2009.

Within the next several weeks, the PBGC will send notification
letters to all plan participants.  Under provisions of the Pension
Protection Act of 2006, the maximum guaranteed pension the PBGC
can pay is determined by the legal limits in force on the date of
the plan sponsor's bankruptcy.  Therefore participants in the Hurd
Millwork pension plans are subject to the limits in effect on
September 15, 2008, which set a maximum guaranteed amount of
$51,750 a year for a 65-year-old.  The maximum guaranteed amount
is lower for those who retire earlier or elect survivor benefits.
In addition, certain early retirement subsidies and benefit
increases made within the past five years may not be fully
guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242. For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Retirees of Hurd who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.  Further information
may be found on the PBGC Web site at http://www.pbgc.gov/workers-
retirees/benefits-information/content/page13692.html

Assumption of the plan's unfunded liabilities will have no
significant effect on the PBGC's financial statements because an
estimate of the claim was previously included in the agency's
fiscal year 2008 financial statements, in accordance with
generally accepted accounting principles.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

Medford, Wisconsin-based Hurd Windows and Doors, Inc. --
http://www.hurd.com/-- manufactures custom wood windows and
doors.  The company and its affiliates filed for Chapter 11
protection on September 15, 2008 (Bankr. W. D. Wis. Case No. 08-
14794).  Claire Ann Resop, Esq., at von Briesen & Roper, s.c.,
represents the companies in their restructuring efforts.  The
companies listed assets of $10 million to $50 million and debts of
$10 million to $50 million.


INTERMET CORP: Lays Off Employees at Monroe City & Palmyra Plants
-----------------------------------------------------------------
The Lake Gazette reports that about 20 employees at Intermet Corp.
plants in Monroe City and Palmyra have been laid off last week.

According to The Lake Gazette, Ardent Cast Metals, LLC, sent the
workers letters dated July 24, informing them that their jobs
would end.  The letters, says The Lake Gazette, were signed by
Cerion, LLC President and CEO Dave Doster.

The Lake Gazette relates that Intermet's sale to Revstone
Industries LLC may have been stalled.

As reported by the Troubled Company Reporter on July 15, 2009, the
U.S. Bankruptcy Court for the District of Delaware approved the
proposed liquidation plan of Intermet and the sale of
substantially all of its assets to Revstone.  Intermet declared
Revstone to be the winner of the auction for its cast metals auto
parts business with a bid of $11 million, subject to adjustments.

Revstone public relations spokesperson Gordon Cole said that he
couldn't comment on rumors that Intermet had not been sold to
Revstone, The Lake Gazette states.   According to the report, Mr.
Cole said that he hoped that the matter would be resolved by the
end of the week.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


INVERNESS MEDICAL: S&P Assigns 'B-' Senior Unsecured Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
senior unsecured debt rating to Inverness Medical Innovation
Inc.'s announced $150 million senior unsecured debt offering due
2015.

"At the same time, S&P assigned a recovery rating of '6',
indicating negligible recovery (0-10%); S&P also affirmed its
B+/Positive/-- corporate credit and other ratings on Inverness,"
said Standard & Poor's credit analyst Arthur Wong.

The ratings on Waltham, M.A.-based Inverness Medical Innovations
Inc. reflect the company's appetite for growth through
acquisitions, the uncertain prospects of its aggressive move into
the health management business, and high leverage.  These concerns
are partially offset by the company's expanding offerings of
professional rapid diagnostic product sand management's
willingness to use significant equity capital financing.

Inverness recorded a solid second-quarter 2009 performance,
despite industry headwinds, such as a weak flu season, declining
physician office visits in the U.S. because of the weak economy,
and lessened demand for the company's health management services
because employers are eager to cut costs.  The professional
diagnostics products segment, which generates 64% of total
revenues, recorded organic growth of 6%, excluding flu
diagnostics.  Flu diagnostics sales were actually strong in the
second quarter, following a relatively weak first quarter, because
of the H1N1 flu pandemic.


IRON MOUNTAIN: Moody's Assigns 'B2' Rating on $450 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned B2 to the proposed $450 million
senior subordinated notes due 2021 of Iron Mountain Incorporated.
Concurrently, Moody's affirmed the company's B1 Corporate Family
and Probability of Default ratings.  Moody's also affirmed
existing ratings on outstanding debt instruments and the SGL-1
liquidity rating.  The outlook for the ratings remains positive.
The proceeds from the proposed notes will primarily be used to
repay debt balances under the $450 million 8.625% senior
subordinated notes due 2013 and for general corporate purposes.

The Corporate Family Rating of B1 is supported by the company's
prominent position as a global leader in information storage and
data protection, including its strategic expansion in the digital
market in recent years.  The ratings benefit from the company's
historical revenue stability, geographical diversification and low
customer concentration.  Despite top line pressures as a result of
the economic slowdown, the company has continued to deliver on
Moody's expectations with the help of pricing improvement and
productivity and cost cutting initiatives.  The ratings continue
to be constrained by high financial leverage, the significant
amount of goodwill and intangibles in relation to total assets and
the relatively low level of free cash flow (defined as cash from
operations less capital expenditures less dividends) relative to
debt.  Although improved, interest coverage with adjusted EBITDA
less capital expenditures to interest expense of 1.8 times remains
somewhat weak for the B1 rating category.  The ratings also
reflect a capital intensive business with most revenues deriving
from paper document storage and related services which require
significant customized physical space.

The positive outlook continues to recognize continued resilience
in operating performance in the face of weak economic conditions
and further demonstration that the primary focus of the company
has shifted from growth through acquisitions, to a focus on
internal growth and operational efficiencies.  Moody's does expect
that selective acquisition activity in emerging markets and
digital records management will continue.

Moody's took these rating actions:

* Assigned B2 (LGD4, 69%) to the proposed $450 million senior
  subordinated notes due 2021;

* Affirmed the Corporate Family Rating of B1;

* Affirmed the Probability of Default Rating of B1;

* Affirmed the Ba1 (LGD2, 13%) rating on $765 million global
  revolving credit facility due 2012;

* Affirmed the Ba1 (LGD2, 13%) rating on $410 million IMI term
  loan facility due 2014;

* Affirmed the B2 (LGD4, 69%) rating on the $448 million 8.625%
  senior subordinated notes due 2013, subject to withdrawal upon
  redemption.

* Affirmed the B2 (LGD4, 69%) rating on GBP150 million 7.25%
  senior subordinated notes due 2014;

* Affirmed the B2 (LGD4, 69%) rating on $436 million 7.75% senior
  subordinated notes due 2015;

* Affirmed the B2 (LGD4, 69%) rating on $317 million 6.625% senior
  subordinated notes due 2016.

* Affirmed the B2 (LGD4, 69%) rating on C$175 million 7.5% senior
  subordinated notes due 2017;

* Affirmed the B2 (LGD4, 69%) rating on $200 million 8.75% senior
  subordinated notes due 2018;

* Affirmed the B2 (LGD4, 69%) rating on EUR 225 million 6.75% Euro
  senior subordinated notes due 2018;

* Affirmed the B2 (LGD4, 69%) rating on $50 million 8.0% senior
  subordinated notes due 2018;

* Affirmed the B2 (LGD4, 69%) rating on $300 million 8.0% senior
  subordinated notes due 2020; and

* Affirmed the SGL-1 Speculative Grade Liquidity rating.

The outlook for the ratings is positive.

The last rating action on Iron Mountain was taken on July 7, 2009,
when the company's debt ratings were affirmed, while the outlook
was changed to positive from stable.

Headquartered in Boston, Massachusetts, Iron Mountain Incorporated
is an international provider of information storage and protection
related services.  The company offers comprehensive records
management and data protection solutions, along with the expertise
to address complex information challenges such as rising storage
costs, litigation, regulatory compliance and disaster recovery.
Founded in 1951, Iron Mountain has more than 120,000 corporate
clients throughout North America, Europe, Latin America, and Asia
Pacific.  Revenue for the twelve months ended June 30, 2009, was
approximately $3 billion.


INVESTMENT PROPERTIES: Okun Sentenced to 100 Years in Prison
------------------------------------------------------------
Robert Aicardi at GateHouse News Service reports that U.S.
District Judge Robert Payne has sentenced Edward Okun, the owner
of Investment Properties of America, L.L.C., to 100 years in
prison, for stealing $132 million from almost 600 clients.

As reported by the Troubled Company Reporter on January 15, 2009,
Mr. Okun was facing a purported class-action lawsuit in
Massachusetts over allegations that he and his company stole about
$132 million from a group of clients including Braintree auto
dealer Daniel Quirk.  Rather than keeping clients' money in bank
accounts until they needed it to purchase another property, Mr.
Okun used them to pay for a string of purchases including
mansions, a helicopter and a yacht to impress his 27-year-old
girlfriend.

According to GateHouse News, Judge Payne said that he sentenced
Mr. Okun, 58, to what is, in effect, a life sentence to deter
those who have access to other people's money from abusing it.
The report says that Mr. Okun's lawyers had sought a sentence of
10 to 15 years, as Mr. Okun had faced up to 400 years behind bars.

Mr. Okun was convicted on March 19, 2009, of stealing from a group
of clients in a massive Ponzi scheme.  He was found guilty of 23
charges.

Based in Richmond, Virginia, Investment Properties of America,
L.L.C., and its affiliates are diversified real estate investment
and management companies that acquire, develop and manage
properties, primarily leased to major national and regional retail
companies under net leases.  Edward H. Okun is the sole member and
chief executive officer of the companies.  He also owns The 1031
Tax Group LLC, a privately-held consolidated group of qualified
intermediaries created to service real property exchanges under
Section 1031 of the Internal Revenue Code.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on November 15, 2007 (Bankr. S.D. N.Y. Case No. 07-
13621).  Jonathan L. Flaxer, Esq., at Golenbock, Eiseman, Assor &
Bell assists the Debtors in their restructuring efforts.


IRON MOUNTAIN: S&P Assigns 'B+' Rating on $450 Mil. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned recovery and
issue ratings to Boston-based Iron Mountain Inc.'s (BB-/Stable/--)
proposed $450 million subordinated notes due 2021.  S&P rated the
debt at 'B+' (one notch below the 'BB-' corporate credit rating on
the company), and assigned a recovery rating of '5' to the notes,
indicating S&P's expectation of modest (10%-30%) recovery in the
event of a payment default.

The subordinated notes will be issued by Iron Mountain Inc. and
are unsecured senior subordinated obligations.  The notes will be
guaranteed by substantially all direct and indirect wholly owned
domestic subsidiaries are subordinated in right of payment to
existing senior secured debt and will rank equally in right of
payment with existing senior subordinated debt.  The proceeds of
the new subordinated notes will be used to redeem the company's
8.625% senior subordinated notes due 2013.

The 'BB-' corporate credit rating on Iron Mountain reflects high
debt leverage, a history of debt-financed acquisitions, and
aggressive financial policies, as well as the capital intensity of
the records storage business.  Iron Mountain's leading position as
the world's largest records management company and its fairly
stable growth from existing and new customer accounts are
positives.

                           Ratings List

                        Iron Mountain Inc.

           Corporate Credit Rating       BB-/Stable/--

                          Rating Assigned

                         Iron Mountain Inc.

                         Subordinated Notes

                 $450 mil. due 2021            B+
                  Recovery Rating              5


ISTAR FINANCIAL: S&P Junks Counterparty Credit Rating From 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
counterparty credit rating on New York-based iStar Financial Inc.
to 'B-' from 'BB'.  At the same time, S&P downgraded the firm's
senior unsecured debt to 'CCC+' from 'BB-'.  The outlook is
negative.

"The multiple-notch downgrade reflects acceleration in the number
and value of troubled assets in the company's portfolio beyond
S&P's prior expectations, coupled with a poor outlook for the
commercial real estate markets and S&P's reduced ability to
determine iStar's capacity to meet its debt obligations through
2010.  These negative factors are only partially offset by the
firm's recent debt restructuring and the trailing-off of its
funding commitments in 2010," said Standard & Poor's credit
analyst Jeff Zaun.

iStar's troubled assets -- defined as the sum of nonperforming
assets, watch list assets, and foreclosed real estate -- increased
by about a $750 million to $6.2 billion as of June 30, 2009, from
$5.5 billion as of March 31, 2009.  S&P's analysis indicates that
the company's reserve should need further bolstering in order to
offset the accelerated deterioration that S&P now expects.
Positively, S&P believes iStar's bank refinancing and its debt
exchange in the first half of 2009 have lessened the firm's debt
burden.  At the same time, however, slowed repayments beget the
question of how the firm will meet $840 million in debt maturities
due in 2010.

The negative outlook on iStar reflects S&P's belief that the
amount of troubled assets in its portfolio could increase to more
than $7 billion and that its recoveries on troubled assets should
deteriorate considerably.  "We could downgrade the ratings if
losses are greater than S&P now expect and place additional
pressure on funding, or if they cause further deterioration in
iStar's capital levels.  S&P could revise the outlook to stable if
the firm maintains stable capital and improves asset-quality while
sustaining adequate recovery values for its troubled assets," Mr.
Zaun added.


J&L AIRPORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: J&L Airport Parking, LLC
           dba Fly Away
        1671 Murfreesboro Pike
        Nashville, TN 37217

Bankruptcy Case No.: 09-08832

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Roy C. Desha Jr., Esq.
                  Law Office of Roy C. Desha Jr.
                  1106 18th Ave S
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613
                  Email: bknotice@deshalaw.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/tnmb09-08832.pdf

The petition was signed by J.R. Fraley, chief manager of the
Company.


JAMES SCOTT COMMUNITY: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: James E. Scott Community Association, Incorporated
           aka JESCA
        2389 NW 54 Street
        Miami, FL 33142

Bankruptcy Case No.: 09-26255

Chapter 11 Petition Date: August 5, 2009

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

Judge: Robert A. Mark

Debtor's Counsel: Paul L. Orshan, Esq.
                  2506 Ponce de Leon Blvd
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  Email: plorshan@orshanpa.com

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

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

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

              http://bankrupt.com/misc/flsb09-26255.pdf

The petition was signed by Vincent T. Brown, president and CEO of
the Company.


JEFFREY D'ALESSIO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Jeffrey Michael D'alessio
               11606 Morning Grove Dr.
               Christina Marie D'alessio
               11472 Parkersburg Ave
               Las Vegas, NV 89135

Bankruptcy Case No.: 09-24099

Chapter 11 Petition Date: August 4, 2009

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

Judge: Linda B. Riegle

Debtors' Counsel: Terry V. Leavitt, Esq.
                  601 S. 6th St.
                  Las VegAS, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178
                  Email: terrylt1@ix.netcom.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/nvb09-24099.pdf

The petition was signed by the Joint Debtors.


JERRY COLLINS HARLAN: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Jerry Collins Harlan
               Wanda Gail Harlan
               710 Belle Meade Blvd
               Nashville, TN 37205

Bankruptcy Case No.: 09-08859

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St., Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $9,320,269

Total Debts: $9,154,091

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

           http://bankrupt.com/misc/tnmb09-08859.pdf

The petition was signed by the Joint Debtors.


JONES SODA: Has $2MM Loss; 10-Q to Disclose Going Concern Doubt
---------------------------------------------------------------
Jones Soda Co. on August 6 announced results for the quarter ended
June 30, 2009:

  * Revenue decreased 36% to $7.5 million in the second quarter of
    2009 compared to $11.7 million in the second quarter of 2008.
    The decrease in revenue was primarily attributable to the
    discontinuance of the Jones Soda glass bottles at some of its
    major retailers in our DTR (direct to retail) and DSD (direct
    store delivery) channels, which occurred in 2008 as part of
    its realigned channel focus, as well as reduced demand that it
    believes resulted in large part from the impact of the
    economic downturn on consumer spending levels.  These
    decreases were offset in part by a 34% increase in revenue for
    sales to Canada for the quarter compared to second quarter of
    2008 due to continued market development.  This contributed to
    an increase in international revenue as a percentage of total
    revenue to 35% in the second quarter of 2009 from 16% in the
    same period last year.

      -- Promotion allowances and slotting fees decreased to
         $884,000 compared to $2.3 million in the corresponding
         quarter of 2008, due primarily to our continued cost
         containment measures and an improved operating platform
         for its canned soda (or CSD) business.

      -- Finished product case sales declined 35% to 611,600 cases
         in the second quarter of 2009 compared to the same period
         in 2008.

  * Gross profit as a percentage of revenue increased to 28% for
    the quarter ended June 30, 2009, from 26% in the same period
    in 2008.  The increase was due to reductions in promotion
    allowances and slotting fees due to cost containment measures
    and lower freight and storage costs due to reduced fuel
    surcharges and inventory management.

  * Operating expenses decreased 30% to $4.0 million, compared to
    the corresponding period a year ago, due primarily to the
    strategic refocus in the fourth quarter of 2008 which resulted
    in cost containment measures including a reduction in force
    that reduced salaries and benefits expense, as well as our
    realigned channel focus which contributed to a significant
    decrease in promotional expense, broker and invasion fees.

  * Net loss of $2.0 million, or ($0.07) per share, for the second
    quarter 2009 improved by 28% over the second quarter 2008 net
    loss of $2.7 million, or ($0.10) per share.

  * Its use of cash during the quarter was $1.0 million dollars,
    significantly less than our use of cash of $2.9 million during
    the prior year period.

Joth Ricci, President & Chief Executive Officer, stated, "During
the second quarter we continued to focus on executing the
initiatives we began implementing last year in order to drive
bottom-line improvement on lower sales volumes which included
controlling our operating expenses, down 30% versus both the three
and six month periods of a year ago.  We are also beginning to
experience the initial benefits of a more disciplined distribution
strategy as our reduced promotional spend and focus on single
serve opportunities contributed to a 2 percent improvement in
gross margin.  While we are pleased with the improved efficiency
of our organization, we realize there is still much work to be
done in order to achieve our goal of long-term profitability and
positive cash flows."

                           Balance Sheet

As of June 30, 2009, the Company had cash and cash-equivalents of
approximately $7.1 million, working capital of $12.5 million, and
no debt.  Cash used in operations during the six months ended June
30, 2009 totaled $5.3 million, of which $1.0 million was used in
the quarter ended June 30, 2009.  The Company traditionally uses
more cash in the first half of the year as inventory is built to
support the historically seasonally-stronger shipping months of
April through September, and expects the amount of cash used by
operating activities to decrease in the second half of the year as
receivables generated during its stronger shipping months are
collected.  The Company also anticipates increasing the level of
its inventories as it continues in the summer selling season
through the end of the third quarter.  As of June 30, 2009,
inventories were $3.7 million compared to $8.1 million as of June
30, 2008 which does not include the long term portion of GABA raw
materials purchased in conjunction with its Pharma GABA supply
agreement which is classified in other assets.

The Company announced that while it has continued to improve its
operating results and reduce its use of cash compared with a year
ago, the economic slowdown that began in the second half of 2008
has continued to have a greater than expected impact on case sales
year-to-date.  Therefore, the Company has further refined its
operating plan for the remainder of 2009, including additional
cost containment measures that the Company plans to enact in the
third quarter.  Based on these intended actions, the Company
believes it will be able to meet its anticipated cash needs for
the next 12 months and beyond.  However, due to the volatile
economic environment and its potential impact on future sales and
the limited ability the Company will have to further reduce costs
beyond the measures planned for the third quarter, the Company
plans to disclose a going concern uncertainty in the liquidity
section of its Form 10-Q for the quarter ended June 30, 2009 to be
filed with the Securities and Exchange Commission on Monday,
August 10th.

Mr. Ricci concluded, "As we move into the back half of the year,
we are optimistic about our ability to deliver improved operating
performance, and continue the trend of delivering sequential and
quarter over quarter improvements to our bottom line. Our plan is
to capitalize on areas of momentum, offset by additional cost
containment measures during the third quarter.  We remain
confident that our brand equity remains strong and that our
innovative products and packaging continue to resonate with our
target consumers."

                        About Jones Soda Co.

Headquartered in Seattle, Washington, Jones Soda Co. (NASDAQ:
JSDA) markets and distributes premium beverages under the Jones
Soda, Jones Pure Cane Soda, Jones 24C, Jones GABA, Jones Organics,
Jones Naturals and Whoopass brands and sells through its
distribution network in markets primarily across North America. A
leader in the premium soda category, Jones is known for its
variety of flavors and innovative labeling technique that
incorporates always-changing photos sent in from its consumers.
Jones Soda is sold through traditional beverage retailers. For
more information visit http://www.jonessoda.com/,
http:/www.myjones.com/, and http://www.jonesGABA.com/


KEARNY WASHINGTON: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kearny Washington, LLC
        809 Kearny Street
        San Francisco, CA 94108

Bankruptcy Case No.: 09-32218

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Joan M. Chipser, Esq.
                  Law Offices of Joan M. Chipser
                  1 Green Hills Court
                  Millbrae, CA 94030
                  Tel: (650) 697-1564
                  Email: joanchipser@sbcglobal.net

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

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

The schedules attached to the petition say the Company has assets
of $900 against debts of $3,301,456.  The Company valued as
"unknown" a real property in San Francisco California, which is a
collateral to a $3,280,417 secured claim against the Company.

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/canb09-32218.pdf

The petition was signed by Martin L. Eng.


KUSAN TRADING: Case Summary 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kusan Trading, Inc
        503 Washington Ave
        Carlstadt, NJ 07072

Bankruptcy Case No.: 09-30324

Chapter 11 Petition Date: August 3, 2009

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Na-Kyung Kang, Esq.
                  172 Main Street
                  2nd Floor, Suite #4
                  Fort Lee, NJ 07024
                  Tel: (201) 944-6222
                  Email: nakyungkang@yahoo.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/njb09-30324.pdf

The petition was signed by Hyun Ho Park, president of the Company.


LANDAMERICA FIN'L: Can't File 1st Quarter Report On Time
--------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, LandAmerica Financial Group, Inc., disclosed that it
is unable to timely file its quarterly report on Form 10-Q for
the first fiscal quarter ended March 31, 2009.

According to LFG Executive Vice President and Chief Financial
Officer G. William Evans, LFG's Chapter 11 proceedings created
obligations to file monthly operating reports with the Court and
LFG has used its limited financial and human resources to
complete those filings.  In this light, he says, LFG currently
does not have, and does not expect to have in the future, the
capacity to prepare consolidated financial statements for the
fiscal quarter ended March 31, 2009 that are capable of being
reviewed by an independent registered public accounting firm or
certified by the Company's executive officers.

As a result, LFG was not in a position to file its Form 10-Q for
the first fiscal quarter results by May 2009.  The Company cannot
make any assurances as to when it will complete and file the Form
10-Q, Mr. Evans states.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Court Denies CP Oxford Lift Stay Request
-----------------------------------------------------------
CP Oxford Gardens, LLC, asked the Court to lift the automatic
stay to allow it to continue its equitable indemnity, implied
indemnity, contribution, apportionment and declaratory relief
action pending in the Alameda County Superior Court for the State
of California, Northern Division, as Case No. RG06-294630,
against Debtor LandAmerica Assessment Corporation.

The State Court Action concerns a 46-unit condominium complex
originally built in 1983 by Oxford Realty N.V.  The entire
condominium complex was used as rented apartments until after it
was sold by Oxford Realty N.V to CP Oxford.  CP Oxford then sold
the condominiums to individual owners.

CP Oxford said that the Project had been inspected by a third
party inspection company, LAC.  CP Oxford asserted that any
conditions that were not identified by LAC were not known to CP
Oxford and therefore, could not have been disclosed.  CP Oxford
further asserted that all conditions noted about the Project were
in fact disclosed to the Oxford Gardens Fremont Condominium
Association.  If any conditions about which the Association
complains existed at the time of CP Oxford's purchase, but were
not discovered by LAC, CP Oxford believes it is entitled to
indemnity and contribution from LAC for its negligence.

LAC, however, objected to the Motion asserting that it will
suffer substantial injury if the stay is lifted and CP Oxford is
allowed to proceed to trial with the Lawsuit.  LAC argued that CP
Oxford fundamentally misunderstands the nature of LAC's insurance
coverage because LAC will incur substantial costs to defend the
Lawsuit notwithstanding that CP Oxford is only entitled, if
anything, to an unsecured claim.

LAC added that CP Oxford has already availed itself of the
Court's claim resolution process when it filed proof of Claim No.
2324.

After considering the Motion and the LAC's response, the Court
denied the lift stay request.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Court Keeps Stay on Conveca Civil Action
-----------------------------------------------------------
Conveca Associates Limited Partnership sought an order from the
Court lifting the automatic stay to permit the continuation of a
pending Pennsylvania civil court litigation against Debtor
LandAmerica Assessment Corporation.

Conveca was the developer of residential condominium units owned
by Grandview Condominium Owners Association, Inc.  Conveca also
renovated a building at 1100 Vine Street, in Philadelphia,
Pennsylvania, in 2003 and 2004.

As part of the development of the Grandview Condos, Conveca
entered into a contract with LAC trading as National Assessment
Corporation, under which NAC was to perform a physical assessment
of the condition of the Property.  NAC inspected the Building,
and issued a report on the physical conditions of the Building,
including the condition of its facades.

Grandview subsequently commenced a litigation against Conveca,
alleging that severe structural problems were discovered at the
facades of the Building, and that NAC knew or should have known
of the existence of the alleged structural problems.  The
Plaintiffs alleged that Conveca is liable to them based on NAC's
failure to list the alleged structural problems in the Property
Report.  Conveca filed an answer in the Grandview Litigation,
along with crossclaims against LAC trading as NAC.  Under its
Crossclaims, Conveca seeks contribution and indemnification from
the LAC regarding the professional services that LAC applied on
the Project.

LAC, however, objected to Conveca's request, asserting that it
will suffer substantial injury if the Stay is lifted and Conveca
is allowed to proceed to trial with the Lawsuit.  LAC noted that
Conveca fundamentally misunderstood the nature of LAC's insurance
coverage because LAC may incur substantial costs to defend the
Lawsuit notwithstanding that Conveca is only entitled, if
anything, to an unsecured claim.

Upon review, the Court denied Conveca's lift stay request.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Directors & Officers Disclose Shares Ownership
-----------------------------------------------------------------
In separate filings, certain officers and directors of
LandAmerica Financial Group Inc. disclosed with the Securities
and Exchange Commission that they acquired these shares of LFG
common stock in January 2009:

                                 No. of Shares   No. of Shares
Officer/Director                   Acquired    Currently Owned
----------------                 -------------  ---------------
Wishnack Marshall                 107,666.6667    118,102.4161
Bennet Trani Eugene P                 144.0000      6,093.6252
Snead Thomas G Jr.                124,666.6667    137,229.1285
Smith Julious P                    39,666.6667     52,249.1718
Skunda Robert Thomas               17,000.0000     26,235.0284
Norfleet Robert Fillmore Jr.        1,871.0000       9724.0000
McCann John P                      90,666.6667    107,434.3597
Foster Charles H Jr.                39763.6667     47,090.6086
Dinkins Michael                    51,000.0000     63,271.6058
Vlahcevic Christine                 2,664.0000      9,936.0000
Saylors Pamela K                    3,307.0000     11,437.0000
Hill Melissa A                     16,491.0000     23,474.0000
Gonzalez Richard P                  3,454.0000     16,255.0000
Gluck Michelle H                    4,295.0000     15,060.0000
Evans George William               15,277.0000     79,652.0000
Dorneman Ross W                     3,997.0000     15,315.0000
Astheimer Kenneth                   4,693.0000     25,069.0000
Chandler Theodore L                34,334.0000    172,214.0000

These officers and directors also disclosed that they disposed of
shares of LFG common stock in January 2009:

                                  No. of Shares  No. of Shares
Officer                              Disposed    Currently Owned
-------                           -------------  ---------------
Trani Eugene P                        144.7778       6,093.6252
Norfleet Robert Fillmore Jr.         1871.9651           0.0000
Foster Charles H Jr.                   97.3333      47,090.6086
Vlahcevic Christine                 2,664.0000       7,272.0000
Saylors Pamela K                    3,307.0000       8,130.0000
Hill Melissa A                      6,983.0000      16,491.0000
Gonzalez Richard P                  3,454.0000      12,801.0000
Gluck Michelle H                    4,295.0000      10,765.0000
Evans George William               15,277.0000      64,375.0000
Dorneman Ross W                     3,997.0000      11,318.0000
Astheimer Kenneth                   4,693.0000      20,376.0000
Chandler Theodore L                34,334.0000     137,880.0000

These officers and directors disclosed the shares of LFG common
stock they may be deemed to be beneficially own under the
(401)(k) Plan of LFG:

  Executive                              No. of Shares Owned
  ---------                              -------------------
  Evans George William                        9,568.7987
  Foster Charles H Jr.                        3,557.5586
  Astheimer Kenneth                           3,537.8923
  Dorneman Ross W                               732.8719
  Chandler Theodore L                           333.0068
  Hill Melissa A                                257.095
  Saylors Pamela K                              81.7412

These officers and directors disclosed the number of shares of
common stocks the may be deemed to be beneficially own under the
Employee Stock Purchase Plan of LFG:

  Officer                              No. of Shares Owned
  -------                              -------------------
  Hill Melissa A                                984.9313
  Vlahcevic Christine                           496.3791
  Gonzalez Richard P                            248.1605
  Saylors Pamela K                              170.1537

Mr. Foster, Jr., is also deemed to beneficially own 1,500 shares
of LFG common stock held by trust of which is a trustee with
investment power and of which members of Mr. Foster, Jr.'s
immediate family are beneficiaries.

Mr. Astheimer is also deemed to beneficially own 450 shares of
LFG common stock through his spouse.

Messrs. Wishnack, Snead, Smith, Skunda, McCann, Foster, Dinkins's
deferred stock units acquired on the first of the month are the
result of compensation payable for Board and committee meetings
attendance in the prior month in the form of deferred stock units
based on the closing price of the issuer's stock on the first
business day of the current month.  The deferred stock units do
not have any conversion or exercise price, nor do they have an
exercisable or expiration date.

The shares disposed and acquired by Messrs. Trani, Norfleet,
Foster, reflect a distribution according to their election under
the LFG's Outside Directors Deferral Plan.  Any fractional shares
will be paid out in cash.  Deferred stock units acquired under
the Company's ODDP or EVDP do not have a conversion or exercise
price, nor do they have an exercisable or expiration date.

The stock units disposed by Misses Vlahcevic, Saylors, Hill,
Gluck, and Dorneman, and Messrs. Gonzalez, Evans, Chandler, and
Astheimer were cash units that fully vested upon closing the sale
of Lawyers Title Insurance Corporation, Commonwealth Land Title
Insurance Company, and United Capital Title Insurance Company to
the Fidelity National Financial family of companies, which were
inadvertently not reported following the event.  The units were
hypothetically converted to common stock and hypothetically sold
at the closing price on the closing date, with the insider
receiving cash for the value of the units.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Savings & Stock Plan Terminated
--------------------------------------------------
In light of LandAmerica Financial Group, Inc.'s financial
situation, the Company's Board of Directors elected to terminate
the LFG Savings and Stock Ownership Plan effective July 31, 2009.

The LFG Savings and Stock Ownership Plan is a defined
contribution plan covering salaried employees of LFG and
participating subsidiaries who have completed 30 days of
employment.  Merrill Lynch Trust Company served as trustee of the
Plan.

Plan participants may elect to defer up to 40% of their annual
compensation as defined by the Plan on a pre-tax or after-tax
basis.  Participants age 50 or older may make additional catch-up
contributions of $5,000 per year during 2008.  Upon enrollment,
participants may direct the investment of their account balances
in 14 different investment options.  Upon termination of service,
a participant generally may elect to receive a lump-sum amount
equal to the vested value of his or her account, or defer payment
if the participant's balance is over $1,000.

The Savings and Stock Ownership Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974.  As
prescribed under the ERISA, participants will become 100% vested
in their accounts upon termination of the Plan.

LFG's contributions are known as "Safe Harbor Matching
Contributions."  A participant is 100% vested in the Safe Harbor
Matching Contributions made to his or her account.  From
January 1, 2008 to November 30, 2008, LFG made matching
contributions equal to 100% of a participant's contributions, not
to exceed 3% of a participant's compensation.

Effective December 1, 2008, LFG elected to discontinue the
matching contributions, LFG Chief Financial Officer G. William
Evans related in a filing to the Securities and Exchange
Commission.

In a Form 11-K filing with the SEC, accounting firm Keiter,
Stephens, Hurst, Gary & Shreaves, P.C., reported that it audited
LFG Savings and Stock Plan and accordingly, presented financial
statements related to the Plan for the years ended Dec. 31, 2008
and 2007.

    LandAmerica Financial Group, Inc. Savings and Stock Plan
        Statements of Net Assets Available for Benefits


                                  As of Dec. 31,  As of Dec. 31
ASSETS                                  2008           2007
                                  --------------  -------------
Investments, at fair value         $335,908,811   $504,058,718

Cash                                  1,334,635              -

Receivables:
Employer contributions (net of
forfeitures)                                 -         554,777
Participant contributions               299,151      1,002,739
Remaining assets of merged plan         492,227        595,846
                                  --------------  -------------
  Total receivables                      791,378      2,153,362
                                  --------------  -------------
  Total assets                       338,034,824    506,212,080
                                  ==============  =============

LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS

Excess contribution liability           261,397              -
                                  --------------  -------------
Net assets available for benefits
at fair value                        37,773,427    506,212,080

Adjustment from fair value to
contract value for fully benefit-
responsive investment contracts      16,093,828      1,039,973
                                  --------------  -------------
Net assets available for benefits  $353,867,255   $507,252,053
                                  ==============  =============


    LandAmerica Financial Group, Inc. Savings and Stock Plan
        Statements of Net Assets Available for Benefits
                 Year Ended December 31, 2008

Additions:
  Investment income:
    Investment income                               $21,453,442
    Other                                               148,086
                                                   ------------
                                                     21,601,528
                                                   ------------
  Contributions:
    Participants                                     30,113,307
    Employer, net of forfeitures                     11,092,726
    Rollovers                                         1,676,580
                                                   ------------
                                                     42,882,613
                                                   ------------
      Total additions                                64,484,141

  Deductions:
    Net depreciation in fair value                  150,911,261
    Benefits paid to participants                    85,094,365
    Corrective distributions                            261,397
    Administrative expenses                             269,022
    Other                                                48,147
                                                   ------------
      Total deductions                              236,584,192
                                                   ------------
Transfers from merged plan                          18,715,253
                                                   ------------
  Net decrease                                     (153,384,798)

Net assets available for benefits:
  Beginning of year                                 507,252,053
                                                   ------------
  End of year                                      $353,867,255
                                                   ============

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Bermuda Unit Files Chapter 15 Petition
-------------------------------------------------------
Lehman Re, the Bermuda-based life insurance unit, has filed for
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
before the U.S. Bankruptcy Court for the Southern District of New
York (Case No. 09-14884).

The petition says Lehman Re has more than $1 billion in debts
against assets of less than $1 billion. Under Chapter 15,
companies can obtain a stay of U.S. lawsuits and can have its
restructuring at a foreign country recognized as the site of the
main proceeding.

According to Tiffany Kary at Bloomberg, liquidators appointed to
the Bermuda unit last September 23 want the protection to allow
them to gain documents from the U.S., preserve assets in the U.S.
and halt lawsuits.  "Litigation threatens the orderly liquidation
of Lehman Re and will impair the return of assets to creditors,"
Bloomberg quoted the liquidators' lawyers as saying.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Creditors' Panel Hires R. Sheldon for U.K. Issues
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings Inc.'s cases seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ Richard
Sheldon, Esq., as its special counsel effective June 23, 2009.

The Creditors' Committee taps Mr. Sheldon in connection with the
litigation claims filed in the U.K. High Court of Justice
Perpetual Trustee Company Ltd. and Belmont Park Investments Pty
Ltd. against BNY Corporate Trustee Services Ltd.  The claims seek
to foreclose the collateral held in trust by BNY, which secures
Lehman Brothers Special Financing Inc.'s interest in a credit
default swap with Saphir Finance plc. and two other companies.

As special counsel, Mr. Sheldon is tasked to:

  (1) advise the Creditors' Committee with respect to all
      aspects of English law that are relevant to the
      litigations and similar cases that may be filed;

  (2) advise the Creditors' Committee with respect to any claims
      and defenses that may be available to LBSF under English
      law concerning the litigation claims, or other claims
      that may be filed in connection with the so-called Dante
      Programme, a 2002 investment program structured and
      marketed by Lehman Brothers International Europe;

  (3) represent the Creditors' Committee's interests in the
      litigations or similar cases that may be filed; and

  (4) perform other legal services.

Mr. Sheldon will be paid of his services at an hourly rate which
will be subject to a discount, and will be reimbursed of his
expenses.  His current discounted hourly rate, in pounds
sterling, is GBP650 per hour and is subject to a 15% value-added
tax.

In an affidavit, Mr. Sheldon, Esq., a member of chambers of 3-4
South Square, Gray's Inn, assures the Court that he does not have
connection with the Debtors and their creditors, and does not
represent any interest adverse to the Creditors' Committee.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: LBI Trustee to Send Software Pact to Gallery Svcs
------------------------------------------------------------------
James Giddens, the court-appointed trustee for Lehman Brothers
Inc., seeks court authority to assume and assign a software and
services contract with Gallery Systems Inc. to Lehman Brothers
Holdings Inc.

The contract, Mr. Giddens says, is no longer needed for the
administration of LBI's estate and that LBHI has requested that
the contract be assigned to it.

In connection with the proposed assignment, Mr. Giddens also ask
the Court to approve a process governing the assumption and
assignment of the contract.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Deal Ending LBI Pact With Boston Univ. Trustees
----------------------------------------------------------------
Prior to September 19, 2008, Lehman Brothers Inc. entered into a
Remarketing Agreement with the Trustees of Boston University.

The University desires to terminate LBI's interests in the
Agreement and to take other certain actions related to the
termination.  James W. Giddens, as Trustee under the SIPA to
administer LBI's estate, has also determined that it would be in
the best interests of LBI and the LBI estate that the Agreement
be terminated by the LBI estate subject to the payment to the
Trustee of an amount in cash equal to $30,821 representing the
agreed liquidated balance under the Agreement.

Accordingly, the Parties negotiated in good faith concerning the
rights of LBI and the University with respect to LBI's interests
in the Agreement.  The Parties agreed that the Agreement will be
terminated and they will mutually release each other from all
claims and causes of action relating to the Agreement.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LOMBARD FLATS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lombard Flats, LLC
        809 Kearny Street
        San Francisco, CA 94108

Bankruptcy Case No.: 09-32219

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Joan M. Chipser, Esq.
                  Law Offices of Joan M. Chipser
                  1 Green Hills Court
                  Millbrae, CA 94030
                  Tel: (650) 697-1564
                  Email: joanchipser@sbcglobal.net

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

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

The schedules attached to the Petition show total assets of $7,500
against total debts of $5,186,876.  The Company valued as
"unknown" real property in 949 - 953 Lombard Street, San
Francisco, California, which property constitutes as collateral to
a $5,165,094 claim against it.

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/canb09-32219.pdf

The petition was signed by Martin L. Eng.


LOOKOUT ROAD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lookout Road Development Company, L.P.
        3707 N. St. Mary's St., Suite 100
        San Antonio, TX 78212

Case No.: 09-52973

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: Vickie L. Driver, Esq.
                  Pronske & Patel, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: vdriver@pronskepatel.com

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

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.


LOPEZ SUPERMARKETS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Lopez Supermarkets, Inc.
           dba Lopez Supermarket #5
           dba Lopez Supermarket #1
        1415 Ringgold
        Brownsville, TX 78520

Bankruptcy Case No.: 09-10440

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  Malaise Law Firm
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630
                  Email: evrcourt@malaiselawfirm.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Alicia Lopez, president of the Company.


LORENZO ARTEAGA: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lorenzo Arteaga
        5013 118th St
        Hawthorne, CA 90250

Bankruptcy Case No.: 09-30420

Chapter 11 Petition Date: August 5, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Robert E. Canny
                  5042 Wilshire Blvd, Suite 885
                  Los Angeles, CA 90036
                  Tel: (213) 401-3996

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

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

A full-text copy of Mr. Arteaga's petition, including a list of
his 19 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-30420.pdf

The petition was signed by Mr. Arteaga.


LYONDELL CHEMICAL: Committee Wants Incentive Program Deferred
-------------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Lyondell
Chemical Company and its affiliates are seeking the Bankruptcy
Court's authority to implement certain incentive and bonus
programs for their employees, including a (i) management incentive
plan, (ii) non-insider employee retention plan, (iii)
discretionary bonus plan, and (iv) hardship plan.

In an objection, the Official Committee of Unsecured Creditors
points out that the Debtors propose to provide incentive payments
to insiders Alan S. Bigman, Edward J. Dineen, C. Bart de Jong,
James W. Bayer and Michael P. Mulrooney that are defendants in the
Committee's complaint against certain of the Debtors' lenders and
directors and officers.

On behalf of the Committee, Steven D. Pohl, Esq., at Brown Rudnick
LLP, in New York, argues that the Defendants previously received
millions of dollars in connection with a December 2007 merger of
Lyondell Chemical Company and Basell AF. S.C.A., that caused the
Debtors' bankruptcy and ruin of unsecured creditors.  He further
asserts that the Defendants are liable for breach of fiduciary
duty and mismanagement due to their merger-related decisions, and
their receipt of merger-related bounty is subject to avoidance as
a fraudulent transfer.

Accordingly, the Committee asks the Court to defer its decision
on the Employee Incentive Plan with respect to the defendants in
the Committee Complaint.  The Committee notes that deferring the
Court's decision as to the Defendants would not be overly harsh,
because the Debtors could address the Defendants' situation in
their proposed reorganization plan.

                      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: Parent Appoints Potter as Chief Fin'l Officer
----------------------------------------------------------------
LyondellBasell Industries announced that its Supervisory Board has
named Kent Potter as Chief Financial Officer, effective August 1.
Mr. Potter will succeed Alan Bigman who will be offered an
opportunity to continue assisting in the company's Chapter 11
restructuring activities.

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

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

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

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

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

                      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: Stipulations Allowing Nihon, et al., Set-offs
----------------------------------------------------------------
Lyondell Chemical Company and its affiliates entered into Court-
approved stipulations allowing these parties to exercise set-off
of prepetition debts owed to the Debtors against prepetition debts
owed by the Debtors:

  * Nihon Oxirane Company, Ltd.,
  * Sempra Energy Trading LLC, and
  * EMCO Chemical Distributions, Inc.

After effectuating the set-off, Debtor Lyondell Greater China,
Ltd. will owe Nihon Oxirane $12,025,902.  Moreover, Sempra will
pay Debtor Houston Refining, LP $1,672,516 as the difference
between the prepetition debts.  EMCO will have an unsecured claim
of $311,798 against Equistar Chemicals, LP.

                      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: U.S. Government Bar Date Moved to Aug. 28
------------------------------------------------------------
In a Bankruptcy Court-approved stipulation, the Debtors and the
United States of America agreed that the U.S. government may file
proofs of claim against the Debtors until August 28, 2009,
at 5:00 p.m., prevailing Eastern time, for the sites and
facilities disclosed in the Debtors' May 29, 2009 Statements of
Financial Affairs.

In a separate Court-approved stipulation, the Debtors and Goldman
Sachs & Co. agree that Goldman Sachs had until July 7, 2009, to
file proofs of claim asserting claims that arose on or before the
applicable Petition Date against the Debtors.

                      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)


MAGNA ENTERTAINMENT: Proposes to Ocala Property for $5.75 Million
-----------------------------------------------------------------
Magna Entertainment Corp., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to approve the sale of approximately
490 acres of undeveloped real property located in Ocala, Florida
to Ocala Meadows Lands, LLC, for $5,750,000, subject to higher or
better offers at an auction.

In the event the Ocala property is sold to another bidder, the
Debtors request authority to pay an expense reimbursement of up to
$50,000 to the Buyer, to be paid from the proceeds of the sale.

The buyer is a newly-formed entity indirectly controlled by Fair
Enterprises Limited, a company that forms part of an estate
planning vehicle for the family of Mr. Frank Stronach, chairman of
Magna Entertainment's board of directors.

The Ocala property, which is owned by MEC Holdings (USA) Inc. and
Sunshine Meadows Racing, Inc., was originally planned to be
developed into either a racetack of a horse training facility.
MID Islandi sf. holds a lien on the Ocala Property.

The Debtors propose to hold an auction on August 26, 2009, at
8:00 a.m. at the offices of Richards, Layton & Finger, P.A., One
Rodney Square, 920 North King Street, Wilmington, Delaware 19801.

If the sale does not close by September 30, 2009, for any reason
other than the Seller's default, the Seller may, in its sole
discretion, terminate the purchase agreement.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNA ENTERTAINMENT: Plan Filing Period Extended to October 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Magna Entertainment Corp., et al.'s exclusive period to
file a plan through and including October 1, 2009, and their
exclusive period to solicit acceptances thereof through and
including November 30, 2009.  This is the first extension of the
Debtors' exclusive periods.

As reported in the Troubled Company Reporter on July 3, 2009, the
Debtors told the Court that they are in the midst of pursuing
the sale of some of their most significant assets, including,
racetrack and non-racetrack assets.  The Debtors added that
although the sales process for its assets is well underway, the
bid deadline set by the bid procedures order has not yet passed,
and thus, any chapter 11 plan at this juncture would be, at best,
"based on pure speculation as to the disposition of these assets."

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MARIA NATIVIDAD: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Maria R. Natividad
        643 East La Costa Drive
        Chandler, AZ 85249

Bankruptcy Case No.: 09-18463

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: J. Kent Mackinlay, Esq.
                  Warnock, Mackinlay & Carman, PLLC
                  1019 S. Stapley Dr.
                  Mesa, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175
                  Email: kent@mackinlaylawoffice.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 Ms. Natividad.


MCKNIGHT PROPERTY: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: McKnight Property Holdings LLC
        231 E Alessandro Blvd, Suite A-448
        Riverside, CA 92508

Bankruptcy Case No.: 09-27887

Chapter 11 Petition Date: August 5, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: Wayani Taylor, Esq.
                  1211 S Van Ness Ave
                  Los Angeles, CA 90019
                  Tel: (323) 974-0596

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

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

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

            http://bankrupt.com/misc/cacb09-27887.pdf

The petition was signed by Agena Caines, managing member of the
Company.


MERISANT WORLDWIDE: DIP Financing Extended Until January 2010
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Merisant Worldwide, Inc., et al., authority to extend the term of
its $20 million postpetition financing from Wayzata Investment
Partners LLC and the other DIP Lenders through January 8, 2010.

The Debtors are authorized to continue to use cash collateral
through January 8, 2010.

All other terms of the Final DIP Order dated February 13, 2009,
not expressly modified pursuant to the second amendment will
remain in full force and effect.

A full-text copy of Second Amendment and Waiver to the DIP Credit
Agreement is available for free at:

      http://bankrupt.com/misc/merisant.2ndDIPamendment.pdf

On February 13, 2009, the Bankruptcy Court entered its final order
authorizing Debtors to obtain up to $20,000,000 in principal
amount of postpetition financing from the DIP Lenders.  A full-
text copy of the Final DIP Order dated February 13, 2009, is
available for free at:
http://bankrupt.com/misc/merisant.finaldiporder.pdf

                     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.


MIDWEST STEEL SALES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Midwest Steel Sales II, Inc.
           dba Midwest Rental Properties, L.L.C.
           dba George E. Waters Trucking, Inc.
           dba Midwest Steel Sales, Inc.
        P.O. Box 997
        Gravette, AR 72736

Bankruptcy Case No.: 09-73870

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Robert Dale Teague, Esq.
                  RHOADS & TEAGUE, P.A.
                  5417 Pinnacle Point Drive, Suite 201
                  Rogers, AR 72758
                  Tel: (479) 254-0135
                  Fax: (479) 271-5306
                  Email: rteague@rhoadsteaguelaw.com

Total Assets: $1,099,203

Total Debts: $2,567,163

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/arwb09-73870.pdf

The petition was signed by Glenda Miller, owner of the Company.


MILLENIUM INSURANCE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Millenium Insurance & Financial Services, Inc.
        PO Box 67
        Vienna, VA 22183

Bankruptcy Case No.: 09-16277

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: Madeline A. Trainor, Esq.
                  Cyron & Miller, LLP
                  100 N. Pitt Street, Suite 200
                  Alexandria, VA 22314
                  Tel: (703) 299-0600
                  Fax: (703) 299-0603
                  Email: mtrainor@cyronmiller.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
8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-16277.pdf

The petition was signed by Marsha Lynnette DePalo, president of
the Company.


MOBILE BAY: U.S. Trustee Sets Meeting of Creditors for August 25
---------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Southern District of
Alabama will convene a meeting of creditors in Mobile Bay
Investments, L.L.C.'s Chapter 11 case on August 25, 2009, at
2:00 p.m.  The meeting will be held at the Meeting Room, 182 St.
Francis Street, 3rd Floor, Mobile, Alabama.

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.

Mobile, Alabama-based Mobile Bay Investments, L.L.C., filed for
Chapter 11 on July 22, 2009 (Bankr. S. D. Ala. Case No. 09-13322).
C. Michael Smith, Esq., 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.


MODINE MANUFACTURING: May Issue Securities to Raise $150 Million
----------------------------------------------------------------
Modine Manufacturing Company filed with the Securities and
Exchange Commission a prospectus on Form S-3 in connection with
its plan to offer and sell from time to time shares of common
stock, preferred stock, warrants to purchase shares of common
stock or preferred stock, and debt securities, or any combination
thereof, in one or more offerings in amounts, with an aggregate
initial offering price of up to $150,000,000.

Each time Modine offers securities, it will provide a prospectus
supplement containing more information about the particular
offering.

The securities may be sold directly by Modine to investors,
through agents designated from time to time or to or through
underwriters or dealers.

Modine will use the net proceeds from the sale of the securities
for general corporate purposes, which may include, among other
things, debt repayment, working capital or capital expenditures.
Modine may also use such proceeds to fund acquisitions of
businesses, technologies or product lines that complement the
current business.  However, Modine currently has no commitments or
agreements for any specific acquisitions.

Modine said the validity of the securities offered pursuant to the
prospectus will be passed upon for the Company by Godfrey & Kahn,
S.C., Milwaukee, Wisconsin.  To contact:

     Dennis F. Connolly, Esq.
     C.J. Wauters, Es.
     Godfrey & Kahn, S.C.
     780 North Water Street
     Milwaukee, Wisconsin 53202
     Tel: (414) 273-3500

Modine's common stock is traded on the New York Stock Exchange
under the symbol "MOD."

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

               http://ResearchArchives.com/t/s?40d8

On August 5, 2009, Modine filed with the SEC its quarterly report
on Form 10-Q.  As reported by the Troubled Company Reporter,
Modine booked $14.5 million in net loss for the three months ended
June 30, 2009, compared to a net income of $7.78 million for the
same period a year ago.

As of June 30, 2009, Modine had $879.2 million in total assets and
$619.3 million in total liabilities, resulting in $259.9 million
in shareholders' equity.  As of March 31, 2009, the Company had
$852,132,000 in total assets and $608,295,000 in total
liabilities.

A fill-text copy of Modine's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?40d9

                          About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2009 revenues of $1.4 billion, specializes in thermal
management systems and components, bringing heating and cooling
technology and solutions to diversified global markets.  Modine
products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The Company employs roughly 7,000 people at 32 facilities
worldwide in 15 countries.

On February 17, 2009, Modine Manufacturing entered into amendments
to its Credit Agreement with JPMorgan Chase Bank, N.A., and Note
Purchase Agreement related to its $50,000,000 of 5.68% Senior
Notes, Series A due December 7, 2017, and $25,000,000 5.68% Senior
Notes, Series B due December 7, 2018; and Note Purchase Agreement
related to its $75,000,000 of 4.91% Senior Notes due September 29,
2015.  The Company entered into the Amendments to waive certain
events of default existing under the Credit Agreement, the 2006
Note Purchase Agreement and the 2005 Note Purchase Agreement at
December 31, 2008, and amend other provisions of the Credit
Agreement, the 2006 Note Purchase Agreement and the 2005 Note
Purchase Agreement.


MONTEVINA ESTATE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Montevina Estate Homes, LLC
        10115 E. Via Linda, Suite 103
        Scottsdale, AZ 85258

Bankruptcy Case No.: 09-18617

Chapter 11 Petition Date: August 5, 2009

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

Debtor's Counsel: Thomas E. Littler, Esq.
                  Warnicke & Littler, P.L.C.
                  1411 N. Third St.
                  Phoenix, AZ 85004
                  Tel: (602) 256-0400
                  Fax: (602) 256-0345
                  Email: administrator@warnickelittler.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/azb09-18617.pdf

The petition was signed by Larry Stuart Kush, member of the
Company.


MOONLIGHT BASIN: May Face Foreclosure, Report Says
--------------------------------------------------
Moonlight Basin owner Lee Poole sent a letter to homeowners saying
that Moonlight may face foreclosure, Bloomberg reported, citing
Bozeman Daily Chronicle.  According to Chronicle, Lehman Brothers
Holdings Inc., Moonlight's primary lender, decided to begin
foreclosure proceedings.  The resort will continue to operate as
usual.  Moonlight Basin is a golf and ski resort in Montana.


NN MINTERS: Case Summary & 1 Largest Unsecured Creditor
-------------------------------------------------------
Debtor: NN Minters, LLC
        923/925 Minters Chapel Rd
        Grapevine, TX 76051

Bankruptcy Case No.: 09-44873

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: Warren V. Norred, Esq.
                  Law Office of Warren Norred
                  200 E. Abram, Suite 300
                  Arlington, TX 76010
                  Tel: (817) 704-3984
                  Fax: (817) 549-0161
                  Email: wnorred@norredlegal.com

Estimated Assets: $0 to $50,000

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

In its schedules, the Company said that assets total $0 while
debts total $2,093,090.  It valued as $0 a real property in
Minters Chapel Rd, which property backs a $2,093,090 against it.

The Debtor identified Compass Bank with a real estate claim for
$2,093,090 as its largest unsecured creditor.  A full-text copy of
the Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

            http://bankrupt.com/misc/txnb09-44873.pdf

The petition was signed by Nosa Evbuomwan, president of the
Company.


NORTEL NETWORKS: Canadian Lawmakers to Review Ericsson Sale
-----------------------------------------------------------
According to Alexandre Delongchamps and Hugo Miller at Bloomberg
News, Canadian lawmakers will be holding emergency hearings on
August 7 to review the sale of Nortel Networks Corporation's key
assets to Ericsson AB, on concerns that Canada could lose
technology it helped develop.

The bankruptcy courts in Canada have approved the Ericsson deal.

According to Bloomberg, Industry Minister Tony Clement has said
that if there is a review of the sale, Ericsson would have to
demonstrate that the transfer of assets provides net benefits to
Canada.  "Canadians have invested so much money through the
research and development credits that we should be in control of
that technology," said Brian Masse, a committee member from the
New Democratic Party. "It's critical for Canada to keep control
over some of that information -- the patents -- and also the
people."

As reported by the Troubled Company Reporter on July 29, 2009,
Nortel, at a joint hearing July 28, the Company, its principal
operating subsidiary Nortel Networks Limited, and certain of its
other subsidiaries including Nortel Networks Inc., obtained orders
from the Ontario Superior Court of Justice and the United States
Bankruptcy Court for the District of Delaware approving the sale
agreement with Telefonaktiebolaget LM Ericsson for substantially
all of Nortel's CDMA business and LTE Access assets for a purchase
price of US$1.13 billion.

Under the asset sale agreement, Ericsson will purchase
substantially all of Nortel's CDMA business which is the second
largest supplier of CDMA infrastructure in the world, and
substantially all of Nortel's LTE Access assets giving it a strong
technology position in next generation wireless networks.  Also as
part of this agreement, a minimum of 2,500 Nortel employees
supporting the CDMA and LTE Access business will receive offers of
employment from Ericsson.

The sale to Ericsson has not yet been closed.  Completion of the
sale is subject to regulatory and other customary closing
conditions, and the purchase price is subject to certain post-
closing adjustments.  Nortel previously said it will work
diligently with Ericsson to close the sale later this year.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH WEST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: North West Trucking Association, Inc.
        PO Box 2548
        Isabela, PR 00662

Bankruptcy Case No.: 09-06444

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Bankruptcy Judge Enrique S. Lamoutte Inclan

Debtor's Counsel: Frederic Chardon Dubos, Esq.
                  Frederic Chardon Dubos Law Office
                  Hc 3 Box 9551
                  Moca, PR 00676-9556
                  Tel: (787) 872-0700
                  Fax: (787) 872-0700
                  Email: fcdlaw@hotmail.com

Total Assets: $194,000

Total Debts: $1,205,781

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/prb09-06444.pdf

The petition was signed by Luis E. Cruz Aldarondo, president of
the Company.


NOVADEL PHARMA: Receives $107,000 From Sale of Shares to Seaside
----------------------------------------------------------------
NovaDel Pharma Inc., on June 30, 2009, entered into a Common Stock
Purchase Agreement with Seaside 88, LP, whereby the Company agreed
to issue and sell to Seaside 500,000 shares of the Company's
common stock, $0.001 par value per share, once every two weeks for
26 closings over a 52-week period.

Pursuant to the terms of the Agreement, at the initial closing,
the offering price of the Common Stock equaled 87% of the volume
weighted average trading price of the Common Stock during the
trading day immediately prior to the initial closing date.  At
each subsequent closing, on each 14th day thereafter, the offering
price of the Company's Common Stock will equal 87% of the volume
weighted average trading price of the Common Stock for the 10-day
trading period immediately preceding each subsequent closing date.
If, with respect to any subsequent closing, the volume weighted
average trading price of the Company's Common Stock for the three
trading days immediately prior to such closing is below $0.25 per
share, then the particular subsequent closing will not occur and
the aggregate number of Shares to be purchased shall be reduced by
500,000 shares of Common Stock.

Accordingly, on July 31, 2009, the Company had its second closing
of the Offering pursuant to which Seaside purchased 500,000 shares
of the Company's Common Stock at a price per share of $0.22 having
an aggregate value of approximately $111,665, and, the Company
received net proceeds of approximately $107,000, after deducting
commissions and $1,500 in non-accountable expenses, pursuant to
the terms of the Agreement.

                       About NovaDel Pharma

Based in Flemington, New Jersey, NovaDel Pharma Inc. (NYSE AMEX:
NVD) -- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.

At March 31, 2009, the Company had $5,209,000 in total assets and
$10,300,000 in total liabilities, resulting in $5,091,000
stockholders' deficiency.


NOVELIS INC: Moody's Affirms Corporate Family Rating at 'B2'
------------------------------------------------------------
Moody's Investors Service affirmed Novelis Inc's B2 corporate
family rating, B2 probability of default rating, and the Ba3
rating on the senior secured revolver and term loan, as well as
the Ba3 rating on Novelis Corporation's senior secured term loan.
At the same time, Moody's downgraded the rating on the 7.25%
senior notes to Caa1 from B3 and assigned a Caa1 rating to Novelis
Inc's new note issue maturing February 15, 2015.  The rating
outlook is negative.

The downgrade to Caa1 from B3 for the senior unsecured notes
solely reflects the application of Moody's loss given default
methodology and the impact of capital structure changes effected
since March 2009 that have increased the proportion of secured
debt relative to unsecured debt.  The secured term loan increased
by $220 million, proceeds of which were used to repurchase some of
the outstanding 7.25% senior notes.  As a consequence, secured
debt has increased to roughly 50% of the capital structure and
weakened the position of the unsecured debt in the overall
liability waterfall.  The Caa1 rating will also apply to the new
senior unsecured notes.

Novelis' B2 corporate family rating captures the ongoing
performance challenges given the weak demand fundamentals for
aluminum products, especially sales to the construction and
automotive end markets.  The rating also incorporates the
company's relatively high leverage and weak debt protection
metrics, the sensitivity of its earnings to volume levels given
the level of fixed costs in the business, and the volatility in
performance that arises from the differential between beverage can
prices and primary aluminum prices (which impacts the company's
expected internal hedge position).

However, the rating acknowledges the company's sizeable global
footprint in the aluminum rolled products markets, which includes
its dominant market position in can sheet, which provides a degree
of stability, as well as good positions in industrial, foil and
packaging and transportation.  Also captured in the rating is the
expectation that the company's performance will improve as the can
price ceiling contracts expire.  A further consideration in the
rating is the support recently shown by its parent, Hindalco, in
the providing a $100 million unsecured credit facility via an
affiliate of the Aditya Birla group to support Novelis's liquidity
requirements.

Downgrades:

Issuer: Novelis Inc.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1,
     LGD5, 78% from B3, LGD5, 76%

Assignments:

Issuer: Novelis Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1, LGD5
     78%

Moody's last rating action on Novelis was January 30, 2009 when
the company's ratings were downgraded (corporate family rating to
B2 from B1)

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the fiscal year ended
March 31, 2009, the company had total shipments of approximately
2,943 kilotonnes and generated $10.2 billion in revenues.


NOVELIS INC: S&P Assigns 'B-' Rating on $185 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' debt
rating to Novelis Inc.'s proposed US$185 million senior unsecured
notes due 2015.  At the same time, S&P assigned a recovery rating
of '6' to the notes, indicating S&P's expectation of negligible
(0%-10%) recovery in a default scenario.

S&P believes that the company will use the net proceeds from the
notes to support its liquidity by paying down the US$94 million it
owes under an unsecured credit facility with an affiliate of the
Aditya Birla Group (not rated), as well as a portion of its asset-
backed revolving credit facility.

"The 'B+' corporate credit rating and stable outlook on Novelis
reflects what S&P view as the company's poor cash generation, high
debt leverage, and unstable operating earnings," said Standard &
Poor's credit analyst Donald Marleau.  "Alleviating these
weaknesses are the company's leading position in the global
aluminum rolled products market, and its extensive geographic and
product diversity," Mr. Marleau added.

The ratings also reflect the company's links to Hindalco
Industries Ltd., for which Novelis is a long-term, strategically
important investment.  S&P believes that Novelis' cash flow will
improve modestly in the coming 12-18 months, as cost reductions
offset lower volumes and the company's earnings begin to translate
into a steadier stream of operating cash flow.

                            Ratings List

                            Novelis Inc.


           Corporate credit rating        B+/Stable/--

                         Rating Assigned

           US$185 million senior unsecured notes      B-
           Recovery rating                            6


OPUS WEST: Committee Selects Gardere Wynne as Attorneys
-------------------------------------------------------
The Official Committee of Unsecured Creditors in Opus West Corp.
and its affiliates' cases asks the Court for authority to retain
Gardere Wynne Sewell LLP as its counsel effective as of July 15,
2009.

The Committee asserts that it needs Gardere Wynn's assistance in
fulfilling its duties and obligations.  The Committee notes that
Gardere Wynne has considerable experience and expertise in
Chapter 11 matters, and bankruptcy, construction and other
general business and corporate law.

As the Committee's counsel, Gardere Wynne will:

  a. advise the Committee on its rights, obligations, and
     powers;

  b. appear before the Court and other forum on the Committee's
     behalf on all matters involving the Debtors' bankruptcy
     estates, the Committee, or the Chapter 11 cases;

  c. prepare and file for the Committee all necessary
     applications, motions, pleadings, orders, reports and other
     legal papers, and appear on the Committee's behalf in
     proceedings instituted by, against, or involving the
     Debtors, the Committee, or the Chapter 11 cases;

  d. represent the Committee on any potential claim against or
     by third parties;

  e. assist the Committee in investigating and analyzing the
     acts, liabilities, and financial condition of the Debtors,
     the Debtors' assets and business operations, including
     disposition of those assets, and any other matters relevant
     to the Chapter 11 cases and the interests of unsecured
     creditors;

  f. assist the Committee in examining claims filed against the
     Debtors to determine whether any asserted claims are
     objectionable or otherwise improper;

  g. advise the Committee on matters relevant to the case and
     the formulation of a plan;

  h. advise the Committee on any potential sale or other
     disposition of any estate asset;

  i. consult with the Debtors, their representatives, and
     professionals regarding the administration of these cases;
     and

  j. perform all other legal services necessary for and asked by
     the Committee in connection with these cases and the
     Committee's duties.

The Committee proposes that Gardere be paid for its services
based on the firm's standard hourly rates and be reimbursed for
all reasonable out-of-pocket expenses related to work performed
for the Committee.  The hourly rates for the Gardere
professionals are:

       Partners                     $380 to $750
       Associates                   $210 to $445
       Paraprofessionals            $95 to $210

Gardere's primary team who will be tasked to represent the
Committee and their hourly rates are:

       Deirdre B. Ruckman              $625
       Andrew G. Spaniol               $325
       Ben Price                       $240
       Karen Oliver                    $170

Gardere has informed the Committee that given its diverse
practice and client base, it may represent clients in matters
unrelated to these Chapter 11 cases who are or may become
creditors of the Debtors.  However, Gardere gave its assurance
that it will not represent any person or entity in a transaction
with the Debtors that conflicts or may conflict with Gardere's
representation of the Committee.

Accordingly, Gardere assures the Court that it is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors.  Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Gets Court Nod for BMC Group as Claims Agent
-------------------------------------------------------
Opus West Corp. and its affiliates obtained authority from the
Bankruptcy Court to appoint BMC Group as their balloting,
noticing, and claims agent.

BMC Group specializes in noticing, claims processing, and other
administrative tasks in Chapter 11 cases and acted as an official
claims agent in several cases in other judicial districts.

The Opus West Debtors estimate that there will be hundreds of
creditors holding claims against their estates.  Furthermore, the
Debtors note that numerous creditors, former employees, and other
parties-in-interest need to be notified of various matters in
their bankruptcy cases and in particular, the deadline for filing
proofs of claim.  The Debtors assert that it is in their best
interest to hire BMC because the size of their creditor body
makes it impractical for the office of the Clerk of the
Bankruptcy Court to send notices, maintain a claims register, and
tabulate ballots.

The Debtors will treat BMC's fees and expenses as administrative
expenses and those fees will be paid in the ordinary course of
business.

Before the Petition Date, the Debtors paid BMC $50,000, which
will serve as an advance payment retainer to be applied
immediately to BMC's fees and expenses as they are incurred.  The
Debtors note that BMC has agreed to cap its fees, expenses, and
hourly rates for the services it renders to the Debtors for
noticing and claims work at $50,000.  BMC will be compensated at
its stated rates for services rendered related to balloting or
solicitation work and will not be subject to the $50,000 cap.

Tinamarie Feil, the president of client services of BMC, assured
the Court that neither BMC nor any of its personnel have any
relationship with the Debtors that would impair the firm's
ability to serve as claims agent and that BMC is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     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 Greenberg Traurig as Bankruptcy Counsel
-----------------------------------------------------------
Opus West Corp. and its affiliates ask the Bankruptcy Court for
authority to employ Greenberg Traurig LLP as their counsel as of
the Petition Date.

The Debtors aver that because of Greenberg Traurig's extensive
general experience and knowledge in the field of debtor's and
creditor's rights and business reorganizations under Chapter 11
of the Bankruptcy Code, it is well-suited to serve as their main
bankruptcy counsel.  The Debtors add that Greenberg Traurig
maintains an office for the practice of law in Dallas, Texas,
where their Chapter 11 cases are pending.

The professional services that the Debtors expect Greenberg
Traurig to render include, but will not be limited to:

  a. providing legal advice with respect to the Debtors' powers
     and duties as debtors-in-possession in the continued
     operation of their businesses and management of their
     property;

  b. negotiating, drafting, and pursuing all documentation
     necessary;

  c. preparing all applications, motions, answers, orders,
     reports, and other legal papers necessary to the
     administration of the Debtors' estates;

  d. appearing in Court and protecting the interests of the
     Debtors before the Court;

  e. assisting with any disposition of the Debtors' assets, by
     sale or otherwise;

  f. attending all meetings and negotiating with representatives
     of creditors, the United States Trustee, and other parties-
     in-interest;

  g. providing legal advice regarding bankruptcy law, corporate
     law, corporate governance, employment, transactional, tax,
     employment, and other issues in connection with the
     Debtors' ongoing business operations; and

  h. providing all other necessary legal services and advice to
     the Debtors that may be necessary.

The Debtors will pay Greenberg Traurig based on the hourly rate
applicable to the firm's principal attorneys and paralegals:

       Shareholders                   $335 to $1,050
       Of Counsel                     $325 to $900
       Associates                     $200 to $575
       Legal Assistants/Paralegals    $65 to $310

The Greenberg Traurig professionals proposed to represent the
Debtors and their corresponding fees are:

       Clifton R. Jessup, Jr.             $660
       Matthew T. Gensburg                $610
       Bruce H. White                     $600
       William L. Medford                 $500
       Bryan L. Elwood                    $425
       Mugdha S. Kelkar                   $275

Prior to the Petition Date, Greenberg Traurig rendered services
to the Debtors in a variety of practice areas, including workouts
and restructuring, litigation, bankruptcy preparation, and real
estate.  In the one year period prior to the Debtors' bankruptcy
filing, Greenberg Traurig received $1,537,293 for the legal
services and expenses incurred in connection with its engagement
by the Debtors.  As of the Petition Date, Greenberg Traurig had
no outstanding fees and expenses owing on account of prepetition
services.

The Debtors further disclose that before the Petition Date, they
advanced to Greenberg Traurig retainers aggregating $750,000,
which is currently held in the firm's trust account.  In
addition, Greenberg Traurig was paid $100,000 with regard to
future services related to non-debtor Opus West affiliates who
may seek bankruptcy protection at a later date.

Clifton R. Jessup, Jr., Esq., a shareholder at Greenberg Traurig,
assures the Court that to the best of his knowledge, his firm is
a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                     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: U.S. Bank Pleas for Stay Relief to Foreclose
-------------------------------------------------------
U.S. Bank National Association previously extended credit,
amounting to $68,960,000, to Tempe Gateway LLC in connection with
the construction of an office and retail complex in Tempe,
Arizona.

Josiah M. Daniel, Esq., at Vinson & Elkins LLP, in Dallas, Texas,
tells the Court that Tempe Gateway, as borrower, is in default
under the terms of the Loan Agreement.  He notes that Debtor Opus
West Corporation guaranteed Tempe Gateway's obligations under the
Loan Agreement.

Due to Tempe Gateway's defaults, U.S. Bank is entitled to
exercise and has exercised certain remedies, including the right
to appoint a receiver and the right to commence foreclosure, Mr.
Daniel contends.  He tells the Court that the Parties have agreed
that U.S. Bank may exercise its rights under the Loan Documents
to complete any unfinished construction and provide notice to
subcontractors to continue to perform under the terms of
subcontracts.

Because the Subcontracts are currently between subcontractors and
the Debtor, Mr. Daniel asserts that a modification of the
automatic stay is necessary to permit U.S. Bank to provide the
Subcontractors with notice to perform under the Subcontracts on
behalf of U.S. Bank, through a receiver.

In a separate request, U.S. Bank seeks to shorten the 15-day
notice period to seven days or until August 5, 2009.  Mr. Daniel
contends that sufficient cause exists to shorten the notice
period because "it is crucial for the Receiver of the Project
recently appointed in Arizona state court to be able to continue
the relationship with the Subcontractors on the same terms
currently existing."

Preserving the current relationships and curing the amounts owed
to the Subcontractors as soon as possible will permit
construction on the Project to be completed in an expeditious
manner, which in turn will permit eventual sale of the Project to
repay the loans guarantied by Opus West Corporation, Mr. Daniel
points out.

                     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.


PAULA DORF: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Paula Dorf Cosmetics, Inc.
        850 Seventh Avenue, Suite 801
        New York, NY 10019

Bankruptcy Case No.: 09-14867

Chapter 11 Petition Date: August 5, 2009

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

Debtor's Counsel: Randall S. D. Jacobs, Esq.
                  Bienstock & Michael, P.C.
                  250 West 57th Street, Suite 808
                  New York, NY 10107
                  Tel: (212) 247 0848
                  Fax: (212) 525 0133
                  Email: rjacobs@musicesq.com

Total Assets: $1,512,257

Total Debts: $3,874,442

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/nysb09-14867.pdf

The petition was signed by Sandy DeKovnick, CEO of the Company.


PAV LLC: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: PAV, LLC
        3407 Old Federal Hill Road
        Jarrettsville, MD 21084

Bankruptcy Case No.: 09-24357

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Stephen J. Kleeman, Esq.
                  401 Washington Avenue, Suite 800
                  Towson, MD 21204
                  Tel: (410) 494-1220
                  Fax: (410) 494-4606
                  Email: barthelaw@aol.com

Total Assets: $1,201,000

Total Debts: $791,813

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

            http://bankrupt.com/misc/mdb09-24357.pdf

The petition was signed by Darren W. Petty, managing member of the
Company.


PHILADELPHIA NEWSPAPERS: Has New Judge for Bankruptcy Case
----------------------------------------------------------
Christopher K. Hepp at The Philadelphia Inquirer reports that
Judge Stephen Raslavich will take Judge Jean K. FitzSimon's place
in overseeing Philadelphia Newspapers LLC's bankruptcy case.

The Philadelphia Inquirer relates that U.S. Bankruptcy Judge Bruce
I signed the order replacing Judge FitzSimon.  Judge Raslavich's
office cited "medical reasons" for Judge FitzSimon's leaving the
case, The Philadelphia Inquirer says.

Judge Raslavich has served as a judge with the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania since 1993.  He has
an economics degree from the Wharton School of the University of
Pennsylvania and a law degree from Villanova University.  The
Philadelphia Inquirer states that T.H. Properties L.P. is among
Judge Raslavich's current cases.

According to The Philadelphia Inquirer, Judge Raslavich's office
said that his appointment shouldn't cause a delay in a hearing
over Philadelphia Newspapers' plea to be allowed to pay up to
$300,000 in fees to Republic First Bank, as part of a plan to
provide short-term financing to the Company.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PHILADELPHIA NEWSPAPERS: Wants Oct. 30 Extension for Plan
---------------------------------------------------------
Philadelphia Newspapers LLC is asking the Bankruptcy Court to
extend until October 30, 2009, its exclusive period to file a
Chapter 11 plan.  According to Philly News, sources say the
extension request is "precautionary" and a plan will be filed
shortly.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PLUHAR INC: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pluhar, Inc.
           dba G2H Ace Hardware
        8 Anthony Way
        Farmingdale, NJ 07727-3758

Bankruptcy Case No.: 09-30409

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: David E. Shaver, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: dshaver@bnfsbankruptcy.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
12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-30409.pdf

The petition was signed by George Pluhar Jr., president of the
Company.


PARROT-ICE DRINK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Parrot-Ice Drink Products of America Ltd.
        13738 FM 529 Rd
        Houston, TX 77041

Case No.: 09-35740

Type of Business: The Debtor operates a fruit drink manufacturing
                  business.

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers, Esq.
            Rogers, Anderson & Bensey, PLLC
            1415 North Loop West, Suite 1020
            Houston, TX 77008
            Tel: (713) 868-4411
            Fax: (713) 868-4413
            Email: b.m.rogers@att.net

Total Assets: $15,790,641

Total Debts: $5,226,509

The petition was signed by Greg A. Johnson, the Company's
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
Internal Revenue Service  941 taxes              $792,000
PO Box 21126
Philadelphia, PA 19114

AAA Cooper                Goods and services     $38,704
Transportation

Cascade Fruit Marketing   Goods and services     $38,604
Inc.

Interamerican Quality     Goods and services     $36,294
Foods, Inc.

Convermex USA, LP         Goods and services     $32,587

Wright Express            Goods and services     $24,239

Blackwell Plastics, Inc.  Goods and services     $22,500

Direct Energy             Goods and services     $18,574

Corn Products             Goods and services     $16,747
International

Kurzner Attorney          Goods and services     $14,591
& Counselors

Bradford Deane Reynolds   Goods and services     $13,583

R-K Electronics, Inc.     Goods and services     $11,890

W.W. Grainger, Inc.       Goods and services     $11,571

Marston Import Agencies   Goods and services     $11,274
Inc.

International Food        Goods and services     $11,052
Products Corp.

Tecumseh Products         Goods and services     $11,000

BTS Transportation        Goods and services     $10,095

Star Precision            Goods and services     $10,063
Fabricating Limited

Wesco/Carlton-Bates       Goods and services     $10,004

Comptroller of Public     Franchise taxes        $10,000
Accounts


POPULAR LIFE RE: AM Best Downgrades Financial Strength to B (Fair)
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of Popular Life Re (San Juan, Puerto Rico).  The outlook for both
ratings has been revised to negative from stable.  Popular Life Re
is a life reinsurance subsidiary of Popular Inc, a publically
traded bank holding company based in Puerto Rico.

The rating downgrades reflect that the weakening financial
condition of Popular Inc. has pressured the ratings of Popular
Life Re.  In particular, consolidated asset quality has weakened
as nonperforming loans increased significantly during second
quarter 2009, despite higher charge-offs recorded during the same
period.  In addition, capitalization relative to loan quality has
deteriorated because of the previously noted increases in
nonperforming assets and the associated net loss.  A.M. Best
expects that economic stresses experienced in Puerto Rico will
pressure the pace of improvement over the medium term.

Partially offsetting these rating factors are Popular Life Re's
favorable statutory operating earnings in recent years and the
maintenance of solid capitalization ratios.  A.M. Best believes
the operations of Popular Life Re represent an extension of
Popular Inc's well established insurance agency business, which
operates under the brand Popular Insurance.  Popular Life Re
reinsures a portion of credit policies on consumer loans
originated at Banco Popular de Puerto Rico, as well as personal
accident and health policies for several major U.S insurance
carriers.  Premium volume may improve once the local economy
improves and loan origination activity increases.


PROVIDENT ROYALTIES: Committee Taps Gardere Wynne as Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Provident
Royalties, LLC, et al., asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to retain Gardere Wynne
Sewell LLP as its counsel, effective as of July 8, 2009.

As the Committee's counsel, Gardere will:

  a) advise the Committee on its rights, obligations, and powers
     in these cases and as required by Section 1103 of the
     Bankruptcy Code.

  b) appear before the Court and others on the Committee's behalf
     on all matters involving these bankruptcy estates, the
     Committee, or the Chapter 11 cases; and

  c) prepare and file for the Committee all necessary
     applications, motions, pleadings, orders, reports and other
     legal papers, and appearing on the Committee's behalf in
     proceedings instituted by, against, or involving the Debtors,
     the Committee, or these cases.

Gardere will be paid at these hourly rates:

     Partners            $380 to $750
     Associates          $210 to $445
     Paraprofessionals    $95 to $210

Holland N. O'Neill, a partner at Gardere, assures the Court that
the firm neither holds nor represents any interest adverse in
connection with the Debtors' cases.

                     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.


PROVIDENT ROYALTIES: Ch. 11 Trustee Has Patton Boggs as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted Provident Royalties, LLC, et al., permission to employ
Patton Boggs LLP as bankruptcy counsel, nunc pro tunc to the
petition date, through and including July 20, 2009, the date of
the appointment of Dennis L. Roosien, Jr. as Chapter 11 trustee.

Patton Boggs is authorized to maintain its pre-petition retainer
in an amount sufficient to satisfy fees and expenses, incurred by
Patton Boggs from the petition date through the appointment date.

Brent R. McIlwain, Esq., a partner at Patton Boggs, assured the
Court that the firm does not hold or represent any interests
adverse to the Debtors' estates, and that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                     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.


PROVIDENT ROYALTIES: Section 341(a) Meeting Continued to August 19
------------------------------------------------------------------
Pursuant to Section 341(a) of the Bankruptcy Code, the United
States Trustee conducted a meeting of creditors in Provident
Provident Royalties, LLC, et al.'s bankruptcy cases.  The meeting
of creditors is continued to August 19, 2009, at 2:00 p.m.

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.


PROVIDENT ROYALTIES: Schedules Deadline Extended Until August 10
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
extended the deadline for filing Provident Royalties, LLC, et
al.'s schedules and statements until August 10, 2009.

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.


PROVIDENT ROYALTIES: 5-Member Investors' Panel Appointed
--------------------------------------------------------
William T. Neary, United States Trustee for Region 6, appointed
nine persons to serve on the official investors committee in
Provident Royalties, LLC, and its debtor-affiliates' jointly
administered Chapter 11 cases.

The Investors Committee members are:

  a) Paul Haavik
     lindampaulh@msn.com
     Mount Eden Cemetery Association, Inc.
     25087 Eden Avenue
     Hayward, CA 94545
     Tel: (510) 785-5216
     Fax: (510) 782-5394

  b) LuAnne Burke
     lu@nmsu.edu
     Francis M. Burke & Martha L. Burke Living Trust
     P.O. Box 281
     Fairacres, NM 88033
     Tel: (575) 524-3220

  c) Gary Holcombe
     garyh@pathwaybuilders.us
     Gerald & Grace Gordon Trust
     470 Brooks Court
     Southlake, TX 76092-1920
     Tel: (817) 343-9471
     Fax: (817) 796-2566

  d) Daniel Nelson Jr.
     dannyjr88@msn.com
     D.M. Nelson Jr. Trust
     7650 E. Cortez Road
     Scottsdale, AZ 85260
     Tel: (480) 422-6666

  e) Eduardo A. Garcia
     eagarcia61@aol.com
     Garcia Family Trust
     P.O. Box 1735
     San Ramon, CA 94583
     Tel: (415) 309-3000

                     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.


PROVIDENT ROYALTIES: Can Employ Raymond James as Investment Banker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized the Chapter 11 trustee in Provident Royalties, LLC, et
al.'s bankruptcy cases to employ Raymond James & Associates, Inc.
as its investment banker and financial advisor, effective as of
the petition date.

Raymond James will provide the Debtors with general restructuring
and investment banking advice.  Raymond James will also advise the
Debtors in their consideration of a variety of potential business
arrangements or undertakings in connection with their bankruptcy
cases.

Rajinder Singh, a managing director at Raymond James & Associates,
Inc., assured the Court that the firm does not have any interest
adverse to the Debtors with respect to the matters as to which the
firm is to be engaged.

A copy of the Court's July 31 order is available at:

   http://bankrupt.com/misc/provident.rjamesemploymentorder.pdf

                     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.


QUALITY HOME: May Now Send Plan to Creditors for Voting
-------------------------------------------------------
The Hon. Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California approved the disclosure statement,
as amended, to Quality Home Loans' proposed Chapter 11 plan,
saying that the document contained adequate information, according
to Law360.

David Gould, the appointed Chapter 11 trustee for Quality Home
Loans, and the Official Committee of Unsecured Creditors delivered
the first version of the Plan on Dec. 24, 2008.  The Plan
contemplates the liquidation of the Debtor's assets to distribute
cash and proceeds to creditors and interest holders.  The Plan
will be funded by cash on hand as of the effective date and future
cash received by the Debtor.  Under the Plan, general unsecured
creditors will receive a pro rata share of remaining cash on hand
at time that estate representative determines that post-
confirmation estate is fully administered.

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com -- is an equity lender.  The
company and three of its affiliates filed for Chapter 11
protection on August 2007 (Bankr. C.D. Calif. Lead Case No.
07-13006).  Mike D. Neue, Esq., at Irell & Manella, L.L.P.,
represents the Debtors in their restructuring efforts.  Alan J
Friedman, Esq., at Irell & Manella, L.L.P., represents David
Gould, the Chapter 11 Trustee.  The U.S. Trustee for Region 16
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Winston & Strawn LLP represents the Committee.  When
the Debtors filed for protection from their creditors, they listed
asset between $1 million and $100 million, and debts of more than
$100 million.


QUIKSILVER INC: Financing Deals Won't Affect Moody's 'B3' Rating
----------------------------------------------------------------
Moody's Investors Service said Quiksilver Inc.'s announcement that
it has entered into a series of financing transactions does not
have an immediate impact on the company's B3 Corporate Family
Rating.

Moody's last rating action on Quiksilver, Inc., was on January 15,
2009 when the company's Corporate Family Rating was lowered to B3
from B2 and a negative rating outlook was assigned.

Quiksilver, Inc., is a diversified designer and distributor of
branded apparel, footwear, accessories, and related products under
brands including Quiksilver, Roxy, and DC.  The company generates
annual net revenue of about $2.1 billion.


RAINBOWS UNITED: Names Hale Ritchie as Chief Restructuring Officer
------------------------------------------------------------------
Josh Heck at Wichita Business Journal reports that Rainbows United
Inc. has appointed retired Wichita businessman Hale Ritchie as its
chief restructuring officer, effective Monday.

According to Business Journal, Mr. Ritchie will report directly to
the board of directors.  Mr. Ritchie, Business Journal says, will
manage Rainbows United's reorganization plan that was submitted
last week in the U.S. Bankruptcy Court and supervise efforts to
increase organizational efficiency and long-term financial
viability.

Steve Cox, chairperson of Rainbows United's board, said in a
statement, "Hale is someone who is familiar with Rainbows' mission
and the children and families we serve.  The board of directors
quickly recognized that Hale would come to Rainbows with the
business acumen needed to guide us through the coming months, as
well as the vision to position Rainbows for long-term organization
health."

Mr. Ritchie and his wife, Janie, served on the Rainbows United's
board during various tenures from the early 1980s through the
early 1990s.  Mr. Ritchie is well known from his many years as
chairman and CEO of Ritchie Corp.

Business Journal says that Rainbows United's chief operating
officer, Deb Voth, will continue to manage day-to-day operations
for the Company.

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: SEC Balks at Dismissal of Private Suit vs. Collins
-------------------------------------------------------------
According to Joshua Gallu at Bloomberg News, the U.S. Securities
and Exchange Commission said in a brief filed at the U.S. Court of
Appeals for the Second Circuit in New York that U.S. District
Judge Gerard Lynch's decision to dismiss investor claims to recoup
losses from Joseph Collins, former lawyer of Refco Inc., would let
a person "shield himself from liability" by promoting fraud using
another person or anonymously."  Refco concealed trading losses
for almost a decade prior to its collapse by secretly transferring
them to a holding company owned by CEO Phillip Bennett.

Prosecutors, according to Bloomberg, said Mr. Collins knew of the
scheme and drafted legal documents that helped the CEO deceive
investors.  Refco shareholders that include RH Capital Associates
LLC and Pacifict Investment Management CO. sought to add Mr.
Collins and his law firm to their suit against Mr. Bennett.

Judge Lynch, however, dismissed the suit against Mr. Collins
saying a 1998 Supreme Court ruling required that a false statement
be publicly attributed to an individual before the person is
deemed to play a "primary" role and be subject to private
lawsuits.

The SEC disagrees, saying an individual who creates a misstatement
to hide the fraud also is a "primary violator."  "You shouldn't
require express attribution" for private lawsuits, Bloomberg
quoted as saying Salvatore Graziano, Esq., at Bernstein Litowitz
Berger & Grossman LLP, in New York, representing the investors.
"If you do that, all it's only going to do is let a number of
wrongdoers get away with securities fraud."

                         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)


RENATO CALUGCUGAN: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Renato L. Calugcugan
        11429 Kokopeli Pl
        Chatsworth, CA 91311

Bankruptcy Case No.: 09-19929

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Michael J. Jaurigue, Esq.
                  Law Offices of Michael J. Jaurigue
                  411 N Central Ave, Suite 310
                  Glendale, CA 91203
                  Tel: (818) 432-3220

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

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

A full-text copy of Mr. Calugcugan's petition, including a list of
his 9 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-19929.pdf

The petition was signed by Mr. Calugcugan.


RENT-A-CENTER INC: S&P Gives Positive Outlook; Keeps 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Rent-A-Center Inc. to positive from negative, and affirmed the
company's 'BB' corporate credit and 'BB+' senior debt ratings.
S&P also withdrew S&P's 'B+' issue-level and '6' recovery ratings
on the company's $300 million senior subordinated notes due May
2010, after the early redemption of the issue.

"The outlook revision to positive reflects Rent-A-Center's
improved credit measures, primarily resulting from strong
operating cash flow and management's more conservative financial
policy," said Standard & Poor's credit analyst Jerry Phelan, "as
demonstrated by significant debt repayment, reduced share
buybacks, expectations for moderate store expansion, and
controlled financial services rollout."  Total debt at June 30,
2009, pro forma for the July 2009 subordinated debt redemption,
was about $710 million.


RG GLOBAL: March 31 Balance Sheet Upside-Down by $2.8 Million
-------------------------------------------------------------
RG Global Lifestyles Inc.'s balance sheet at March 31, 2009,
showed total assets of $1,238,925 and total liabilities of
$4,081,501, resulting in a stockholders' deficit of $2,842,576.

For the year ended March 31, 2009, the Company posted a net loss
of $11,004,321 compared with a net loss of $3,844,562 for the same
period in 2008.

As of March 31, 2009, the Company had cash and cash equivalents of
$3,007, and liabilities outstanding of $4,081,501.  The Company
related that its existing sources of liquidity, along with cash
expected to be generated from product sales and construction
contracts and cash generated from the issuance of debt and equity
securities, will be sufficient to fund its operations, anticipated
capital expenditures, working capital and other financing
requirements through second quarter of fiscal 2010.

The Company added that if, after utilizing the existing sources of
capital available to the Company, further capital needs are
identified and the Company is not successful in obtaining the
financing, it may be forced to curtail its existing or planned
future operations.

                        Going Concern Doubt

On July 31, 2009, McKennon Wilson & Morgan LLP in Irvine,
California raised substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
results for the year ended March 31, 2009.  Th auditor noted the
Company's incurred losses, used cash in operating activities and
its significant working-capital deficit.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?40c4

                         About RG Global

Based in Rancho Santa Margarita, California, RG Global Lifestyles
Inc. (OTC BB: RGBL) -- http://www.rgglife.com/-- develops and
markets water purification and wastewater treatment products and
technologies as well as bottled beverages.  Its Catalyx Fluid
Solutions division focuses on the sale and lease of its Catalyx(R)
proprietary wastewater treatment technology for energy production
and industrial applications.  RG's OC Energy(TM) subsidiary
manufactures and distributes bottled energy drinks and oxygenated
water under the OC Energy brand.  The Aquair(TM) subsidiary is the
exclusive distributor of licensed atmospheric water generators
that produce purified water from air.


RONALD WILDMAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ronald B. Wildman
        4747 Bonnie Branch Road
        Columbia, MD 21043

Bankruptcy Case No.: 09-24355

Chapter 11 Petition Date: August 4, 2009

Debtor-affiliates filing separate Chapter 11 petitions March 17,
2009:

        Entity                                     Case No.
        ------                                     --------
Hawks Watch LLC                                    09-14492
Penn Shop, LLC                                     09-14469

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Karen H. Moore, Esq.
                  Davis, Agnor, Rapaport & Skalny, LLC
                  10211 Wincopin Circle, 6th Floor
                  Columbia, MD 21044
                  Tel: (410) 309-0505
                  Email: kmoore@darslaw.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 Mr. Wildman.


RYLAND GROUP: Continues String of Losses; Has $73.6MM Q2 Net Loss
-----------------------------------------------------------------
The Ryland Group Inc. said net loss for the three months ended
June 30, 2009, narrowed to $73.6 million from $241.6 million for
the same period a year ago.  Ryland also reported lower net loss
at $149.0 million for the six months ended June 30, 2009, from
$270.9 million for the same period a year ago.

Ryland had $1.75 billion in total assets; and $1.14 billion in
total liabilities at June 30, 2009.  Cash, cash equivalents and
marketable securities totaled $712.9 million as of June 30, 2009.

As of March 31, 2009, the Company had $1.65 billion in total
assets and $994.8 million in total liabilities.

During the first six months of 2009, the Company experienced a
decline in sales orders for new homes, compared to the same period
in 2008.  The decrease was due to broader market trends and
economic conditions that contributed to soft demand for
residential housing, as well as to a lower number of active
communities.  Nearly all markets have been affected by rising
unemployment, lower consumer sentiment and declining home prices.

At June 30, 2009, the Company's backlog of orders for new homes
totaled 2,482 units, or a projected dollar value of
$607.6 million, reflecting a 36.4 percent decrease in dollar value
from $955.8 million at June 30, 2008.  Recent activity by the
federal government designed to stimulate the economy, combined
with higher affordability resulting from lower home prices and
interest rates, has improved demand during the second quarter of
2009 as measured by sales per active community, but the Company is
unable to predict whether this trend is sustainable.

By using initiatives to lower construction and overhead costs, the
Company will balance cash preservation with the objective of
returning to profitability.  In addition, it will seek to replace
communities that are closing out with new land parcels designed to
generate higher target margins.  As long as an imbalance of
housing supply and demand continues, the Company will remain
focused on its liquidity and balance sheet while also seeking to
optimize its operating performance and positioning itself for a
return to a more favorable economic environment.

The Company has engaged PIMCO to invest roughly $400.0 million of
its cash in short-term, highly rated securities.

During the second quarter of 2009, the Company terminated its
$200.0 million revolving credit facility.  The Company believes it
does not need the credit facility to meet its liquidity
requirements at this time and that it will be able to fund its
homebuilding operations through its existing cash resources for
the foreseeable future.

During the second quarter of 2009, the Company issued
$230.0 million of 8.4% senior notes due May 2017.  During the
second quarter of 2009, the Company repurchased $55.1 million of
its senior notes for $52.3 million in cash in the open market.
The Company recognized a net gain of $2.5 million related to the
debt repurchases.

The Company entered into privately negotiated agreements with a
holder of its 5.4% senior notes due January 2015, pursuant to
which the Company agreed to exchange shares of its common stock,
par value $1.00 per share, for the Notes.  During the second
quarter of 2009, the Company issued an aggregate of 729,000 shares
of its Common Stock in exchange for $15.5 million in aggregate
principal amount of the Notes.  The Company recognized a net gain
of $118,000 related to these debt exchanges.

A full-text copy of Ryland's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?40d7

                       About Ryland Group

Based in Calabasas, California, The Ryland Group Inc. (NYSE: RYL)
-- http://www.ryland.com/-- is one of the nation's largest
homebuilders and a leading mortgage-finance company.  Since its
founding in 1967, Ryland has built more than 285,000 homes and
financed more than 240,000 mortgages.  The Company currently
operates in 15 states and 19 homebuilding divisions across the
country and is listed on the New York Stock Exchange under the
symbol "RYL."

                          *     *     *

As reported by the Troubled Company Reporter on June 17, 2009,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured note ratings on The Ryland Group Inc.
The outlook remains negative.  S&P's '4' recovery rating on the
company's senior unsecured notes remains unchanged, indicating
S&P's expectation for average recovery (30%-50%) in the event of a
payment default.

In May 2009, Fitch Ratings has assigned a 'BB' rating to the 2017
Notes.  The Rating Outlook is Negative.  Fitch said the issue will
be ranked on a pari passu basis with all other senior unsecured
debt, including RYL's $200 million unsecured bank credit facility.
The approximately $225.4 million in proceeds will be used for
general corporate purposes.

Moody's Investors Service also assigned a Ba3 rating to the 2017
Notes.  Moody's also affirmed the company's existing ratings,
including its corporate family rating and probability of default
rating at Ba3, and the ratings on its various issues of senior
unsecured notes at Ba3.  Ryland's speculative grade liquidity
rating was raised to SGL-2 from SGL-3.  The rating outlook remains
negative.


RYLAND GROUP: Names van Schoonenberg to Board of Directors
----------------------------------------------------------
The Ryland Group, Inc., said Robert G. van Schoonenberg has been
elected to its board of directors.

Mr. van Schoonenberg is currently chairman and chief executive
officer of BayPoint Capital Partners, LLC, a private equity and
advisory firm in Newport Beach, California.  Previously, he was
executive vice president, general counsel and secretary of Avery
Dennison Corporation, a Los Angeles based NYSE Fortune 500
manufacturer of pressure-sensitive industrial labeling materials,
office products and retail tag and branding systems.  Mr. van
Schoonenberg currently serves on the board of directors of
Guidance Software, Inc., Altair Nanotechnologies, Inc. and
Premiere Entertainment, LLC.

                       About Ryland Group

Based in Calabasas, California, The Ryland Group Inc. (NYSE: RYL)
-- http://www.ryland.com/-- is one of the nation's largest
homebuilders and a leading mortgage-finance company.  Since its
founding in 1967, Ryland has built more than 285,000 homes and
financed more than 240,000 mortgages.  The Company currently
operates in 15 states and 19 homebuilding divisions across the
country and is listed on the New York Stock Exchange under the
symbol "RYL."

                          *     *     *

As reported by the Troubled Company Reporter on June 17, 2009,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured note ratings on The Ryland Group Inc.
The outlook remains negative.  S&P's '4' recovery rating on the
company's senior unsecured notes remains unchanged, indicating
S&P's expectation for average recovery (30%-50%) in the event of a
payment default.

In May 2009, Fitch Ratings has assigned a 'BB' rating to the 2017
Notes.  The Rating Outlook is Negative.  Fitch said the issue will
be ranked on a pari passu basis with all other senior unsecured
debt, including RYL's $200 million unsecured bank credit facility.
The approximately $225.4 million in proceeds will be used for
general corporate purposes.

Moody's Investors Service also assigned a Ba3 rating to the 2017
Notes.  Moody's also affirmed the company's existing ratings,
including its corporate family rating and probability of default
rating at Ba3, and the ratings on its various issues of senior
unsecured notes at Ba3.  Ryland's speculative grade liquidity
rating was raised to SGL-2 from SGL-3.  The rating outlook remains
negative.


SAXBYS COFFEE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Saxbys Coffee Worldwide, LLC
        730 East Elm Street
        Conshohocken, PA 19428

Bankruptcy Case No.: 09-15898

Chapter 11 Petition Date: August 5, 2009

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

Debtor's Counsel: Paul J. Winterhalter, Esq.
                  Law Offices of Paul J Winterhalter, P.C.
                  1717 Arch Street, Suite 4110
                  Philadelphia, PA 19103
                  Tel: (215) 564-4119
                  Fax: (215) 564-5597
                  Email: pwinterhalter@pjw-law.com

Estimated Assets: $0 to $50,000

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 Kevin Meakim, managing member of the
Company.


SENDTEC INC: PHIDS Acquires Co.; Name Changed to Acquirgy
---------------------------------------------------------
Michael Hinman at Tampa Bay Business Journal reports that PHIDS
Inc. has acquired SendTec Inc., after securing the approval of
U.S. Bankruptcy Court for the Middle District of Florida.

As reported by the Troubled Company Reporter on June 18, 2009,
PHIDS was formed on June 10, 2009, specifically to acquire
SendTec.  PHIDS would acquire SendTec's assets for $900,000 in
cash, the best offer SendTec said it had.  Under the purchase
agreement with PHIDS, SendTec would change its name, even in
bankruptcy papers, so that PHIDS could continue the Company under
that brand if it chooses.

According to Business Journal, an amended Chapter 11 plan filed by
SendTec on Tuesday states that PHIDS paid about $3.35 million,
which included $2.7 million in cash and a $500,000 promissory
note.  Cross Atlantic Capital Partners and Internet Capital Group
provided funding for the purchase.  Business Journal states that
the Court approved the sale on July 30, with $2.8 million being
applied to SendTec's creditors, which are owed $17.4 million.

PHIDS said in a statement that the newly combined companies will
take on the new name Acquirgy Inc. and will remain based in St.
Petersburg with an office in New York.

Business Journal relates that these SendTec executives will be
moving to Acquirgy:

     -- CEO Paul Soltoff,

     -- managing director Steven Morvay,

     -- chief financial officer Donald Gould Jr.,

     -- executive vice president of business development Irv
        Brechner, and

     -- executive vice president of production services Harry
        Greene.

The executives will retain their titles and position as part of
Acquirgy, Business Journal says, citing company spokesperson
Caroline Sherman.

Based in St. Petersburg, Florida, SendTec, Inc., is a customer
acquisition ad agency with expertise in multi-channel integrated
direct marketing.

The Company filed for Chapter 11 bankruptcy protection on June 15,
2009 (Bankr. M.D. Fla. Case No. 09-12519).  John D. Goldsmith,
Esq., at Trenam, Kemker, Scharf, et al, assists the Company in its
restructuring efforts.  The Company listed $3,708,396 in assets
and $17,363,732 in debts.


SONGMOO SHIM: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Songmoo Shim
                 aka Sam Shim
               Junghee Shim
                 aka Ann Shim
               2815 Water Bank Cove
               Austin, TX 78746

Bankruptcy Case No.: 09-12181

Chapter 11 Petition Date: August 4, 2009

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

Debtors' Counsel: B. Weldon Ponder Jr., Esq.
                  Building 3, Suite 200
                  4601 Spicewood Springs Rd
                  Austin, TX 78759-7841
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444
                  Email: welpon@austin.rr.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 11 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/txwb09-12181.pdf

The petition was signed by the Joint Debtors.


SOUTHEAST WAFFLES: Files Objections to Plans of Waffle House, MNM
-----------------------------------------------------------------
NashvillePost.com reports that SouthEast Waffles LLC and the
committee of unsecured creditors have filed objections to the
reorganization plans of Waffle House Inc. and Maria Tangredi's MNM
Waffles LLC in the U.S. Bankruptcy Court for the Middle District
of Tennessee.

On July 6, 2009, Waffle House, Inc., the Norcross, Georgia-based
franchisor, filed a proposed plan of reorganization under which
all of SouthEast's assets and operations would be sold to an
affiliate of Waffle House.  Waffle House offered $21.4 million for
the assets of its franchisee, SouthEast Waffles, over the course
of 10 years, with unsecured creditors getting back 25% to 38%
percent of their claims.

Two weeks later, SouthEast Waffles filed its own plan.  The Plan
proposes a sale of substantially all SouthEast's assets and
operations to an affiliate of Gaylord Sports Management LLC in
exchange for cash and principal payments over time totaling more
than $20 million.

NashvillePost.com relates that a third entity MNM Waffles, in a
reorganization plan it submitted for SouthEast Waffles, proposed
that a company, to be called MNM Waffles LLC, would pay at least
$24.7 million for the chain of diners -- $3 million at closing and
the rest in the next six to 10 years.

According to NashvillePost.com, SouthEast Waffles and the
Committee said that a bid by MNM Waffles LLC to take over the
Debtor's assets shouldn't be allowed to proceed.

"Based on currently known information, the Debtor does not believe
MNM Waffles has standing to file a plan of reorganization in this
case, and MNM Waffles is not currently represented by counsel.
For these reasons, the Debtor does not believe that MNM should be
allowed to move forward with its plan of reorganization,"
NashvillePost.com quoted attorney Glenn Rose at Harwell Howard
Hyne Gabbert & Manner, SouthEast Waffles' lawyer, as saying.

The Committee, according to NashvillePost.com, said, "The attorney
[John Roberts] whose name appears on the MNM disclosure statement
has disavowed giving MNM permission to sign his name to that
document.  The financial adviser whose name appears on the MNM
disclosure statement also disavows giving permission" to put his
signature on it.  "The committee considers the MNM plan to not be
feasible and believes that the filing of the MNM plan and
disclosure statement should not impact the progression of this
case," the report quoted the committee as saying.

NashvillePost.com relates that in a reorganization plan SouthEast
Waffles filed with an affiliate of Gaylord Sports Management,
Gaylord's team offered a minimum of $20.2 million for the
Company's assets, with $4.8 million coming up front and the
remainder paid out over time.  According to the report, unsecured
creditors would get up to 45 percent of their claims.

NashvillePost.com relates that a hearing on the competing
reorganization and buyout bids of Waffle House Inc., SouthEast
Waffles, and MNM Waffles is set for August 11.

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates
restaurants.  The Company filed for Chapter 11 protection on
August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara
Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose,
Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert &
Manner represent the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets and debt of between $10 million and $50 million each.


SPORTSMAN'S WAREHOUSE: To Emerge From Bankruptcy Mid-August
-----------------------------------------------------------
The Times-News reports that Sportsman's Warehouse Inc. will exit
Chapter 11 bankruptcy by August 15, after the U.S. Bankruptcy
Court for the District of Delaware approved the Company's
reorganization plan, which includes a cash injection by an
affiliate of Seidler Equity Partners.

According to The Times-News, Sportsman's Warehouse liquidated more
than half of its retail stores and replaced its CEO, Stuart
Utgaard.  Mr. Utgaard was the Company's founder.

The Times-News relates that the reorganized company will be led by
new CEO John Schaefer, who was:

     -- Team Express' former CEO,
     -- Cornerstone Brands' former CEO, and
     -- Eastbay's former chief operating officer.

"There haven't been any changes yet.  But I suppose if they are
planning something, we will find out when the new CEO comes into
office," The Times-News quoted John Howard, manager of Sportsman's
Warehouse in Twin Falls, as saying.  The reorganization has had
little impact on the Twin Falls retail store, the report says,
citing Mr. Howard.

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.


SPRINT NEXTEL: Compensation Panel Resets Incentive Plan Metrics
---------------------------------------------------------------
Sprint Nextel Corporation relates that on August 3, 2009, the
Compensation Committee of its Board of Directors changed the
specified performance metrics of the 2009 Short-Term Incentive
Plan for officers and other eligible employees for the second half
of the year:

     -- adjusted operating income before depreciation and
        Amortization is now weighted at 30%; and

     -- post-paid net additions is now weighted at 40%.

The weightings of post-paid wireless churn and calls from
subscribers to customer care representatives remain at 20% and
10%, respectively.

In January 2009, Sprint Nextel reported that the Compensation
Committee established the performance objectives and other terms
of the Company's 2009 STI Plan.

                        About Sprint Nextel

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

All three rating agencies rate Sprint's senior unsecured debt
below investment grade.  On May 1, 2008, Standard & Poor's lowered
Sprint's rating to BB.  On April 3, 2009, they changed Sprint's
outlook to negative from stable.  On December 10, 2008, Moody's
Investors Service lowered Sprint's rating to Ba2.  At the same
time, they raised Sprint's amended bank credit facility rating to
Baa2.  They rate Sprint's outlook as negative.  On February 19,
2009, Fitch Ratings lowered Sprint's rating to BB.  They rate
Sprint's outlook as negative.


SPRINT NEXTEL: Files Form 10-Q Report for June 30 Quarter
---------------------------------------------------------
Sprint Nextel Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the three months
ended June 30, 2009.

As reported by the Troubled Company Reporter on July 31, 2009,
Sprint Nextel reported second quarter 2009 financial results that
included consolidated net operating revenues of $8.1 billion, a
net loss of $384 million, and a diluted loss per share of 13
cents.  The Company generated Free Cash Flow of $676 million in
the quarter and $1.5 billion in the first half of 2009.

As of June 30, 2009, Sprint had $55.8 billion in total assets and
$37.1 billion in total liabilities.  As of June 30, the Company
had $4.6 billion of cash and cash equivalents and $1.5 billion of
borrowing capacity available under its revolving bank credit
facility, for a total liquidity of $6.1 billion.

On July 27, 2009, Sprint entered into a definitive agreement to
acquire Virgin Mobile USA.  Under the terms of the agreement,
Sprint expects to issue between 81.4 million and 104.7 million
shares of its common stock for all VMU common and preferred stock,
excluding shares currently owned by Sprint.  In addition, Sprint
will retire all of VMU's outstanding debt at the time of closing,
which at March 31, 2009, was $248 million net of cash and cash
equivalents.  Sprint also will make other payments, which may be
in cash or Sprint's common stock at Sprint's option, valued at
approximately $63 million, related to the transaction.  Pending
VMU shareholder and regulatory approval, the transaction is
expected to close in the fourth quarter 2009 or in early 2010.

The terms and conditions of Sprint's revolving bank credit
facility require the ratio of total indebtedness to trailing four
quarters earnings before interest, taxes, depreciation and
amortization and certain other non-recurring charges (adjusted
EBITDA) to be no more than 4.25 to 1.0.  As of June 30, 2009, the
ratio was 3.1 to 1.0 as compared to 3.0 to 1.0 as of December 31,
2008.

Under the revolving bank credit facility, Sprint is currently
restricted from paying cash dividends unless its ratio of total
indebtedness to adjusted EBITDA is less than 2.5 to 1.0.  The
terms of the revolving bank credit facility provide for an
interest rate equal to LIBOR, plus a margin of between 2.50% and
3.00%, depending on Sprint's debt ratings.  Certain of Sprint's
domestic subsidiaries have guaranteed the revolving bank credit
facility.

A full-text copy of Sprint's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?40e0

Subsequent to Sprint's announcement of its results for the second
quarter of 2009, the Company received questions on its adjusted
earnings per share for the second quarter of 2009, which was not
provided in the earnings release.  Sprint provided the computation
of adjusted earnings per share.  A full-text copy of Sprint's
Regulation FD Disclosure is available at no charge at:

                http://ResearchArchives.com/t/s?40e1

                        About Sprint Nextel

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

All three rating agencies rate Sprint's senior unsecured debt
below investment grade.  On May 1, 2008, Standard & Poor's lowered
Sprint's rating to BB.  On April 3, 2009, they changed Sprint's
outlook to negative from stable.  On December 10, 2008, Moody's
Investors Service lowered Sprint's rating to Ba2.  At the same
time, they raised Sprint's amended bank credit facility rating to
Baa2.  They rate Sprint's outlook as negative.  On February 19,
2009, Fitch Ratings lowered Sprint's rating to BB.  They rate
Sprint's outlook as negative.


STANLEY CURTIS STROM: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Joint Debtors: Stanley Curtis Strom
               Brenda Lynn Strom
               2531 E. Libra Street
               Gilbert, AZ 85234

Bankruptcy Case No.: 09-18551

Chapter 11 Petition Date: August 5, 2009

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

Judge: Sarah Sharer Curley

Debtors' Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

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.


STAR VALE MOBILE: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Star Vale Mobile Home Park, LLC
        HC 5 Box 49-15
        Payson, AZ 85541

Bankruptcy Case No.: 09-18497

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: Warren J. Stapleton, Esq.
                  Osborn Maledon
                  2929 N. Central Avenue, Suite 2100
                  PHOENIX, AZ 85012
                  Tel: (602) 640-9354
                  Fax: (602) 640-2088
                  Email: wstapleton@omlaw.com

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

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

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

             http://bankrupt.com/misc/azb09-18497.pdf

The petition was signed by Arthur Ray Lyons, manager of the
Company.


STAR VALE RIM: Case Summary & 1 Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Star Vale Rim Country Enterprises, LLC
        HC 5 Box 49-15
        Payson, AZ 85541

Bankruptcy Case No.: 09-18507

Chapter 11 Petition Date: August 4, 2009

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

Debtor's Counsel: Warren J. Stapleton, Esq.
                  Osborn Maledon
                  2929 N. Central Avenue, Suite 2100
                  PHOENIX, AZ 85012
                  Tel: (602) 640-9354
                  Fax: (602) 640-2088
                  Email: wstapleton@omlaw.com

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

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

The Debtor identified Kyle Parker and Lanette Parker with a claim
for $3,600,000 as its largest unsecured creditor. A full-text copy
of the Debtor's petition, including a list of its largest
unsecured creditor, is available for free at:

             http://bankrupt.com/misc/azb09-18507.pdf

The petition was signed by Arthur Ray Lyons, manager of the
Company.


STATION CASINOS: Decides to Reject Project V Office Lease
---------------------------------------------------------
Station Casinos Inc. and its affiliates seek the Court's authority
for Station Casinos, Inc., to reject an unexpired Lease by and
between Charleston Pavilion, LLC, as Landlord, and SCI, as tenant,
with respect to approximately 25,530 rentable square feet of floor
area located on the third floor of an office building located at
10801 West Charleston, Las Vegas, Nevada 89135, the Project V
Office Lease.

The Project V Office Lease was entered into by SCI and Charleston
Pavillion on or about July 6, 2007.  The initial term of the
lease commenced on October 1, 2007, and expires on September 30,
2012, with an option to extend the lease for an additional five-
year term.  Over the initial term of the Project V Office Lease,
the stated minimum rent ranged from $70,207 to $76,717 per month.
A security deposit of $70,207 was paid by SCI to Charleston
Pavillion upon execution of the Project V Office Lease.  The
premises were used by SCI as a project development office for the
development of a new gaming enterprise in Las Vegas, Nevada.  SCI
occupied the Project V Office Premises until May 2008, when, due
to the downturn in the United States economy, SCI halted the
development of Project V indefinitely and vacated the Project V
Office Premises. SCI subsequently subleased the premises to a
third party in October 2008.  The third party vacated the
premises on March 14, 2009.

SCI has elected to reject the Project V Office Lease under
Section 365(a) of the Bankruptcy Code because the Project V
Office Lease has no operational value and is not necessary to its
reorganization.  Accordingly, SCI adds, preservation of the
Project V Office Lease could result in an administrative expense
with no commensurate benefit to SCI's estate.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Gets Court Nod to Hire KCC as Claims Agent
-----------------------------------------------------------
Station Casinos Inc. and its affiliates sought and obtained from
the Court an order authorizing them to employ Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent in
their Chapter 11 cases.

KCC will perform the services outlined in the "Guidelines For A
Claims Agent" issued by the United States Bankruptcy Court for
the District of Nevada and subject to certain agreement for
services, dated February 6, 2009.

Specifically, KCC will provide all the noticing, claims
processing and balloting administration enumerated in the Claims
Agent Guidelines, including:

  (a) Preparing and serving required notices in the Chapter 11
      cases, including:

        -- notice of the commencement of the Chapter 11 cases
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

        -- a notice of the claims bar date;

        -- notices of objections to claims and objections to
           transfers of claims;

        -- notices of hearings on motions filed by the Office
           of the United States Trustee for the District of
           Nevada;

        -- notices of transfers of claims;

        -- notices of any hearings on a disclosure statement
           and confirmation of the Debtors' plan or plans of
           reorganization; and

        -- other miscellaneous notices as the Debtors or Court
           may deem necessary or appropriate for an orderly
           administration of the Cases.

  (b) Within seven days after the mailing of a particular
      notice, filing with the Court a copy of the notice served
      with a certificate of service attached indicating the name
      and complete address of each party served.

  (c) Receiving, examining, and maintaining copies of all proofs
      of claim and proofs of interest filed in the Cases.

  (d) Maintaining official claims registers in the Cases by
      docketing all proofs of claims and proofs of interest
      in a claims database that includes these information for
      each claim or interest asserted:

        -- the name and address of the claimant or interest
           holder and its agent if the proof of claim or proof
           of interest was filed by the agent;

        -- the date the proof of claim or proof of interest was
           received by KCC or the Court;

        -- the claim number assigned to the proof of claim or
           proof of interest;

        -- the asserted amount and classification of the claim;
           and

        -- the applicable Debtor against which the claim or
           interest is asserted.

  (e) Recording all transfers of claims pursuant to Rule 3001(e)
      of the Federal Rules of Bankruptcy Procedures.

  (f) Revising the creditor matrix after the objection period
      expires.

  (g) Recording any order entered by the Court which affect a
      claim by making a notation on the claims register.

  (h) Monitoring the Court's docket for any claims related
      pleading filed and making necessary notations on the
      claims register.

  (i) Maintaining a separate claims register for each Debtor.

  (j) Filing a quarterly updated claims register with the Court
      in alphabetical and numerical order.  If there was no
      claims activity, a certification of no claim may be filed.

  (k) Maintaining an up-to-date mailing list of all creditors
      and all entities who have proofs of claim or proofs of
      interest or request for notices in the case and providing
      the list to the Court or any interested party upon
      request, within 48 hours.

  (l) Providing access to the public for examination of claims
      and the claims register at no charge.

  (m) Forwarding all claims, an updated claims register and
      updated mailing list to the Court within 10 days of entry
      of an order converting a case or within 30 days of entry
      of a final decree.

  (n) Implementing necessary security measures to ensure the
      completeness and integrity of the claims registers.

  (o) Complying with the applicable federal, state, municipal,
      and local statutes, ordinances, rules, regulations, orders
      and other requirements.

  (p) Providing temporary employees to process claims as
      necessary.

  (q) Promptly complying with further conditions and
      requirements as the Clerk's Court or the Court may at any
      time prescribe.

  (r) Providing other claims processing, noticing, and
      administrative services as may be requested from time to
      time by the Debtors.

In addition, KCC will assist with (a) maintaining and updating
the master mailing list of creditors; (b) gathering data in
conjunction with the preparation of the Debtors' scheduled of
assets and liabilities and statements of financial affairs; (c)
tracking and administration of claims; and (d) performing other
administrative tasks pertaining to the administration of the
Cases as may be requested by the Debtors' or the Clerk's Office.
KCC will follow the notice and claim procedures that conform to
the Claims Agent Guidelines and other guidelines that may be
prescribed by the Court.  KCC also has agreed to provide noticing
services in the Cases to the United States Trustee.

KCC's hourly rates are:

  Consulting Services                  Hourly Rate
  -------------------                  -----------
  Clerical                               $45 - $65
  Project Specialist                    $80 - $140
  Consultant                           $165 - $245
  Senior Consultant                    $255 - $275
  Senior Managing Consultant           $295 - $325
  Technology/Programming Consultant    $145 - $195

KCC's services will be paid for the Debtors' estates as provided
in Section 156(c) of the Judiciary and Judicial Procedures and
Section 503(b)(1)(A) of the Bankruptcy Code.

The fees and expenses of KCC incurred pursuant to the Services
Agreement will be an administrative expense of the Debtors'
estates, pursuant to Section 503(b)(1)(A).

Michael Frishberg, vice president of Corporate Restructuring
Services for KCC, relates that although the Debtors do not
propose to retain KCC under Section 327, KCC has conducted a
conflicts analysis.  Mr. Frishberg accordingly assures the Court
that KCC does not hold nor represent an interest materially
adverse to the Debtors' estates nor has a material connection to
the Debtors, their creditors or their related parties with
respect to any matter for which KCC will be employed.  Mr.
Frishberg adds that KCC may have relationships with certain of
the Debtors' creditors as vendors or in connection with cases in
which KCC serves or has served in a neutral capacity as claims
and noticing agent for another debtor.  KCC also represent, among
others, that:

  (a) it will not consider itself employed by the United States
      government and will not seek any compensation for the U.S.
      government in its capacity as Agent;

  (b) by accepting employment in the Debtors' Cases, KCC waives
      any right to receive compensation from the U.S.
      government;

  (c) in its capacity as Agent, KCC will not be an agent of the
      United States and will not act on behalf of the United
      States; and

  (d) KCC will not employ any past or present employees of the
      Debtors in connection with its work as Agent.

A full-text copy of KCC's Service Agreement is available for free
at http://bankrupt.com/misc/SC_KCCServAgreement.pdf

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Proposes Procedures for Reclamation Claims
-----------------------------------------------------------
In the ordinary course of Station Casinos Inc. and its affiliates'
business, numerous vendors provide the Debtors with goods that
will be essential to the sustained operations of the Debtors both
in the short term and during the reorganization period.  Although
the Debtors have not yet received any Uniform Commercial Code
Article 2-702 demands, they anticipate receiving the demands as
their bankruptcy cases progress.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
Los Angeles, California, asserts that it is critical for the
Debtors to establish uniform procedures to evaluate valid
reclamation claims to avoid costly and distracting litigation in
the critical period immediately after the Petition Date and
ensure the delivery of Goods during any evaluation.

By this Motion, the Debtors seek the Court's permission to
establish procedures for reconciling valid reclamation claims,
and pay certain prepetition claims of suppliers and vendors of
goods entitled to administrative priority pursuant to Sections
503(b)(9) and 507(a)(2) of the Bankruptcy Code.

The Debtors also ask the Court to prohibit third parties from
interfering with delivery of the Debtors' goods.

                 Proposed Reclamation Procedures

The Debtors propose that:

  (a) Any seller of Goods asserting a claim for reclamation must
      satisfy all requirements entitling it to have a right of
      reclamation under Section 546 and must send the
      Reclamation Demand to the Debtors at:

            Station Casinos, Inc.
            Attn.: Matthew L. Heinhold
            1505 South Pavilion Center Drive,
            Las Vegas, Nevada, 89135

  (b) After review of all Reclamation Demands and no later than
      270 days after entry of the order on the Motion, the
      Debtors will file a notice and serve the Notice on the
      Office of the United States Trustee for the District of
      Nevada; counsel to any official committee of unsecured
      creditors;  the parties that have made the Reclamation
      Demands that are the subject of the Notice at the address
      indicated in the Reclamation Demand; and counsel to the
      agents to the Debtors' prepetition and postpetition
      secured lenders.

  (c) The Notice will list those reclamation claims and
      amounts, if any, which the Debtors deem to be valid.  In
      addition, the Notice will state the defenses that the
      Debtors choose to reserve, if any.  Any party who wishes
      to object to the information set forth in the Notice must
      file and serve an objection no later than 60 days after
      the Notice is filed.

  (d) Any Reclamation Demand that is included in the Notice and
      is not the subject of a Reclamation Notice Objection by
      the Objection Deadline will be deemed a valid reclamation
      claim allowed by the Court at the amount set forth in the
      Notice.

  (e) The Debtors are authorized to negotiate with all parties
      who have filed a Reclamation Notice Objection and adjust
      the value of the reclamation claim stated in the Notice to
      reach an agreement with the parties.  In the event that
      the Debtors resolve a Reclamation Notice Objection, the
      Debtors must prepare a notice of settlement.  The Notice
      Parties will have 10 days from the date that the
      Settlement Notice is filed to object to the Settlement
      Notice.

  (f) No later than 90 days following the Objection Deadline,
      the Debtors must file a motion for Court determination of
      any reclamation claims subject to a pending Reclamation
      Notice Objection.  The Debtors will request that the
      matter be set for hearing at the next regularly scheduled
      omnibus hearing in accordance with appropriate notice,
      unless another hearing date is agreed to by the parties or
      ordered by the Court.

              Proposed Priority Vendors Procedures

Additionally, if certain vendors -- Priority Vendors -- with
claims entitled to administrative priority under Sections
503(b)(9) and 507(a)(2) are not paid in the ordinary course on
account of their Priority Vendor Claims, the Priority Vendors are
unlikely to provide the Debtors with postpetition trade credit
and may refuse to continue providing the Debtors with Goods after
the Petition Date.

The Debtors also seek the Court's permission to pay the Priority
Vendor Claims, as determined by the Debtors in their sole
discretion, in order to continue receiving the Goods provided by
the Priority Vendors.  The Debtors propose to condition the
payment of Priority Vendor Claims on the agreement of individual
Priority Vendors to continue supplying Goods to the Debtors on
the trade terms that the Priority Vendors provided Goods to the
Debtors on a historical basis prior to the Petition Date, or
pursuant to other favorable trade practices and programs that are
agreed to by the Debtors.  The Debtors reserve the right to
negotiate new trade terms with any Priority Vendor as a condition
to payment of any Priority Vendor Claim.

To ensure that the Priority Vendors continue to deal with the
Debtors on the Customary Trade Terms, the Debtors propose that a
letter agreement be sent to the Priority Vendors for execution,
together with a copy of the Order granting the Motion.

The Debtors propose that each Trade Agreement include, without
limitation, these terms:

  (a) The amount of the Priority Vendor's estimated prepetition
      claim, after accounting for any setoffs and its other
      credits and discounts, will be as mutually determined in
      good faith by the Priority Vendor and the Debtors, but
      the amount will be used only for purposes of the Order and
      will not be deemed a claim allowed by the Court, and the
      rights of all parties in interest to object to the claim
      will be fully preserved until further order of the Court;

  (b) The Priority Vendor's agreement to be bound by the
      Customary Trade Terms, which were favorable to the Debtors
      and in effect between the Priority Vendor and the Debtors
      on a historical basis during the period within 120 days of
      the Petition Date, or other trade terms as mutually agreed
      to by the Debtors and the Priority Vendor;

  (c) The Priority Vendor's agreement to provide Goods and
      services to the Debtors based upon Customary Trade Terms,
      and the Debtors' agreement to pay the Priority Vendor in
      accordance with the terms;

  (d) The Priority Vendor's agreement not to file or otherwise
      assert against any of the Debtors, their estates or any of
      their respective assets or property any lien regardless of
      the statute or other legal authority upon which the lien
      is asserted related in any way to any remaining
      prepetition amounts allegedly owed to the Priority Vendor
      by the Debtors arising from Goods or services provided to
      the Debtors prior to the Petition Date, and that, to the
      extent that the Priority Vendor has previously obtained a
      lien, the Priority Vendor will immediately take all
      necessary actions to release the lien;

  (e) The Priority Vendor's acknowledgment that it has reviewed
      the terms and provisions of the Order and consents to be
      bound thereby;

  (f) The Priority Vendor's agreement that it will not
      separately assert or otherwise seek payment of any
      reclamation claims; and

  (e) The Priority Vendor's agreement that if it has received
      payment of a prepetition claim but subsequently refuses to
      supply Goods to the Debtors on Customary Trade Terms, any
      payments received by the Priority Vendor on account of its
      Priority Vendor Claim will be deemed to have been in
      payment of then outstanding postpetition obligations owed
      to the Priority Vendor, and that the Priority Vendor will
      immediately repay to the Debtors any payments received on
      account of its Priority Vendor Claim to the extent that
      the aggregate amount of the payments exceeds the
      postpetition obligations then outstanding, without the
      right of setoff or reclamation.

Accordingly, the Debtors seek the Court's authority to enter into
Trade Agreements when the Debtors determine that payment of the
Priority Vendor Claims in the ordinary course is necessary and
that the agreements are advisable.  Moreover, the Debtors seek
the Court for permission to make payments in the ordinary course
on account of Priority Vendor Claims, even in the absence of a
Trade Agreement, if the Debtors determine that failure to pay the
Priority Vendor Claims in the ordinary course is likely to result
in irreparable harm to the Debtors' business operations and that
they are not reasonably likely to be able to achieve a Trade
Agreement with the relevant Priority Vendor.

The Debtors note that they are party to certain credit facilities
that are secured by a floating lien on the inventory of the
Debtors.  Under the express language of Section 546(c)(1), the
interests of the lenders under the credit facilities are superior
to any reclamation claims.  Thus, expending resources at the
early stage to litigate reclamation claims, which may be
valueless, would be a waste of the estates' resources.  The
Debtors aver that their proposed procedures avoid the litigation
and allow the sellers of reclamation Goods to establish the
validity of their reclamation claims, the characterization and
recovery of which will be determined at a later date.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STEEL NETWORK: Meeting of Creditors Scheduled for August 26
-----------------------------------------------------------
The U.S. Bankruptcy Administrator for the Middle District of North
Carolina will convene a meeting of creditors in The Steel Network,
Inc. and Applied Science International, LLC's Chapter 11 cases on
August 26, 2009, at 10:00 a.m.  The meeting will be held at 300
West Morgan Street, Fourth Floor, The Durham Centre, Durham, North
Carolina.

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.

Durham, North Carolina-based The Steel Network, Inc. operates a
steel industry.  The Company and Applied Science International,
LLC filed for Chapter 11 on July 24, 2009 (Bankr. M. D. N.C. Case
No. 09-81230.) Katherine J. Clayton, Esq. represents the Debtors
in their restructuring efforts.  In their petition, the Debtors
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


STINSON PETROLEUM: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Stinson Petroleum Company, Inc.
        PO Box 12
        Laurel, MS 39441-0012

Case No.: 09-51663

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
                  Harris Jernigan & Geno, PPLC
                  PO Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  Email: jktyree@harrisgeno.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.


STRAIGHT LINE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Straight Line Construction, Inc.
        37149 Earl Bennett Rd.
        Pearl River, LA 70452

Bankruptcy Case No.: 09-12400

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: D. Bruce Cameron, Esq.
                  1290 Seventh Street, Suite 5
                  Slidell, LA 70458
                  Tel: (985) 847-1054
                  Fax: (985) 847-1365
                  Email: bruce@cameronlawfirm.com

Total Assets: $1,262,556

Total Debts: $768,617

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/laeb09-12400.pdf

The petition was signed by Charles W. Gaines, president of the
Company.


T MUTHU KUMAR: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: T Muthu Kumar
           dba Himalaya
           dba Himalaya Consulting
        26 Finca
        San Clemente, CA 92672

Case No.: 09-18043

Chapter 11 Petition Date: August 5, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Jeffrey S. Benice, Esq.
            650 Town Center Drive, Suite 1300
            Costa Mesa, CA 92626
            Tel: (714) 641-3600

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

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

The petition was signed by T Muthu Kumar.

Debtor's List of 12 Largest Unsecured Creditors:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
FIA Card Services                                $104,955

Citi Cards                                       $33,278

Chase                                            $24,328

Advanta Credit Cards                             $23,170

Citi Cards                                       $20,042

Washington Mutual (Chase)                        $19,935

Bank of America                                  $13,249

Macys                                            $4,400

Bank of America                                  $3,834

Mathis Brothers Furniture                        $3,000

American Express Delta                           $1,891

American Express Blue Sky                        $907


TAG MOTORS: Case Summary 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: TAG Motors, Inc.
           dba Chrysler Dodge Jeep of White Oak
           fka Norwin Dodge
        1234 Long Run Road
        McKeesport, PA 15131

Bankruptcy Case No.: 09-25747

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: David K. Rudov, Esq.
                  Rudov & Stein
                  First and Market Building
                  100 First Avenue, Suite 500
                  Pittsburgh, PA 15222
                  Tel: (412) 281-7300
                  Fax: (412) 281-7305
                  Email: drudov@rudovstein.com

Total Assets: $2,229,811

Total Debts: $3,324,973

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

            http://bankrupt.com/misc/pawb09-25747.pdf

The petition was signed by Thomas W. LaFrankie, president of the
Company.


TARRAGON CORP: Debt Holders To Get 60% Common Stock Under Plan
--------------------------------------------------------------
Tarragon Corporation filed with the U.S. Bankruptcy Court for the
District of New Jersey a disclosure statement explaining a
proposed joint Chapter 11 plan of reorganization, wherein
affiliated debt-holders are expected to get 60% of the common
stock in turn for the waiver of about $40 million of unsecured
claims.

Upon the plan's effective date, the Debtor will become Reorganized
Tarragon, pursuant to which all of the existing shares of Tarragon
Corporation, including those shares owned by the affiliated
debt holders, will be cancelled of record.  In exchange for HFZ
Capital Group LLC agreeing to purchase certain preferred stock of
Reorganized Tarragon having a cumulative preferred dividend of 8%
in an amount of up to $5 million of which at least $1 million will
be purchased on the effective date to provide initial working
capital to Reorganized Tarragon, HFZ will receive 40% of the new
issue common stock of Reorganized Tarragon.

Subsequent to effective date, HFZ will purchase, at par, at such
time or times as required by the affiliated debt holders,
additional preferred stock of Reorganized Tarragon in an amount
equal to $5 million less the amount of the initial Preferred Stock
Purchase in increments of no less than $500,000.  The proceeds of
such sale shall be used to enable Reorganized Tarragon to pay,
when required, its future operating costs and expenses, including
liquidation expenses of Liquidation Assets described below and
debt service, to the extent that the income of Reorganized
Tarragon, as reasonably determined by the affiliated debt holders,
is insufficient to pay in a timely manner such costs and expenses.

In addition, the affiliated debt holders will receive 60% of the
common stock of Reorganized Tarragon in exchange for the waiver of
approximately $40 million of affiliated unsecured claims held by
the affiliated debt holders.

A full-text copy of the joint Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?40d0

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?40d1

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TAYLOR BEAN: Closes Down Mortgage-Lending Operation
---------------------------------------------------
Nick Timiraos and James R. Hagerty at The Wall Street Journal
report that Taylor, Bean & Whitaker Mortgage Corp. closed down its
mortgage-lending operation on Wednesday.

The Journal relates that the Federal Housing Administration barred
Taylor Bean from making loans insured by the government agency.
According to The Journal, Taylor Bean said that it wouldn't be
able to complete or fund any mortgage loans in unfinished
mortgages.  The Journal states that the Department of Housing and
Urban Development, which oversees the FHA, said on Tuesday that it
took action against Taylor Bean because the Company failed to
submit a required annual financial report and to disclose "certain
irregular transactions that raised concerns of fraud."  The report
says that Taylor Bean disclosed on Wednesday a similar suspension
by Freddie Mac.

According to The Journal, Taylor Bean Chairman Lee Farkas said in
an e-mail sent to employees, "I have done everything possible to
try to save it, but I couldn't," adding that Wednesday would be
the last day of operations for the Company.

Taylor Bean said in a statement that it expects to continue
servicing mortgages -- collecting payments and handling
foreclosures and other administrative tasks -- as it "restructures
its business in the wake of these events."

Ocala, Florida-based Taylor, Bean & Whitaker Mortgage Corp. is a
privately held, independent home-loan provider.  Among originators
of FHA mortgages, Taylor Bean was the third-largest, and it was
the nation's 12th-largest home-mortgage lender overall, according
to trade publication Inside Mortgage Finance.


TENET HEALTHCARE: Posts $14 Million Net Loss for June 30 Quarter
----------------------------------------------------------------
Tenet Healthcare Corporation reported a net loss of $14 million
for the three months ended June 30, 2009, compared with a net loss
of $15 million for the same period a year ago.  Tenet reported a
net income of $169 million for the six months ended June 30, 2009,
compared with a net loss of $45 million for the same period a year
ago.

At June 30, 2009, Tenet had $7.92 billion in total assets against
$7.59 billion in total liabilities.  At March 31, 2009, Tenet had
$8.09 billion in total assets and $7.75 billion in total
liabilities.

In early July 2009, Tenet completed open market repurchases of
roughly $68 million aggregate principal amount of its senior notes
due in 2011, 2012, 2014 and 2031 for cash of roughly $60 million.
Also in July 2009, Tenet paid $23 million of its $81 million
settlement to resolve two wage and hour litigation matters.
The remaining $58 million will be paid by Tenet no later than
August 24, 2009.

A full-text copy of Tenet's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?40dc

On July 28, Tenet released a preview of its second quarter results
and outlook for 2009.  A full-text copy of the statement is
available at no charge at http://ResearchArchives.com/t/s?40dd

On August 4, Tenet issued a statement confirming previewed results
for second quarter.  A full-text copy of the statement is
available at no charge at http://ResearchArchives.com/t/s?40de

In its Second Quarter Form 10-Q, Tenet reclassified certain
financial information from continuing operations to discontinued
operations in the quarter ended June 30, 2009.  Based on Tenet's
current plans to divest NorthShore Regional Medical Center, U.S.
generally accepted accounting principles require that the results
of operations of NorthShore be classified in discontinued
operations on a retroactive basis.  The reclassification had no
impact on Tenet's total assets, liabilities, equity, net income
(loss) attributable to shareholders or total cash flows provided
by (used in) operating, investing or financing activities.

On August 4, Tenet filed with the Securities and Exchange
Commission updated financial information on its Annual Report on
Form 10-K for the year ended December 31, 2008, to present the
information on a basis consistent with its Second Quarter Form
10-Q.

A full-text copy of Tenet's Reclassified Financial Information is
available at no charge at http://ResearchArchives.com/t/s?40df

                      About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service downgraded the ratings of Tenet
Healthcare's senior secured notes due 2015 and 2018 to B1 (LGD3,
32%) from Ba3 (LGD2, 23%) and senior unsecured notes to Caa2
(LGD5, 82%) from Caa1 (LGD5, 75%).  Moody's also affirmed Tenet's
B3 Corporate Family and Probability of Default ratings.  The
rating outlook remains stable.

On June 3, 2009, the TCR said Standard & Poor's Ratings Services
assigned Tenet's issuance of up to $1.0 billion senior secured
notes its issue-level of 'BB-' (two notches higher than the 'B'
corporate credit rating on the company).  S&P also assigned the
notes a recovery rating of '1', indicating S&P's expectation of
very high (90% to 100%) recovery for noteholders in the event of a
payment default.  The issue-level and recovery ratings on Tenet's
existing $1.4 billion senior secured notes and $800 million asset-
based lending (ABL) facility remain unchanged at 'BB-' and '1',
respectively.  S&P also revised its recovery rating on Tenet's
various tranches of senior unsecured debt to '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default, from '4'.  S&P lowered the issue-level rating on
this debt to 'CCC+' (two notches lower than the 'B' corporate
credit rating) from 'B', in accordance with S&P's notching
criteria for a '6' recovery rating.

The TCR also said Fitch Ratings assigned a 'BB-/RR1' rating to
Tenet's $450 million in senior secured notes due 2019.  Fitch
currently rates Tenet:

  -- Issuer Default Rating 'B-';
  -- Secured bank facility 'BB-/RR1';
  -- Senior secured notes 'BB-/RR1';
  -- Senior unsecured notes 'B-/RR4'.

The Rating Outlook is Stable.  The ratings apply to approximately
$4.6 billion of debt outstanding as of March 31, 2009.


TRIBUNE CO: Committee Insists on Examination of Foundations
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co. and
its affiliates cases asserts that the Robert R. McCormick
Foundation and the Cantigny Foundation were active and outspoken
participants in the discussions and negotiations that ultimately
resulted in the Leveraged Employee Stock Ownership Plan
Transactions.  The Leveraged ESOP Transactions refers to
transactions during the year 2007 pursuant to which Tribune
Company became privately held.

Robert R. McCormick Foundation and Cantigny Foundation had
asserted that the Creditors Committee's motion to conduct
examination pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure should be denied because the Committee
fails to establish good cause to compel the Foundations to endure
the burden of an unnecessary production and examination.  "The
Foundations, mere shareholders, should not be required to
expend their time and resources and bear the cost of producing
duplicative documents so that the Committee can pursue an
avoidance claim which the Committee has already identified, but
which the Committee as yet has no authority to assert, and which
cannot, as a matter of law, result in a judgment against the
Foundations," asserted Mary E. Augustine, Esq., at Ciardi Ciardi &
Astin, in Wilmington, Delaware, counsel to the Foundations.

The Committee, however, points out that the Foundations
collectively owned approximately 13% of the outstanding common
equity of Tribune Co. prior to the consummation of the Leveraged
ESOP Transactions.  The Committee asserts that the Foundations
were paid more than $1 billion for their shares.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, counsel for the Committee, says given the Foundations'
intense interest in the ultimate form of any deal involving
Tribune, the Foundations must necessarily have documents relevant
to the Committee's investigation of the Leveraged ESOP
Transactions and related analysis of whether any causes of action
may be implicated, whether against the Foundations or against any
other party.  Mr. Landis maintains that the ultimate goal of the
discovery and the investigation is to inform the Committee of the
merits of various avoidance actions that may have profound
significance to the Debtors' restructuring efforts and their
relationship with creditors.

The Foundations' production of records, even if they are
duplicates, is warranted to show whether the Foundations indeed
have records regarding the Leveraged ESOP Transactions,
Mr. Landis avers.

                         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: Court Okays Assumption of Local Advertising Pacts
-------------------------------------------------------------
Debtor Tribune Media Services, Inc., obtained authority from Kevin
J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to assume prepetition local advertising sales agreements
it entered with various third-party newspapers and assign those
prepetition and postpetition LAS agreements to Advantage Newspaper
Consultants Inc., in accordance with certain Contract Assignment
and Revenue Share Agreement.

A list of the LAS Agreements to be assumed and assigned is
available for free at:

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

Prior to Judge Carey's order, the Debtors certified that no
objection was filed as to the Motion.

The Debtors submitted with the Court amended exhibits to remove
customers News Miner and Prince George Citizen from the assumed
local advertising agreements.  The amended exhibits also provide
that the Debtors will assign their advertising agreement with The
Sault Star.  A full-text copy of the Amended Exhibits is
available at no charge at:

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

                         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: Gets Court Nod to Abandon Property at 2 Park Avenue
---------------------------------------------------------------
Tribune Co. and its affiliates sought and obtained the Court's
authority to abandon any of their properties remaining at 2 Park
Avenue, in New York.  The Debtors sought for the abandonment
solely for protective measure after a colloquy before the Court
concerning whether the premises were vacated by the Debtors and to
ensure that no further claims are asserted by the landlord, PPF
Off Two Park Avenue Owner, LLC.  The Debtors, however, state that
they do not waive any of their objections to PPF Off's claims nor
do they concede the validity of any of the landlord's arguments
asserted in support of those claims.

The Debtors maintain that they validly vacated the Premises on
June 30, 2009, and rejected the Lease.

Prior to the approval of the abandonment, the Debtors certified
that no objection was filed as to the Motion.

                         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: Sidley Austin Bills $5.5MM for March-June 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
------------               ------          ----        --------
Sidley Austin LLP         03/01/09-
                          05/31/09      $4,209,274     $105,524

Sidley Austin LLP         06/01/09-
                          06/30/09       1,227,903       25,981

Paul, Hastings, Janofsky  03/01/09-
& Walker LLP              05/31/09         429,987        1,223

Paul, Hastings, Janofsky  06/01/09-
& Walker LLP              06/30/09          95,656           56

Cole, Schotz, Meisel,     06/01/09-
Forman & Leonard, P.A.    06/30/09         106,998        5,684

PricewaterhouseCoopers    12/08/09-
LLP                       02/28/09         776,078       15,489

PricewaterhouseCoopers    03/01/09-
LLP                       05/31/09         327,208        2,480

Jenner & Block LLP        06/01/09-
                          06/30/09          23,290          289

Stuart Maue               06/01/09-
                          06/30/09         118,202           13

Daniel J. Edelman, Inc.   06/01/09-
                          06/30/09           2,161            0

McDermott Will & Emery    03/01/09-
LLP                       03/31/09         360,698        2,222

McDermott Will & Emery    04/01/09-
LLP                       04/30/09         279,111        1,624

In a separate filing, Downey, Smith & Fier, state and local tax
advisors for Debtor Los Angeles Times Communications, LLC, seeks
allowance and payment of a contingent fee amounting to $526,944
relating to sales and use tax recoveries obtained on behalf of
the Los Angeles Times from the California state Board of
Equalization.

Sidley Austin and Paul Hastings are counsel to the Debtors for
separate matters.  Cole Schotz is the Debtors' co-counsel.
PricewaterhouseCoopers is the Debtors' tax advisors and
independent auditors.  Stuart Maue is the Debtors' fee examiner.
Jenner & Block serves as special counsel to the Debtors.  Daniel
J. Edelman is the Debtors' corporate communications and investor
relations consultant.  McDermott Will serves as special counsel
to the Debtors for domestic legal matters.

The Debtors said they received no objections as to these
professionals' monthly fee applications:

Professional                                      Period
------------                                      ------
Sidley Austin LLP                           05/01/09-05/31/09
Paul, Hastings, Janofsky & Walker LLP       04/01/09-05/31/09
PricewaterhouseCoopers LLP                  04/01/09-05/01/09
Reed Smith LLP                              05/01/09-05/31/09
Jones Day                                   04/01/09-05/31/09
Alvarez & Marsal North America, LLC         05/01/09-05/31/09
Lazard Freres & Co. LLC                     04/01/09-04/30/09
Daniel J. Edelman, Inc.                     05/01/09-05/31/09

B. Official Committee of Unsecured Creditors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Moelis & Company LLC     03/01/09-
                         05/31/09       $600,000       $20,603

Moelis & Company LLC     06/01/09-
                         06/30/09        200,000        10,379

Chadbourne & Parke LLP   06/01/09-
                         06/30/09        726,009        32,090

AlixPartners, LLP        06/01/09-
                         06/30/09        360,490         5,257

Landis Rath & Cobb LLP   06/01/09-
                         06/30/09         67,222         4,100

Committee Members        06/01/09-
                         06/30/09              -        10,274

Moelis & Company serves as the Committee's investment banker.
Chadbourne & Parke serves as the Committee's co-counsel.
AlixPartners is the Committee's financial advisor.  Landis Rath
is the Committee's co-counsel.

The Committee said it has received no objection as to these
professionals' fee applications:

Professional                                      Period
------------                                      ------
AlixPartners, LLP                            05/01/09-05/31/09
Landis Rath & Cobb LLP                       05/01/09-05/31/09
Chadbourne & Parke LLP                       05/01/09-05/31/09
Moelis & Company LLC                         05/01/09-05/31/09

                     Fee Examiner's Report

Stuart Maue, in its capacity as fee examiner of the Debtors,
submits its final report with respect to the First Interim Fee
Applications of Reed Smith LLP and Jenner & Block LLP for the
period from December 8, 2008, through February 28, 2009.  The Fee
Examiner recommends that the two firms be paid:

                           Recommended       Recommended
Firm                           Fees            Expenses
----                       -----------       -----------
Reed Smith                  $97,464            $2,535
Jenner & Block               84,657             2,386

Reed Smith's fees have been reduced by $797.  Stuart Maue
recommends that the 27.75 hours spent for clerical task with
$3,118 in associated fees be paid at the rate of $80 per hour
resulting in a reduction of $898.  Because Reed Smith has
requested less than the amount computed for the fees, Stuart Maue
suggests that the $898 for clerical task be offset by $101.

Jenner & Block's recommended fees represent a reduction of $5,364
on account of clerical and administrative tasks.

Jenner & Block and Reed Smith serve as special counsel in
separate matters to the Debtors.

                         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: Terms of Deal to Restructure Beal Bank Debt
----------------------------------------------------------------
Trump Entertainment Resorts Holdings, L.P., and Trump
Entertainment Resorts, Inc., on August 3, 2009, entered into a
letter agreement with Beal Bank and Beal Bank Nevada.

The agreement provides that the lenders under the amended credit
agreement, dated as of December 21, 2007, and as amended on
December 21, 2007, May 29, 2008, and October 28, 2008 -- Beal
Credit Agreement -- consented to enter into an amended and
restated Beal Credit Agreement with TER Holdings -- A&R Credit
Agreement.  The A&R Credit Agreement has been fully negotiated.

The A&R Credit Agreement provides for a restructuring of the
indebtedness under the Beal Credit Agreement in the aggregate
principal amount of approximately $486 million.  Under the A&R
Credit Agreement, payments of principal and interest can be
deferred and the maturity for repayment is extended until December
2020.

The Debtors entered into the letter agreement as part of their
$100 million investment sell with BNAC, Inc., a unit of Beal, and
Donald J. Trump.

Base Rate Loans bear interest from the applicable borrowing date
at a rate per annum equal to (x) the highest of (i) the rate of
interest published by The Wall Street Journal, from time to time,
as the "U.S. prime rate," (ii) the Federal Funds Rate plus 1/2 of
1%, (iii) 4% and (iv) the Eurodollar Rate plus 1.0%, plus (y) the
Applicable Margin. Eurodollar Rate Loans bear interest for each
Interest Period at a rate per annum equal to the Eurodollar Rate
for such Interest Period plus the Applicable Margin.

The Applicable Margin per annum is (i) 4.75% for Base Rate Loans,
(ii) 5.75% for Eurodollar Rate Loans and (iii) with respect to
interest to accrue on deferred loans, 7.50% (or 6.50% at all times
(if any) during which the obligations of the Lenders to convert
Base Rate Loans into Eurodollar Rate Loans is suspended, as
provided in the A&R Credit Agreement).

Under the A&R Credit Agreement, if the Available Cash Flow of TER
Holdings and its subsidiaries in any quarter is less than the sum
of the principal amount due at the end of such quarter and all
accrued interest, TER Holdings is only required to repay (i) the
principal amount due at the end of such quarter if the Available
Cash Flow exceeds the amount of all accrued interest and (ii) the
interest due at the end of such quarter which is attributable to
the Applicable Margin if the Available Cash Flow exceeds the
amount of all accrued interest.  TER Holdings must repay interest
due at the end of each quarter other than interest which is
attributable to the Applicable Margin irrespective of the amount
of any Available Cash Flow and at no time can the deferred total
balance exceed $24.4 million.

TER Holdings has the right to prepay indebtedness under the A&R
Credit Agreement, in whole or in part, without penalty at any time
prior to maturity.  There are also certain mandatory prepayment
provisions with respect to (i) the receipt of net cash proceeds
and (ii) commencing March 31, 2010, the aggregate outstanding
principal balance.  The A&R Credit Agreement contains certain
customary affirmative and negative covenants that are materially
similar to those contained in the Beal Credit Agreement.

A full-text copy of the letter agreement is available at no charge
at http://ResearchArchives.com/t/s?40da

A full-text copy of the purchase agreement is available at no
charge at http://ResearchArchives.com/t/s?40db

                    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.

Trump Hotels & Casino Resorts, Inc., filed for chapter 11
protection on November 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UBS AG: US, Swiss Gov'ts to Outline Final Terms of Pact Today
-------------------------------------------------------------
David Voreacos and Carlyn Kolker at Bloomberg News reports that a
Justice Department attorney said that the U.S. and Swiss
governments hoped to outline final terms of their settlement on
August 7.

As reported by the Troubled Company Reporter on August 3, 2009,
UBS AG, along with the Swiss government, reached a settlement
agreement with U.S. authorities regarding a tax-evasion probe.
UBS, which is under a global tax probe, had continued its
settlement talks with the Justice Department and the Swiss
government.  The Justice Department and IRS asked the judge to
provide access to thousands of accounts that U.S. citizens set up
at UBS as part of a probe into off-shore tax evasion, but the
Company fought the request in court.  UBS AG said that Miami Judge
Alan Gold set a renewed meeting between the Swiss bank and the
U.S. Internal Revenue Service for Friday, which would be meant to
gauge progress of the parties' settlement negotiations.

Any accord must involve a significant number of accounts,
Bloomberg relates, citing the IRS.

According to Bloomberg, tax lawyers said that they expect UBS to
disclose thousands of accounts after giving the IRS data on 250
clients on February 18.  UBS had agreed to pay $780 million to
defer prosecution for aiding tax evasion.  Citing UBS clients'
lawyers, Bloomberg says that the pace of future disclosures could
hinge on the accord.

Bloomberg quoted William Sharp at law firm Sharp & Associates as
saying, "There is a substantial likelihood that the agreement will
involve the handing over of many, many names of UBS clients.
People have a lot of concern that they could be turned in and be
in deeper legal trouble than they already are."

Bloomberg, citing three tax lawyers who have spoken with Justice
Department prosecutors, states that more criminal charges against
UBS clients are coming.  According to the report, tax attorney
Robert Fink at Kostelanetz & Fink said, "I am informed that there
will be several indictments coming" in the Eastern District of New
York.  "The bank knew that the ultimate beneficiary was a U.S.
citizen.  All these things were done with the bank's knowledge,
almost invariably at the bank's suggestion," the report quoted Mr.
Fink as saying.

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.

As reported in the Troubled Company Reporter-Europe, UBS has
amassed more than US$53 billion in writedowns and losses since the
credit crisis began.  The bank expects to post a loss in the
second quarter of 2009.  The bank's net loss for full-year 2008
widened to CHF19.697 billion from of CHF5.247 million in the prior
year.  Net losses from continuing operations totaled
CHF19.327 billion, compared with losses of CHF5.111 billion in the
prior year.  UBS attributed the losses to negative revenues in its
fixed income, currencies and commodities (FICC) area.  For the
2008 fourth quarter, UBS incurred a net loss of CHF8.100 billion,
down from a net profit of CHF296 million.  Net loss from
continuing operations was CHF7.997 billion compared with a profit
of CHF433 million.  The Investment Bank recorded a pre-tax loss of
CHF7.483 billion, compared with a pre-tax loss of CHF2.748 billion
in the prior quarter.  This result was primarily due to trading
losses, losses on exposures to monolines and impairment charges
taken against leveraged finance commitments.  An own credit charge
of CHF1.616 billion was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.

UBS said it will further reduce its headcount to 15,000 by the end
of the year.  UBS's personnel numbers reduced to 77,783 on
December 31, 2008, down by 1,782 from September 30, 2008, with
most staff reductions at its investment banking unit.


UNIVERSAL MARKETING: Section 341(a) Meeting Slated for August 26
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Universal Marketing, Inc.'s Chapter 11 case on August 26, 2009,
at 2:00 p.m.  The meeting will be held at the Office of the U.S.
Trustee, Meeting Room, Suite 501, 833 Chestnut Street,
Philadelphia, Pennsylvania.

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.

Philadelphia, Pennsylvania-based Universal Marketing, Inc., runs
an advertising and marketing business.  The Company filed for
Chapter 11 on July 23, 2009 (Bankr. E. D. Penn. Case No. 09-
15404).  Aris J. Karalis, Esq. at Maschmeyer Karalis P.C.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


UNISYS CORP: S&P Raises Corporate Credit Rating to 'B' From 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Blue Bell, Pennsylvania-based Unisys
Corp. to 'B' from 'SD'.  S&P also raised its rating on Unisys'
unsecured notes due 2016 to 'B' from 'D'.  S&P withdrew the rating
on Unisys' unsecured notes due October 2015.  In addition, S&P
revised its recovery rating on Unisys' unsecured debt to '4' from
'3', reflecting the addition of secured debt to Unisys' capital
structure.  The '4' recovery rating indicates expectations for
average (30%-50%) recovery in the event of payment default.  The
outlook is stable.

At the same time, Standard & Poor's assigned Unisys' new
$385 million first-lien notes and $246 million second-lien notes
an issue-level rating of 'BB-' (two notches above the corporate
credit rating) with a recovery rating of '1', indicating S&P's
expectation of very high (90%-100%) recovery for noteholders in a
payment default.

"Our ratings on Unisys reflect ongoing, year-over-year revenue
declines, volatile profitability measures, and challenging market
conditions, offset in part by a good competitive position,
especially in the federal government and public sector," said
Standard & Poor's credit analyst Martha Toll-Reed.  While the
exchange substantially reduced the company's March 2010 debt
maturity-removing a rating concern-it did not materially improve
the company's total adjusted debt level.

The stable outlook reflects reduced near-term debt maturities and
a recent improvement in operating performance.  Lack of revenue
growth and somewhat volatile operating performance preclude a
ratings upgrade.  On the other hand, the company's failure to
maintain positive annual operating cash flow or a sustained
decline in operating performance could lead to lower ratings.


US SHIPPING: Board Rejects Rand Logistics' Buyout Offer
-------------------------------------------------------
Rand Logistics, Inc., on July 30, 2009, submitted a non-binding
proposal via letter to the board of directors of the general
partner of U.S. Shipping Partners L.P. pursuant to which Rand
proposed, as an alternative to the Partnership's proposed plan of
reorganization dated July 10, 2009, a transaction in which Rand
would acquire the majority of the assets, and assume certain
liabilities, of the Partnership and its subsidiaries for a
combination of cash, notes and warrants.

On August 4, 2009, after consultation with its financial and legal
advisors and the Steering Committee of the secured lenders, the
Partnership advised Rand that the board of directors had
determined that the Partnership's proposed plan dated July 10,
2009, will deliver a higher value to all the Partnership's
stakeholders than the non-binding alternative plan of
reorganization proposed by Rand.  The Partnership also advised
Rand that as a result, the board of directors did not believe it
is appropriate to negotiate an amendment to the Disclosure
Statement to permit the Partnership's creditors the option to
consider the Rand Proposal as an alternative to the Partnership's
July 10, 2009 proposed plan of reorganization.

The disclosure statement explaining the Debtors' modified plan
will be up for hearing on August 13.

                       About U.S. Shipping

U.S. Shipping Partners L.P. -- http://www.usslp.com/-- provides
long-haul marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 2 appointed three creditors to serve on the Official
Committee of Unsecured Creditros.  Craig A. Wolfe, Esq., Kelley
Drye & Warren LLP, represent the Committee.  U.S. Shipping listed
$717,443,000 in assets and $606,534,000 in debts as of
September 30, 2008.


VALLEY SPORTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Valley Sports - Neenah, Inc.
           dba Club West
        P.O. Box 231
        Lake Forest, IL 60045

Bankruptcy Case No.: 09-31298

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: N. Andrew Wagener, Esq.
                  Bollenbeck, Wagener, Spaude & Fyfe, SC
                  W6260 Communication Court
                  Appleton, WI 54914
                  Tel: (920) 735-1711
                  Fax: (920) 735-1710
                  Email: wagener@bwsf.biz

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

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

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

            http://bankrupt.com/misc/wieb09-31298.pdf

The petition was signed by Brian S. Pesmen, president of the
Company.


VELOCITY EXPRESS: Has Recapitalization Deal with Management Group
-----------------------------------------------------------------
Pursuant to the terms of the Fifth Supplemental Indenture
modifying the Indenture governing Velocity Express Corporation's
Senior Secured Notes, the Company on March 13, 2009, was required
to initiate a process to attempt to sell the Company or all or
substantially all of its assets or the Notes.  The current
principal balance due on the Notes is roughly $102 million.  The
Company appointed a special board committee of independent
directors to oversee the sale process.  On June 23, 2009, the
Company said it had entered into a letter of intent for a
transaction with a management buyout group led by Vincent A.
Wasik, Chief Executive Officer of the Company and his private
equity firm, MCG Global, LLC.

Velocity Express reports that as of July 31, 2009, the Company and
the Management Group entered into a Recapitalization Agreement
setting forth the terms of a transaction that would satisfy the
conditions of the Fifth Supplemental Indenture.  The Agreement
presumes that an entity formed by the Management Group, MCG
Acquisition LLC, will be successful in (a) securing financing, and
(b) entering into agreements with holders of the Company's Notes
to purchase the Notes and the related warrants held by the Note
holders, for an aggregate purchase price, assuming all Notes are
purchased, of $10 million in cash plus, if the Recapitalization
Transactions are consummated, shares of Common Stock of the
Company equal to 10% of the Common stock of the Company
outstanding after giving effect to the Recapitalization
Transactions.

The Recapitalization Transactions consist of issuances of shares
of Common Stock of the Company in exchange for (i) delivery of the
Notes and related warrants by Newco and (ii) delivery of all
series of Preferred Stock such that, post-transaction, ownership
of the Company would be as follows (on a fully diluted basis but
subject to possible adjustments for certain outstanding options
and warrants): (a) 68.5% of the Common Stock would be held by the
Management Group and its financing source; (b) 10.0% of the Common
Stock of the Company would be held by the current Note holders;
(c) 19.9% of the Common Stock of the Company would be held by the
holders of all series of the Company's outstanding Preferred
Stock, and (d) 1.6% of the Common Stock would be retained by
existing Common Stockholders and certain option or warrant
holders, so the percentage ownership of the Company's existing
Common Stockholders would be substantially diluted.

The Management Group has informed the Company that it currently
has consents from a majority of the holders of its Preferred Stock
to a transaction consistent with the Recapitalization
Transactions, and execution of the Restructuring Agreement to
reaffirm that consent by Preferred Holders with sufficient
authority to effect the Recapitalization Transaction is a
condition to the Recapitalization Agreement.  Further, the
Management Group has informed the Company that it has entered into
purchase agreements with the holders of a substantial majority of
the Notes on terms consistent with the purchase price for the
Notes and related warrants.  However, until the Management Group
actually has closed on its financing and consummated purchases of
at least two-thirds of the outstanding Notes, the Company may
terminate the Recapitalization Agreement if there is a Superior
Proposal, as determined in good faith by the Committee, in which
case the Note holders would be released from their obligation to
sell.

The transaction is subject to a number of conditions, including
but not limited to financing, closing of the Note purchases by
Newco, consent of the Company's senior secured lender and consent
or reaffirmation of consent of the Company's preferred
stockholders.  There is no obligation on the part of the Company
to negotiate exclusively with the Management Group, but the
Management Group will be entitled to expense reimbursement, up to
a maximum of $150,000, if another transaction is accepted and a
break up fee of $750,000 if another transaction is consummated.
The Recapitalization Agreement also contains customary
representations, warranties, covenants and termination provisions.

Velocity Express says there can be no assurances that the
Management Group will be successful in securing all required
financing, or securing all requisite consents.

A full-text copy of the Recapitalization Agreement is available at
no charge at http://ResearchArchives.com/t/s?40f3

On July 2, 2009, the Company received a letter from Burdale
Capital Finance, the Company's senior secured lender pursuant to a
Loan and Security Agreement for a revolving line of credit dated
as of March 13, 2009, notifying the Company of defaults relating
to the Company's minimum fixed charge coverage ratio, minimum
liquidity, delivery of timely financial information, and failure
to make the June 30, 2009 interest payment due to the holders of
the Senior Notes.  Burdale stated that it is not currently
exercising any of the rights and remedies available to it under
the Loan Agreement by reason of such defaults, but that it and
reserved all of its rights to take action with respect to such
defaults in the future.

                       About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
Company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.


VELOCITY EXPRESS: Nasdaq Delists Shares Effective August 5
----------------------------------------------------------
Velocity Express Corporation has received a notification that
NASDAQ will not grant the Company a further extension within which
to regain compliance with the applicable NASDAQ listing
requirements.  Therefore, trading in the Company's stock will be
transferred from The NASDAQ Capital Market to the over-the-counter
market, effective at the market opening on August 5, 2009.

The Company had requested an extension because the closing of the
Recapitalization Agreement approved by the Independent Directors
on July 31 would result in the Company regaining compliance with
the $2.5 million Stockholders' Equity requirement for continued
listing on The NASDAQ Capital Market; however, it cannot be
completed until mid-September at the earliest.

The Company's securities were immediately eligible for quotation
in the Pink Sheets, an electronic quotation service for securities
traded over-the-counter, effective with the open of business on
Wednesday, August 5, 2009.  The Company's trading symbol was to
remain VEXP.  However, it is the Company's understanding that, for
certain quote publication Web sites, investors may be required to
key VEXP.PK to obtain quotes.  The Company's common stock may, in
the future, also be quoted on the Over-the-Counter Bulletin Board,
an electronic quotation service maintained by the Financial
Industry Regulatory Authority, provided that a market maker in the
Company's common stock files the appropriate application with, and
such application is cleared by, FINRA.  In such an event, the
Company's trading symbol would also remain as VEXP.  However, it
is the Company's understanding that, for certain quote publication
websites, investors may be required to key VEXP.OB to obtain
quotes.

On July 2, 2009, the Company received a letter from Burdale
Capital Finance, the Company's senior secured lender pursuant to a
Loan and Security Agreement for a revolving line of credit dated
as of March 13, 2009, notifying the Company of defaults relating
to the Company's minimum fixed charge coverage ratio, minimum
liquidity, delivery of timely financial information, and failure
to make the June 30, 2009 interest payment due to the holders of
the Senior Notes.  Burdale stated that it is not currently
exercising any of the rights and remedies available to it under
the Loan Agreement by reason of such defaults, but that it and
reserved all of its rights to take action with respect to such
defaults in the future.

                       About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
Company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.


VIANT HOLDINGS: S&P Puts 'B' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
counterparty credit rating on Viant Holdings Inc. on CreditWatch
with positive implications.

Standard & Poor's also said that it affirmed its 'B+' counterparty
credit rating on MultiPlan Inc.  The outlook on MultiPlan remains
stable.

These rating actions follow the announcement that MultiPlan will
acquire Viant.

The acquisition by MultiPlan -- a larger, higher-rated competitor
-- could enhance Viant's creditworthiness because MultiPlan's
competitive position and key credit metrics are stronger.
Conversely, for MultiPlan, S&P's preliminary transaction analysis
shows that the combined entity's credit metrics, on a near-term
pro forma basis, are slightly weaker than MultiPlan's stand-alone
Metrics -- though not to the extent that S&P would consider
lowering the current rating.

"Over the next 90 days, S&P plan to meet with management of the
combined entity to review its financial and strategic objectives
and resolve the CreditWatch status of the Viant ratings," noted
Standard & Poor's credit analyst James Sung.  At this stage of
S&P's analysis, S&P is unclear as to the management and
organizational changes that will take place.  However, both
companies have experienced some degree of success in executing
past integrations.  Most importantly, although the companies did
not fully disclose the financial terms of the proposed
transaction, S&P does not believe that they are structuring the
acquisition in a way that would hurt either company's current
credit quality in terms of capital or liquidity.  The companies
expect to close the transaction by the end of the year.

The combination of the two companies would create one of the
largest independent preferred provider organization in the U.S.
(MultiPlan is already the largest.) It would be one of the
strongest competitors in what S&P consider a relatively fragmented
market, with few pure-play competitors.  On an estimated pro forma
basis, S&P expects that the combined entity will generate more
than $600 million in revenues and $275 million in EBITDA in 2009.
Operating margins in 2009 will likely remain at more than 50% for
MultiPlan and over 30% for Viant, both of which are close to
recent historical levels.  Financial results through the first
quarter of 2009 for both companies were consistent with S&P's
expectations.

Although the merger will immediately strengthen both companies'
competitive positions and market leverage, S&P believes the
potential benefits of scale-based synergies in terms of improving
operating efficiency and earnings are less predictable and longer-
term in nature.  As a result, S&P has not factored these benefits
into the current ratings.  In addition, on a wider scope, S&P
continue to have industry-level concerns that affect both
companies.

These include the potential for further consolidation within the
managed care industry, the in-sourcing of cost-management services
by managed care companies, and the continuing uncertainty
surrounding how federal health care reform will affect the
industry.

S&P will meet with management of the combined entity and review
several factors, including:

* A transaction update.

* Integration plans.

* Management's strategic objectives.

* The intermediate-term (the next 12-18 months) outlook for the
  industry.

* Overall financial policy.

In S&P's CreditWatch resolution, S&P is looking for more clarity
regarding the transaction and integration details as well as an
update on the deal completion progress.  "A CreditWatch resolution
could lead to a one-notch upgrade for Viant," Mr. Sung added.
"However, depending on the timing of the closing date, S&P could
also affirm the ratings instead and assign a positive outlook to
reflect a longer time horizon for a potential upgrade."


VIVAKOR INC: June 30 Balance Sheet Upside-Down by $422,147
----------------------------------------------------------
Vivakor, Inc.'s balance sheet at June 30, 2009, showed total
assets of $3,377,476 and total liabilities of $3,799,623,
resulting in a stockholders' deficit of $422,147.

For three months ended June 30, 2009, the Company posted a net
loss of $310,480 compared with a net loss of $95,143 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $815,717 compared with a net loss of $87,713 for the same
period in 2008.

At June 30, 2009, the Company has $51,578 in cash and cash
equivalents and its current liabilities consisted of $144,215 in
accounts payable, $572,768 in accrued wages and benefits payable,
which consists primarily of unpaid compensation to its two
officers and the executive chairman, $20,300 in deferred grant
revenue, $380,660 in loans and advances payable to related
parties, a $154,747 grant payable and a $1,401,660 note payable.
The $154,747 grant payable would be payable only upon the
occurrence of certain events, including the completion of an
initial public offering.

The Company related that it does not have sufficient cash on hand
to fund its administrative and other operating expenses or its
proposed research and development and sales and marketing programs
for the next twelve months. The Company has no agreements,
arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources.

A full-text copy of the Company's quarterly report on Form 10_Q is
available for free at http://ResearchArchives.com/t/s?40ce

Headquartered in Coralville, Iowa, Vivakor Inc. (PINK:VIVK) --
http://www.vivakor.com/-- is a biomedical company inventing
solutions for life.  The development of substantive technologies
and cures requires contribution from many scientific disciplines.
Vivakor is the transdisciplinary innovation hub needed to advance
this type of research with multifaceted business and
commercialization strategies.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jul 21, 2009,
McGladrey & Pullen, LLP, in Cedar Rapids, Iowa raised substantial
doubt about Vivakor Inc.'s ability to continue as a going concern
after auditing the Company's financial results for the years ended
December 31, 2008, and 2007.  The auditors noted that the
Company's ability to become a profitable operating company is
dependent upon obtaining financing adequate to fulfill its
research and market introduction activities, and achieving a level
of revenues adequate to support the Company's cost structure.


VP PHASE: Court Junks Fifth Third Plea to Dismiss Bankruptcy Case
-----------------------------------------------------------------
Anjali Fluker at Orlando Business Journal reports that the Hon.
Karen Jenneman of the U.S. Bankruptcy Court for the Middle
District of Florida has denied Fifth Third Bank's motion to
continue foreclosure on VP Phase IV Ltd.'s partially built Offices
at Veranda Park 1500 building in the MetroWest development or
dismiss the Debtor's Chapter 11 bankruptcy case.

Business Journal relates that VP Phase and other related companies
owe Fifth Third Bank about $15.3 million.  Court documents say
that Fifth Third claimed that VP Phase filed for bankruptcy
protection to stop the foreclosure and that the single-asset
entity had no reasonable prospects to reorganize under Chapter 11.

VP Phase's lawyer, Norman Hull, Esq., at Norman Linder Hull PA
said that the Company filed its reorganization plan on August 4,
which included seven classes of creditors, Business Journal
states.  Citing Mr. Hull, Business Journal says that VP Phase has
until August 14 to file its disclosure statement, which will
specify how it plans to repay its debts

According to Business Journal, Mr. Hull said that the Court will
hold a hearing on October 7 to determine whether the disclosure
statement is adequate and can be sent to creditors for a vote.

Orlando, Florida-based VP Phase IV Ltd filed for Chapter 11
bankruptcy protection on May 6, 2009 (Bankr. M.D. Fla. Case No.
09-06253).   The Company listed $10 million to $50 million in
assets and $10 million to $50 million in debts.


WABASH NATIONAL: Inks Investor Rights Agreement With Trailer
------------------------------------------------------------
Wabash National Corp. entered into an Investor Rights Agreement
dated August 3, 2009, with Trailer Investments LLC.  The Investor
Rights Agreement provides certain benefits to the holders of the
Company's preferred stock and the warrant, as well as certain
benefits for Trailer Investments.

As reported by the Troubled Company Reporter, Wabash on July 17,
2009, entered into a Securities Purchase Agreement with Trailer,
an entity formed for the purpose by Lincolnshire Equity Fund III,
L.P., a private equity investment fund managed by Lincolnshire
Management, Inc.  Among other things, the Company agreed to issue
to Trailer Investments (i) 20,000 shares of the Company's Series E
redeemable preferred stock; 5,000 shares of the Company's Series F
redeemable preferred stock; and 10,000 shares of the Company's
Series G redeemable preferred stock; and (ii) a warrant that is
immediately exercisable at $0.01 per share for a number of newly
issued shares of common stock representing 44.21% of the issued
and outstanding common stock of the Company after giving effect to
the issuance of the shares underlying the Warrant, subject to
upward adjustment, for an aggregate purchase price of $35,000,000.

On August 3, 2009, the Company completed the Transaction.

The Investor Rights Agreement provides for registration rights for
the resale of Warrant Shares that have not yet been sold pursuant
to a Registration Statement or Rule 144 under the Securities Act
of 1933, as amended and that are not eligible for sale pursuant to
Rule 144(b)(i)(1) under the Securities Act.

                     Agreements and Covenants

From the Closing until the time that Trailer Investments and its
affiliates, including investors in funds controlled by
Lincolnshire, cease to hold a majority of the outstanding
preferred stock, the Trailer Investors will have a right of first
refusal on any private issuance of debt or equity securities or
other private financing, other than issuances of debt securities
pursuant to the Company's Third Amended and Restated Loan and
Security Agreement, or agreements entered into in connection with
the refinancing of that agreement.

From the Closing until the time that the Trailer Investors cease
to hold or cease to beneficially own at least 10% of the issued
and outstanding common stock of the Company, the Trailer Investors
have the right to nominate five directors to be elected to the
Company's 12 member board of directors.

From the Closing until the Preferred Expiration Date, the Company
agreed that it would comply with certain customary affirmative
covenants, and that, without the consent of the Majority Trailer
Investors, it would not:

     -- directly or indirectly declare or make any dividend,
        distribution, or redemption of any shares of any class of
        the Company's stock other than dividend payments on the
        Preferred Stock;

     -- directly or indirectly declare or make any payments of
        management, consulting or other fees to any affiliate of
        the Company, which for purposes of the Investor Rights
        Agreement includes certain officers, directors and
        employees of the Company;

     -- issue any notes or debt securities containing equity or
        voting features or any capital stock, other equity
        securities or equity-linked securities;

     -- make loans or advances to, guarantees for the benefit of,
        or investments in, any person, subject to exceptions for
        reasonable advances to employees and specified types of
        highly liquid investments;

     -- liquidate, dissolve or effect a recapitalization or
        reorganization in any form of transaction, unless, in the
        case of a recapitalization or reorganization, such
        transaction would result in a change of control and the
        Company pays to the holders of the Preferred Stock all
        amounts then due and owing under the Preferred Stock prior
        to or contemporaneous with the consummation of such
        transaction;

     -- directly or indirectly acquire any interest in an entity
        or joint venture, except for acquisitions involving
        aggregate consideration (whether payable in cash or
        otherwise) not to exceed $5,000,000 in the aggregate if,
        at the time of any such acquisition, the Company and its
        subsidiaries have availability for draw-downs under the
        Amended Facility in an amount equal to or exceeding
        $20,000,000 and the ratio of the aggregate indebtedness of
        the Company and its subsidiaries as of the most recent
        month end to the previous 12-month EBITDA after giving
        effect to such acquisition is less than 6:1;

     -- reclassify or recapitalize the capital stock of the
        Company, subject to certain exceptions;

     -- enter into, or permit any of the Company's subsidiaries to
        enter into, any line of business other than the lines of
        business in which those entities are currently engaged and
        other activities reasonably related thereto;

     -- enter into, amend, modify or supplement any agreement,
        commitment or arrangement with any of the Company's
        affiliates, except for customary employment arrangements
        and benefit programs on reasonable terms and except as
        otherwise expressly contemplated by the Investor Rights
        Agreement or the Purchase Agreement;

     -- create, incur, guarantee, assume or suffer to exist, any
        indebtedness, other than (A) indebtedness pursuant to the
        Amended Facility, and (B) indebtedness in an aggregate
        amount not to exceed $10,000,000, provided that such
        indebtedness is created, incurred, guaranteed, assumed or
        suffered to exist solely to satisfy the Company's and its
        subsidiaries' working capital requirements, the interest
        rate per annum applicable to such Indebtedness does not
        exceed 9% and the ratio of aggregate indebtedness of the
        Company and its subsidiaries as of the most recent month
        end to the previous 12-month EBITDA after giving effect to
        such creation, incurrence, guaranty, assumption or
        sufferance does not exceed 3:1;

     -- engage in any transaction that results in a change of
        control unless the Company pays to the holders of the
        Preferred Stock all amounts then due and owing under the
        Preferred Stock (including the premium payable in
        connection with any redemption relating to a Change of
        Control) prior to or contemporaneous with the consummation
        of such transaction;

     -- sell, lease or otherwise dispose of more than 2% of the
        consolidated assets of the Company and its Subsidiaries
        (computed on the basis of book value, determined in
        accordance with GAAP, or fair market value, determined by
        the board of directors in its reasonable good faith
        judgment) in any transaction or series of related
        transactions, other than sales of inventory in the
        ordinary course of business;

     -- make any amendment to or rescind any provision of the
        organization documents of the Company, increase the number
        of authorized shares of common stock or Preferred Stock or
        adversely affect or otherwise impair the rights of the
        investors under the Investor Rights Agreement and the
        terms of the Preferred Stock; or

     -- increase the size of the board of directors or create or
        change any committee of the Board.

                        Events of Defaults

It is an event of default under the Investor Rights Agreement if
the Company does not comply with the provisions of the Investor
Rights Agreement related to filing registration statements, or if
required registration statements are not declared effective in a
timely fashion, which for the initial registration statement is
within 180 days of the Closing if reviewed by the SEC, or within
90 days if not reviewed.  It is also an event of default if,
subject to any applicable cure periods, the Company does not
comply with the other covenants and agreements.

Upon the occurrence of an event of default, the Company is
obligated, at the election of the holders of a majority of shares
issuable pursuant to the Warrant and the Registrable Securities,
to pay an amount equal to 2.0% of the aggregate fair market value
of the Warrant Shares that are issuable or that are issued and
outstanding for each 30-day period the event of default continues.
Events of default that continue for three months, subject to
certain exceptions for events outside of the control of the
Company and any limitations in the Amended Facility, will give the
holders of the Warrant or the Warrant Shares the ability to cause
the Company to repurchase the Warrant or such Warrant Shares at
their fair market value, as defined in the Investor Rights
Agreement.

                              Warrant

At Closing, the Company issued the Warrant to Trailer Investments.
The Warrant is immediately exercisable at $0.01 per share for
24,762,636 newly issued shares of common stock representing 44.21%
of the issued and outstanding common stock of the Company on
August 3, 2009, after giving effect to the issuance of the shares
underlying the Warrant, subject to upward adjustment to maintain
that percentage if currently outstanding options are exercised.
The number of shares of common stock subject to the Warrant is
also subject to upward adjustment to an amount equivalent to
49.99% of the issued and outstanding common stock of the Company
outstanding immediately after the Closing after giving effect to
the issuance of the shares underlying the Warrant in specified
circumstances where the Company loses its ability to utilize its
net operating loss carryforwards, including as a result of a
stockholder of the Company acquiring greater than 5% of the
outstanding common stock of the Company.  The Warrant may be
exercised for cash or may be converted into common stock under a
customary "cashless exercise" fixture based upon the trading price
of the common stock at the time of exercise.  The Warrant also
contains customary anti-dilution adjustment features for stock
splits and the like as well as future issuances of stock or
derivative securities that have sale or exercise prices below the
then current market price or $0.54.

                            Directors

On July 30, 2009 the Company's board of directors appointed Thomas
J. Maloney, Michael J. Lyons, Vineet Pruthi, James G. Binch and
Andrew C. Boynton -- the Initial Investor Directors -- to the
board of directors effective as of the Closing.  Effective as of
the Closing, Messrs. Maloney and Lyons joined the board of
directors' nominating and corporate governance committee, and
Messrs. Maloney, Lyons, Binch and Pruthi joined the compensation
committee.  The Initial Investor Directors, except for Mr.
Boynton, are all principals of Lincolnshire: Mr. Maloney is
President, Messrs. Lyon and Pruthi are Senior Managing Directors
and Mr. Binch is a Managing Director.  Mr. Boynton is the dean of
Boston College's Carroll School of Management.  In their
capacities with Lincolnshire each has a material interest in the
transactions between the Company and Lincolnshire, which involved
an investment of $35 million by Lincolnshire in the Company.  Each
of Messrs. Maloney, Lyons, Pruthi and Binch disclaim beneficial
ownership of the Preferred Stock and the Warrant, and the rights
associated therewith, except to the extent of their respective
pecuniary interests.

The Initial Investor Directors are entitled to reimbursement of
reasonable expenses incurred for their service on the board of
directors but are not entitled to any compensation from the
Company.

In connection with the appointment to the board of directors of
the Initial Investor Directors and pursuant to its obligations
under the Investor Rights Agreement, on July 30, 2009, the board
of directors adopted an indemnification agreement.

On July 30, 2009, the board of directors amended Section 3.2.1. of
the Company's Amended and Restated Bylaws to increase the maximum
size of the board of directors from nine to twelve.

Wabash also reports that each non-employee director of the board,
as part of the director compensation to be paid by the Company for
2009, was granted on May 14, 2009, 32,374 shares of unrestricted
common stock of the Company for an aggregate grant of 194,244
shares, pursuant to the Company's 2007 Omnibus Incentive Plan.
The Omnibus Plan limits grants of unrestricted stock awards in an
aggregate amount of up to 5% of the number of shares of stock
available for issuance under the Plan.

Wabash relates that in July 2009, the Company discovered that the
May 14, 2009 grant to non-employee directors exceeded the 5%
limitation by 118,440 shares, or 19,740 shares per non-employee
director, and as such, these shares were void.  In response, and
in consideration of the 2009 compensation for service on the board
of directors, on July 30, 2009, the board of directors approved
providing each non-employee director the right to receive, at the
election of such non-employee director, either (i) 19,740 shares
of the common stock of the Company or (ii) a cash amount
equivalent to the product of (1) the closing price of the
Company's common stock on the New York Stock Exchange on the
business day after the respective election is received by the
Company and (2) 19,740.  Accordingly, up to an aggregate of
118,440 shares will be issued to members of the board of directors
in reliance on Section 4(2) under the Securities Act in a
transaction not involving a public offering.

                          Waiver Agreement

On April 1, 2009, events of default occurred under Wabash's loan
and security agreement, which included: the Company's failure to
deliver audited financial statements for fiscal year 2008 by
March 31, 2009; that the report of the Company's independent
registered public accounting firm accompanying the Company's
audited financial statements for fiscal year 2008 included an
explanatory paragraph with respect to the Company's ability to
continue as a going concern; the Company's failure to deliver
prompt written notification of name changes of subsidiaries; the
Company's failure to have a minimum fixed charge coverage ratio of
1.1:1.0 when the available borrowing capacity under the Revolving
Facility is below $30 million; and, the Company requesting loans
under the Revolving Facility during the existence of a default or
event of default under the Revolving Facility.

On July 17, 2009, the Company entered into a Third Amended and
Restated Loan and Security Agreement with its lenders, effective
August 3, 2009, with a maturity date of August 3, 2012.  The
lenders waived certain events of default that had occurred under
the previous credit facility and waived the right to receive
default interest during the time the events of default had
continued.

Bank of America, N.A., a Rhode Island corporation, serves as agent
for the Lenders.

                       About Wabash National

Headquartered in Lafayette, Indiana, Wabash National Corporation
is one of the leading manufacturers of semi-trailers in North
America.  Established in 1985, the company specializes in the
design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The company operates two wholly owned
subsidiaries; Transcraft (R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WABASH NATIONAL: Lenders Amend Loan Facility, Waive Defaults
------------------------------------------------------------
Wabash National Corporation reports that on July 17, 2009, it
entered into a Third Amended and Restated Loan and Security
Agreement with its lenders, effective August 3, 2009, with a
maturity date of August 3, 2012.  The Amended Facility has a
capacity of $100 million, subject to a borrowing base, and
borrowings outstanding totaled $25.5 million at August 3, 2009.
The lenders waived certain events of default that had occurred
under the previous credit facility and waived the right to receive
default interest during the time the events of default had
continued.

The Company entered into the Revolving Facility in March 2007.  As
amended, the Revolving Facility had a capacity of $200 million,
subject to a borrowing base, with a maturity date of March 6,
2012.  Bank of America, N.A., a Rhode Island corporation, serves
as agent for the Lenders.

On April 1, 2009, events of default occurred under Wabash's loan
and security agreement, which permitted the lenders to increase
the interest on the outstanding principal by 2%, to cause an
acceleration of the maturity of borrowings, to restrict advances,
and to terminate the Revolving Facility.  The events of default
under the Revolving Facility included: the Company's failure to
deliver audited financial statements for fiscal year 2008 by
March 31, 2009; that the report of the Company's independent
registered public accounting firm accompanying the Company's
audited financial statements for fiscal year 2008 included an
explanatory paragraph with respect to the Company's ability to
continue as a going concern; the Company's failure to deliver
prompt written notification of name changes of subsidiaries; the
Company's failure to have a minimum fixed charge coverage ratio of
1.1:1.0 when the available borrowing capacity under the Revolving
Facility is below $30 million; and, the Company requesting loans
under the Revolving Facility during the existence of a default or
event of default under the Revolving Facility.

Wabash has reported a net loss of $17.9 million, or $0.59 per
diluted share, for the second quarter of 2009 on net sales of
$86 million.  For the same quarter last year, the Company has
reported a net loss of $3.2 million, or $0.11 per diluted share.
Second quarter new trailer sales totaled 3,200 units, which
represents a 60% decline from the prior year period.

At June 30, 2009, Wabash had $253.1 million in total assets;
$72.6 million in total current liabilities, $62.3 million in
long-term debt, $4.63 million in capital lease obligation,
$3.50 million in other noncurrent liabilities and contingencies;
and $109.9 million in stockholders' equity.

"We face significant uncertainty regarding the demand for trailers
during the current economic environment," Wabash said in a
regulatory filing with the Securities and Exchange Commission.

According to the most recent A.C.T. Research Company, LLC,
estimates, total trailer industry shipments for 2009 are
expected to be down 48% from 2008 to approximately 76,000
units.  By product type, ACT is estimating that van trailer
shipments will be down approximately 51% in 2009 compared to
2008.  ACT is forecasting that platform trailer shipments
will decline approximately 39% and dump trailer shipments will
fall approximately 40% in 2009.  For 2010, ACT estimates that
shipments will grow approximately 76% to a total of 134,000
units.  The biggest concerns for 2009 relate to the global
economy, especially credit markets, as well as the continued
decline in housing and construction-related markets in the U.S.

"Management's expectation is that the trailer industry will remain
challenging throughout 2009 and, as a result, we will incur net
losses in 2009, which will further reduce our stockholders'
equity," Wabash said.

"We believe we are well-positioned for long-term growth in the
industry because: (1) our core customers are among the dominant
participants in the trucking industry; (2) our DuraPlate(R)
trailer continues to have increased market acceptance; (3) our
focus is on developing solutions that reduce our customers'
trailer maintenance costs; and (4) we expect some expansion of our
presence into the mid-market carriers.

"Pricing will be difficult in 2009 due to weak demand and fierce
competitive activity.  Raw material and component costs are
expected to decline relative to their highs in the fourth quarter
of 2008.  As has been our policy, we will endeavor to pass along
raw material and component price increases to our customers.  We
have a focus on continuing to develop innovative new products that
both add value to our customers' operations and allow us to
continue to differentiate our products from the competition in
order to return to profitability," Wabash said in the filing.

A full-text copy of Wabash's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?40f6

                       About Wabash National

Headquartered in Lafayette, Indiana, Wabash National Corporation
is one of the leading manufacturers of semi-trailers in North
America.  Established in 1985, the company specializes in the
design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The company operates two wholly owned
subsidiaries; Transcraft (R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WASHINGTON MUTUAL: Rejects Computer Sciences, et al., Pacts
-----------------------------------------------------------
At the behest of Washington Mutual Inc. and its affiliates, Judge
Mary Walrath authorized the Debtors to reject five contracts
effective June 9, 2009, without prejudice to the right of JPMorgan
Chase Bank, N.A., to contest any claims asserted by parties-in-
interest with respect to the Rejected Contracts.

The Rejected Contracts are:

  Counterparty                      Title of Agreement
  ------------                      ------------------
  Computer Sciences Corporation,    License Agreement dated
  f/k/a Hogan Systems, Inc.         June 15, 2009, between Hogan
                                    Hogan Systems, Inc. and Wamu
                                    Bank

  Concur Technologies, Inc.         ASP Services Agreement dated
                                    as of February 23, 2001

  Fair Isaac Corporation            Software License Agreement
                                    with WaMu last signed on
                                    July 1, 2004

  Intervoice-Brite, Inc.            RealCare Agreement last
                                    signed January 20, 1989,
                                    with WaMu as amended on
                                    May 24, 2000

  Microsoft Licensing, GP           Enterprise Agreement No.
                                    01E64313 with WaMu,
                                    Effective January 1, 2005

Judge Mary Walrath also authorized Washington Mutual Inc. and its
affiliates to reject 10 agreements with these counterparties
effective June 22, 2009:

  Counterparty                      Title of Agreement
  ------------                      ------------------
  CA, Inc. f/k/a                    Master Software License
  Computer Associates, Inc.         Agreement on June 30, 2004

  CA, Inc. f/k/a                    Master Services Agreement
  Computer Associates, Inc.         Agreement on July 8, 2003

  CA, Inc.                          Education Services Agreement
                                    and Order Form dated
                                    November 30, 2007

  Jacobs Pine Consulting, Inc.      Consulting Services
                                    Agreement dated October 3,
                                    2007

  Oracle USA Inc.,                  Software End User License
  as successor-in-interest          and Services Agreement dated
  to PeopleSoft USA, Inc.           September 2, 1994

  BMC Software Distribution, Inc.   Master License Agreement
                                    dated September 15, 2005

  CGI Technologies                  Proprietary Software License
  and Solutions, Inc.               and Maintenance Agreement
                                    dated September 25, 1989

  CGI Technologies                  Proprietary Software License
  and Solutions, Inc.               Agreement dated Nov. 13,
                                    2002

  Kana Communications, Inc.         Software License Agreement
                                    dated February 29, 2000

  PCI Services, Inc. - DE           Master Software License and
                                    Services Agreement dated
                                    August 31, 2005

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho, and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WESTWALL PARTNERS: Case Summary 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Westwall Partners, LLC
        P.O. BOX 3465
        AVON, CO 81620

Bankruptcy Case No.: 09-25917

Chapter 11 Petition Date: August 4, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Garry R. Appel, Esq.
                  1917 Market St., Suite A
                  Denver, CO 80202
                  Tel: (303) 297-9800
                  Email: appelg@appellucas.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 5 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cob09-25917.pdf

The petition was signed by Dan L. Fitchett Jr.


WHC LLC: U.S. Trustee Sets Meeting of Creditors for August 25
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in WHC, LLC's Chapter 11 case on August 25, 2009, at 10:30 a.m.
The meeting will be held at the Office of the U.S. Trustee Meeting
Room, Suite 102, Phoenix, Arizona.

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

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

Phoenix, Arizona-based WHC, LLC, operates a real estate business.
The Company filed for Chapter 11 on July 22, 2009 (Bankr. D. Ariz.
Case No. 09-17092).  Thomas G. Luikens, Esq., at Ayers & Brown,
P.C., represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed total assets of $20,332,320 and total
debts of $15,611,702.


WINDSOR CENTURY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Windsor Century Plaza, LLC
        2701 E. Camelback Road, Suite 175
        Phoenix, AZ 85016

Case No.: 09-18571

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: August 5, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Michael W. Carmel, Esq.
            80 E. Columbus Ave
            Phoenix, AZ 85012-4965
            Tel: (602) 264-4965
            Fax: (602) 277-0144
            Email: michael@mcarmellaw.com

Total Assets: $19,000,000

Total Debts: $45,465,186

The petition was signed by Douglas J. Edgelow, the company's
manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
M & I Thunderbird Bank                           $23,000,000
c/o Brian Sirower, Esq.                          SECURED VALUE:
Quarles & Brady LLP                              $19,000,000
One Renaissance Two N.
Central Ave.
Phoenix, AZ 85004-2391

Summit Builders                                  $1,580,279
3333 E Camelback RD
Suite 122
Phoenix, AZ 85018

Heritage                                         $432,799
2501 West Phelps Road
Phoenix, AZ 85023

Windsor Field                                    $119,208
Services LLC

Equus Development                                $115,646
Corporation

Arizona Wholesale                                $104,728
Appliances

Windsor Commercial                               $99,834
Const. LLC

Kone Inc                                         $76,639

Gasser Development                               $67,372

Benchmark Cabinetry LLC                          $65,682

Zepada Painting                                  $52,060

Marlam Industries                                $47,688

USA Plumbing West Inc                            $44,091

Phoenix City Treasurer                           $40,430

Electronic Security                              $39,752
Concepts

Speedy Gonzalez                                  $38,146
Construction

AZ Custom Designs LLC                            $37,057

Northside Lighting & Fan                         $31,914

Blue Star Electric Inc                           $30,435

Construction Protective                          $28,683
Serv.


WILLIAM BLINCOE: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William P. Blincoe, III
        130 Carrick Bend Lane
        Boca Grande, FL 33921

Case No.: 09-41691

Chapter 11 Petition Date: August 4, 2009

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

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

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

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

The petition was signed by William P. Blincoe, III.

Debtor's List of 8 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Bryan Bank and Trust           Estate Lot-            $1,446,684
9971 Ford Avenue               McAllister Landing     ($1,300,000
Richmond Hill, GA 31324        Ford Plantation 3       secured)
                               Acres and Marina Lot-
                               Marina 12 Ford
                               Plantation - Total
                               value of two
                               properties
                               $1,900,000

Citi Cards                     Credit Card            $22,062

G&W Motorwerkes, Ltd.          Repair Bill            $15,632

HSBC Card Services-GM          Credit Card            $15,806
Card

McIntosh State Bank            Farm Equipment-        $77,747
                               Debtor owns a 1/3      ($75,000
                               interest of this       secured)
                               $75,000 equipment

Southland Florida              Loan                   $64,354
Properties, Inc.

Thomas A. Bucher               1993-AC-Roadster       $90,000
                               Cobra- 21,000 Miles   &nb