TCR_Public/090721.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 21, 2009, Vol. 13, No. 200

                            Headlines

ABITIBIBOWATER INC: Proposes Ordinary Claims Settlement Procedures
ABITIBIBOWATER INC: Schedules of Assets and Liabilities
ABITIBIBOWATER INC: Statement of Financial Affairs
ABITIBIBOWATER INC: Wants Lease Decision Deadline Moved to Aug. 14
ABITIBIBOWATER INC: Wants Plan Filing Deadline Moved to Dec. 14

ABITIBIBOWATER INC: Wants Removal Period Extended Through Nov. 12
ADVANTA CORP: To Issue $500 Mil. in RediReserve Certificates
ADVANTA CORP: S&P Withdraws 'CCC' Counterparty Credit Rating
AGT CRUNCH: Signs Pact to Sell Health Club in Smithtown, NY
AMERICAN COMMUNITY: Court Approves Carl Marks as Fin'l Advisor

AMERICAN COMMUNITY: Court OKs Blank Rome as Committee Counsel
AMERICAN COMMUNITY: NachmanHays Retained as Panel Advisor
AMERICAN INT'L: Completes Sale of Mexican Finance Operations
AMERICAN INT'L: Shortlists Bidders for Taiwan Life Insurance Unit
AMERICAN SAFETY: Moody's Gives Negative Outlook; Keeps 'B2' Rating

APPALACHIAN OIL: Asks $200,000 Increase in Greystone DIP Facility
ARIES MARITIME: Gets Commitment from Markin for $145MM Notes
ARVINMERITOR INC: To Supply Drivetrain Components to Chinese Firm
ASHLEY GLEN: Douglas Weiland Wants to Sell Project to Mercantile
ATLANTIS SYSTEMS: TSX Delists Stock Effective August 11

BASIN WATER: Receives Delisting Notice from Nasdaq
BB&T CORPORATION: Fitch Cuts Individual Rating to 'B'
BEARD CO: Files Documents Presented at Shareholders' Meeting
BEARINGPOINT INC: Signs Deal to Sell EMEA Practice for US$69MM
BERNARD MADOFF: Windels Hiring to Pursue Avoidance Claims Approved

BIOPURE CORP: Won't Appeal Nasdaq Delisting
BRAVO HEALTH: S&P Gives Positive Outlook; Affirms 'B' Rating
CALTEX HOLDINGS: Can Use Cash Collateral of NewStar Until Aug 8
CALTEX HOLDINGS: Files Schedules of Assets and Liabilities
CAPITAL GROWTH: ACF Forbearance Period Expired July 17

CCS MEDICAL: Court Extends Schedules Filing Until September 8
CCS MEDICAL: Proposes Young Conaway as Bankruptcy Co-Counsel
CCS MEDICAL: U.S. Trustee Sets Meeting of Creditors for August 21
CCS MEDICAL: Court Approves Epiq Bankruptcy as Claims Agent
CCS MEDICAL: Plan Offers "Gift" for Unsecured Creditors

CCS MEDICAL: Taps Alvarez & Marsal as Restructuring Advisor
CCS MEDICAL: Wants to Hire Willkie Farr as Bankruptcy Co-Counsel
CHARTER COMM: Asks for Oct. 23 to Decide on Leases
CHARTER COMM: Creditors Proposes Huron as Financial Advisor
CHARTER COMM: HSBC Bank Wary Plan Does Not Cure Defaults

CHARTER COMM: Jenkinsburg City Withdraws Claim
CHARTER COMM: Law Debenture Asks Allen to Testify at Plan Hearing
CHARTER COMM: Majority of Voting Creditors Favor Plan
CHARTER COMM: Prepetition Lenders File Sealed Plan Objections
CHARTER COMM: SEC Objects to Plan; Balk at Non-Debtor Discharge

CHARTER COMM: Wants Plan Exclusivity Until November 22
CISTERA NETWORKS: March 31 Balance Sheet Upside-Down by $1.9MM
CIT GROUP: Obtains $3 Bil. Facility; Adopts Recapitalization Plan
CIT GROUP: NRF Welcomes Deal with Bondholders to Avoid Bankruptcy
CIT GROUP: Fitch Puts Ratings on Six Trusts Under Analysis

CITIGROUP INC: Clients Seek to Bar Fund From New Investments
CITIGROUP INC: Reports $4.3BB Q2 Net Income Due to $6.7BB Gain
CITIGROUP INC: Weak Q2 Earnings Won't Affect S&P's Ratings
COOPER-STANDARD: Gets Default Waiver Until August 14
COYOTES HOCKEY: Another Bidder Willing to Keep Team in Glendale

CREATIVE LOAFING: Lays Off Senior Editor Eric Snider
CRUSADER ENERGY: Has Approved Bonus Program for Executives
CRUSADER ENERGY: Sued for Equitable Lien on Leases
DAYTON SUPERIOR: Court Establishes August 25 Claims Bar Date
DECODE GENETICS: Nasdaq Reinstates Listing of Common Stock

DRYSHIPS INC: To Release Q2 2009 Results on July 30
DUANE READE: Expects 6.1% Rise in Net Sales for June 27 Quarter
ECLIPS ENERGY: Randall N. Drake, CPA Raises Going Concern Doubt
EDDIE BAUER: Golden Gate's $286-Mil. All Cash Bid Wins Auction
EDISON MISSION: Downgraded by S&P 2 Notches to B

ELBIT VISION: Brightman Almagor Expresses Going Concern Doubt
ENERJEX RESOURCES: March 31 Balance Sheet Upside-Down by $3.7MM
EPIX PHARMACEUTICALS: Throws In Towel; to Wind Down Operations
EXCO RESOURCES: Moody's Reviews 'B2' Corporate Rating for Upgrade
FLEETWOOD ENTERPRISES: AIP Completes $53MM Acquisition of RV Biz

FREEGOLD VENTURES: Defaults on US$2.25 Million Tiomin Loan
FULTON HOMES: Monthly Sales Increased Since March 2009
GEORGIA GULF: Extends Private Debt Exchange Offers to July 23
GOLFERS' WAREHOUSE: Worldwide Golf Sale Hearing Set for Aug. 5
GREAT CIRCLE: Court Confirms Reorganization Plan

GREEN PLANET: Semple Marchal Raises Going Concern Doubt
HAWAIIAN TELCOM: Court Denies Plan Exclusivity Extension
HAWAIIAN TELCOM: D. Lamm Wants Payment of $10MM Admin. Claim
HAWAIIAN TELCOM: May Use Cash Collateral Until August 31
HAWAIIAN TELCOM: Seeks to Expand Deloitte's Services

HAWAIIAN TELCOM: To Assert Confidentiality of Some Plan Documents
HEAVY LEASING: Case Summary & 16 Largest Unsecured Creditors
HUNTSMAN CORP: S&P Affirms 'B' Corporate Credit Ratings
HYDROGENICS CORP: Offers to Acquire Algonquin Power Income Fund
INTEST CORP: Posts $2.7MM Net Loss in Quarter Ended March 31

ISCO INT'L: Unsecured Creditors & Stockholders May Get Nothing
JUNIOR BOILES: Case Summary & 20 Largest Unsecured Creditors
LANDSOURCE COMMUNITIES: Plan Confirmed; To Emerge as Newhall
LANG HOLDINGS: Files for Chapter 11; Quick Sale Required
LANG HOLDINGS: Case Summary & 30 Largest Unsecured Creditors

LAUTH INVESTMENT: Taps Kirkland & AlixPartners for Restructuring
LEAR CORP: Employs Curtis Mallet-Prevost as Conflicts Counsel
LEAR CORP: Hires Brooks as Counsel for IP Matters
LEAR CORP: Hires Kurtzman Carson Consultants as Claims Agent
LEAR CORP: Proposes Management Incentive Plan

LEAR CORP: Sec. 341 Meeting of Creditors Set for September 1
LEAR CORP: U.S. Trustee Appoints Unsecured Creditors Committee
LOMBARD PUBLIC: S&P Cuts Rating on $53.995 Million Bonds to 'B+'
LUNA INNOVATIONS: Hansen Verdict Forces Chapter 11 Filing
LUNA INNOVATIONS: Bankruptcy Cues Nasdaq Delisting Notice

LUNA TECHNOLOGIES: Files Chapter 11 After $36 Million Verdict
LYONDELL CHEMICAL: Court Approves Reliance Nat'l Settlement
LYONDELL CHEMICAL: Court OKs Entry Into City Gen. Settlement
LYONDELL CHEMICAL: Court OKs Entry Into Surety Bond Agreements
LYONDELL CHEMICAL: Gets Court Nod for Lubrizol Corp. Settlement

LYONDELL CHEMICAL: LyondellBasell Reports 1st Quarter Results
LYONDELL CHEMICAL: Parent Amends & Assumes Undertaking Pact
LYONDELL CHEMICAL: Seeks to Lift Stay to Reject Biolab Pact
LYONDELL CHEMICAL: Solutia Wants Equistar to Comply with Order
MAGNA ENTERTAINMENT: Panel Can Hire Faskens Martineau as Counsel

MANDALAY MEDIA: SingerLewak LLP Raises Going Concern Doubt
MARCHFIRST INC: 7th Cir. Says Faxing Proofs of Claim Not Valid
MARYLAND ECONOMIC: Moody's Reviews 'Ba2' Rating on Revenue Bonds
MERCEDES HOMES: Files Chapter 11 Plan; Sees Sept. 30 Exit
MERIDIAN CO: December 31 Balance Sheet Upside-Down by $4.6 Million

METALDYNE CORPORATION: Wants Powertrain Auction Moved to Aug. 5
MIDWAY GAMES: Pays Mark Thomas $4.7MM from Warner Sale Proceeds
MOORE-HANDLEY INC: Files for Bankruptcy Due to CIT Woes
MORTGAGE GUARANTY: Moody's Reviews 'Ba2' Insurance Strength Rating
MTM TECHNOLOGIES: McGladrey & Pullen Raises Going Concern Doubt

NATASHA DREMLYUGA: Case Summary & 9 Largest Unsecured Creditors
NAVIGATORS GROUP: S&P Assigns 'BB+' Preferred Stock Ratings
NEW FRONTIER: Posts $1 Million Net Loss in Quarter Ended May 31
NEWPAGE CORP: Seeks Loan Amendment; to Hold Notes Offering
NORANDA ALUMINUM: To Receive $23.625MM Settlement From 3 Insurers

NORTEL NETWORKS: Customers Laud Avaya Acquisition
NORTEL NETWORKS: RIM Says It Was Shut Out from Bidding for Assets
NORTEL NETWORKS: To Sell Enterprise Solutions to Avaya for $475MM
NORTEL NETWORKS: PBGC to Take Over Underfunded Pension Plans
NPS PHARMACEUTICALS: Board Elects Colin Broom as Director

NV BROADCASTING: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
OPUS WEST: To Seek Final Approval of Cash Use on July 24
PANDA ETHANOL: Stockholders Approve Liquidation Plan
PATIENT SAFETY: Files Amendment to 2008 Annual Report
PEREGRINE PHARMACEUTICALS: Posts $16.5MM Net Loss in Fiscal 2009

PETTERS COMPANY: Founder Gets 42-Day Delay in Fraud Trial
PHOENIX FOOTWEAR: Closes Tandy Deal; Wrangler Brand Goes Too
PHOENIX FOOTWEAR: Forbearance Period Extended; Has Hired Advisors
PHYSICAL THERAPY AND FITNESS: Voluntary Chapter 11 Case Summary
PILGRIM'S PRIDE: Assumes Railcar Lease with CIT Group

PILGRIM'S PRIDE: Proposes to Reject 699 Contract-Grower Contracts
PILGRIM'S PRIDE: Seeks to Sell Titus/Camp Property for $5.5 Mil.
PILGRIM'S PRIDE: Transfers Trademarks to New Oxford
PILGRIM'S PRIDE: Wants to Esimate FLSA Claims At $55,000,000
PITTSBURGH CORNING: Slated for January 2010 Confirmation

POWER EFFICIENCY: Files Form 424B3 to Register 59,687,619 Shares
POWERMATE CORP: Deadline to Remove Actions Extended to October 8
POWERMATE CORP: Inks Settlement Agreement with Northern Tool
POWERMATE CORP: Wants Plan Filing Period Extended to September 17
PRIMEDIA INC: To Issue Q2 Results on Aug. 6; Gets Loan Amendments

PROTEIN SCIENCES: Wants Dismissal of Involuntary Chapter 7
PROVIDENT ROYALTIES: Court Appoints Roossien as Chapter 11 Trustee
PUEBLO BUILDING: Case Summary & 20 Largest Unsecured Creditors
QIMONDA NA: U.S. Trustee Opposes Pre-Approved Break-up Fees
QUANTUM CORP: To Hold Annual Shareholders' Meeting on August 19

QUEBECOR WORLD: Makes Post-Confirmation Plan Amendments
QUEBECOR WORLD: Stipulations Taxing Authorities
QUEBECOR WORLD: To Issue $75 Mil. 10% Sr. Notes Pursuant to Plan
QUEBECOR WORLD: To Postpone Shareholders Meeting to May 2010
RATHGIBSON INC: Court Sets Deadlines for Proof of Claim Filing

RATHGIBSON INC: Wants Court Approval to Employ Professionals
RATHGIBSON INC: Sec. 341(a) Meeting of Creditors on Aug. 20
REGAL ENTERTAINMENT: Sells $400MM of 2019 Notes to Credit Suisse
RELIANCE INTERMEDIATE: S&P Rates $250 Million Notes at 'BB-'
RHODES COS: Court Approves Mediation With Creditors

SAN FELICIANO: Files Schedules of Assets and Liabilities
SAN FELICIANO: Taps SulmeyerKupetz as Bankruptcy Counsel
SBARRO INC: Moody's Affirms 'Ca' Corporate Family Rating
SAN FELICIANO: Section 341(a) Meeting Set for August 11
SAN PATRICIO: 7th Cir. Declines to Use Mootness to Dismiss Deal

SEAL CORP: Says 96.4% of Subscription Rights Were Exercised
SEALY CORP: Inks Indenture Regarding Issuance of $177MM 2016 Notes
SEARS HOLDINGS: S&P Withdraws 'BB+' Rating on $4 Billion Facility
SEMGROUP LP: Agree to End Litigation with Catsimatidis
SENCORP: Wynnchurch Capital Closes $41MM Deal to Acquires Assets

SINCLAIR BROADCAST: Unlikely to Enter Chapter 11, Analyst Says
SINOBIOMED INC: To Acquire Healthcare Consumables Maker in China
SYNCORA GUARANTEE: Completes Restructuring; Fixes $4BB Deficit
ST LAWRENCE HOMES: Has August 20 Confirmation Hearing
SUN-TIMES MEDIA: Fails to Make Payments to Five Pension Plans

SYNTAX-BRILLIAN: Liquidating Plan Takes Effect
TERRA NOSTRA: Debt-for-Equity Swap Selected; Plan Confirmed
TH PROPERTIES: Gets Court OK to Obtain Financing From Hyperion
THREE RIVERS: Files for Chapter 11 Bankruptcy Protection
TITLEMAX HOLDINGS: Wants Plan Filing Period Extended to Dec. 18

TONGLI PHARMACEUTICALS: Earns $2 Million in Year Ended March 31
TRAVELPORT LLC: S&P Raises Corporate Credit Rating to 'B-'
TRIBUNE CO: To Assume 54 Advertising Sales Agreements
TRIBUNE CO: Assumes 36 Syndicated Program Pacts With CBS
TRIBUNE CO: Court Extends Removal Period to November 3

TRIBUNE CO: Foundations Oppose Committee Examination
TRIBUNE CO: Hires Dow Lohnes as Regulatory Counsel
TRIBUNE CO: Warren Beatty Oppose Videotaped Deposition
TVI CORP: Wants Exclusive Filing Period Extended to August 31
TVI CORP: Can Employ Houlihan Smith as Valuation Expert

US SHIPPING: Court Approves Settlement With Blackstone & Cerberus
VALUE CITY: Taps Storch Amini to Litigate Preference Claims
VIA PHARMACEUTICALS: Receives Non-Compliance Notice From NASDAQ
VISTEON CORP: Committee Proposes Ashby & Geddes as Counsel
VISTEON CORP: Committee Proposes Brown Rudnick as Counsel

VISTEON CORP: Court Approves Adequate Protection for Term Lenders
VISTEON CORP: Court Approves Visteon Village Leases with GE Co.
VISTEON CORP: GM, & Ford Oppose Key Employee Incentive Plan
VISTEON CORP: GM & Union Oppose Severance & Retention Programs
VISTEON CORP: Has Court Nod on Use of Cash Until July 30

VIVAKOR INC: March 31 Balance Sheet Upside-Down by $111,667
WABASH NATIONAL: Gets $35 Mil. Capital Infusion From Lincolnshire
WALDEN RESERVE: Unsec. Creditors Won't Get Anything Under Plan
WASHINGTON MUTUAL: Fitch Affirms Primary Servicer Ratings
WATERGATE HOTEL: Set for Auction After Owner Defaults

WCI COMMUNITIES: May Send Bankruptcy Plan to Creditors for Voting
WESTMORELAND COAL: Unit to Pay $1.3 Million Settlement to MMS
WILTON HOLDINGS: 2 Creditors File Involuntary Ch. 11 Petition
WOODSIDE GROUP: Denies JPMorgan's Motion to Appoint Ch 11 Trustee
WOODSIDE GROUP: Alameda, Liberty Liquidate; Others to Reorganize

YELLOWSTONE CLUB: CrossHarbor Capital Completes Acquisition

* Sixth Circuit Approves `Nunc Pro Tunc' Conversion
* One in 84 American Homes in Foreclosure or Default
* 59% of Restructuring Experts Suggest Bankruptcy Code Reform

* Compensation for Top General Counsel Continues to Increase
* Recession Grinding to a Halt, Federal Reserve and BoJ Say
* Former GM Counsel Osborne Returns to Jenner & Block

* S&P's Year-To-Date Tally of Defaulted Issuers Now 4x 2008's
* S&P Expects to 2010 to Produce Lowest Auto Sales in Decades
* Spec-Grade Market Set to Face Tough Second-Half, Says S&P

* Large Companies With Insolvent Balance Sheets

                            *********


ABITIBIBOWATER INC: Proposes Ordinary Claims Settlement Procedures
------------------------------------------------------------------
In the ordinary course of business, AbitibiBowater Inc. and its
affiliates face a variety of threatened and actual litigation,
including insurance disputes, relating to labor and employment
issues, commercial disputes, real and personal property disputes,
personal injury claims and environmental liabilities.

By this motion, the Debtors seek ask the Court approve their
proposed expedited procedures for settling routine disputes with
respect to Ordinary Course Claims.  Specifically, the Debtors ask
Judge Carey to allow them to settle:

  (a) prepetition Ordinary Course Claims, which Claims will be
      deemed allowed for purposes of these Chapter 11 cases and
      will not be subject to distributions prior to confirmation
      a plan of reorganization in the Debtors' cases; and

  (b) postpetition Ordinary Course Claims and make payments in
      satisfaction of those Claims.

The Debtors propose that with respect to each proposed settlement
of either a Prepetition or Postpetition Claim for a settlement
amount equal to or less than $200,000, the Debtors will be
authorized to finalize and consummate the Settlement without
providing advance notice to any party-in-interest and without the
need for further Court authorization.

The Debtors will file with the Court a written report no later
than 30 days after the end of each calendar quarter -- beginning
with the calendar quarter ending on December 31, 2009 --
describing the material terms of any Proposed Settlement that has
been agreed during the preceding calendar quarter.

The Debtors will provide a written notice of a Proposed
Settlement with a settlement amount greater than $200,000 but
less than or equal to $1,000,000, which will be served to (i) the
Office of the U.S. Trustee for the District of Delaware; (ii)
counsel to the Creditors Committee; (iii) counsel to the agents
for the Debtors' prepetition secured bank facilities; (iv)
counsel to the agent for the Debtors' postpetition lenders; (v)
counsel to the agent for the Debtors' securitization facility;
and (vi) the Monitor appointed in the Canadian Proceedings prior
to the effective date of the Proposed Settlement.

The Notice Parties may object to the Proposed Settlement within
10 days after mailing of the Notice.  Absent any objection, the
Debtors may consummate the Proposed Settlement without further
Court order.

With respect to any Proposed Settlement with a Settlement Amount
greater than $1,000,000, the Debtors will file a motion seeking
the approval of that Settlement pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

The CCAA Applicants will also seek approval of all Proposed
Settlements in the Canadian Proceedings.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, asserts that the creation of streamlined
procedures contemplates the settlement of Ordinary Course Claims
in an efficient manner that will minimize administrative expenses
and potential delays.  The Settlement Procedures, he adds, will
also promote the efficient and timely resolution of both
Prepetition Claims and Postpetition Claims while minimizing the
administrative burdens for the Debtors and their estates; and
encourage the resolution of Ordinary Course Claims on terms
favorable to the Debtors.

Judge Carey will convene a hearing on August 4, 2009, to consider
the Debtors' request.  Objections, if any, must be filed by
July 28.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Schedules of Assets and Liabilities
-------------------------------------------------------
A.   Real Property                                             $0

B.   Personal Property
B.1  Cash on hand                                               0
B.2  Bank Accounts                                              0
B.3  Security Deposit                                           0
B.4  Household goods                                            0
B.5  Book, artwork and collectibles                             0
B.6  Wearing apparel                                            0
B.7  Furs and jewelry                                           0
B.8  Firearms and other equipment                               0
B.9  Insurance Policies                                         0
B.10 Annuities                                                  0
B.11 Interests in an education IRA                              0
B.12 Interests in IRA, ERISA, Keogh, et al.                     0
B.13 Stock and Interests
      100% Equity Interest in AbitibiBowater US 1        Unknown
      100% Equity Interest in Bowater Inc.               Unknown
      100% Equity Interest in AbitibiBowater Holding           -
      100% Equity Interest in Bowater Newsprint South          -
      100% Equity Interest in Abitibi-Consolidated Inc.  Unknown
B.14 Interests in partnerships & joint venture                  0
B.15 Government and corporate bonds                             0
B.16 Accounts Receivable
      Intercompany notes & interest receivable, net  375,959,162
B.17 Alimony                                                    0
B.18 Other Liquidated Debts Owing Debtor                        0
B.19 Equitable or future interests                              0
B.20 Contingent and non-contingent interests                    0
B.21 Other Contingent and Unliquidated Claims
      Government of Canada                               Unknown
      The Levin Group                                    Unknown
B.22 Patents                                                    0
B.23 Licenses, franchises & other intangibles                   0
B.24 Customer lists or other compilations                       0
B.25 Vehicles                                                   0
B.26 Boats, motors and accessories                              0
B.27 Aircraft and accessories                                   0
B.28 Office Equipment                                           0
B.29 Machinery, equipment and supplies in business              0
B.30 Inventory                                                  0
B.31 Animals                                                    0
B.32 Crops                                                      0
B.33 Farming equipment and implements                           0
B.34 Farm supplies, chemicals and feed                          0
B.35 Other Personal Property
      Accounts Payable with Debit Balances                     0
      Long-term Pension Assets                                 0
      Prepaid Expenses & Other Current Assets            329,570

      TOTAL SCHEDULED ASSETS                        $376,288,732
      ==========================================================

C.   Property Claimed as Exempt                                 -

D.   Creditors Holding Secured Claims
      Andritz Inc.                                       Unknown
      Associates Leasing (Canada) Ltd.                   Unknown
      Caterpillar Financial Services                     Unknown
      J&L Fiber Services                                 Unknown
      J&L Fiber Services, Inc.                           Unknown
      Mayer Electric Supply Co., Inc.                    Unknown
      MB Financial Bank, N.A.                            Unknown
      Praxair Canada Inc.                                Unknown
      Wachovia Bank, National Association           $204,000,000
      Wachovia Bank, National Association             68,500,000

E.   Creditors Holding Unsecured Priority Claims                -

F.   Creditors Holding Unsecured Non-priority Claims
      Law Debenture Trust Company of New York        277,000,000
      Others                                                   0

      TOTAL SCHEDULED LIABILITIES                   $549,000,000
      ==========================================================

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Statement of Financial Affairs
--------------------------------------------------
William G. Harvey, AbitibiBowater Inc.'s senior vice president
and chief financial officer, reports that AbitibiBowater, Inc.,
received income from its business operations during the two years
immediately preceding the Petition Date, in these gross amounts:

     Source                           Amount
     ------                        --------------
     Year-To-Date 2009 Sales       $1,121,877,693
     Year Ended 2008 Sales         $6,374,990,507
     Year Ended 2007 Sales         $3,603,505,289

Other than from the operation of its businesses, the Company's
generated interest income in these amounts:

     Source                           Amount
     ------                        --------------
     Year-To-Date 2009                $11,395,842
     Year Ended 2008                  $34,250,004

No payments were made to creditors of AbitibiBowater Inc. within
the 90 days immediately preceding the Petition Date, according to
Mr. Harvey.

Within one year to the Petition Date, the Company made payments,
withdrawals and distributions to these insiders on account of
director fees, expense reimbursements, salary gross payments,
severance and other compensation:

    Insider                         Total Amount Paid
    -------                         -----------------
    Various U.S. officers                  $6,133,007
    U.S. Board of Directors                   496,827
    Various Canada officers                 3,676,104
    Canada Board of Directors                 304,219
    McCormick, William                        356,463
    Nash, Gaynor                              311,250
    Weaver, John                            5,970,576
    Wharton, Darryl                           361,564
    Wolfe, Colin                            1,128,170

Within one year to the Petition Date, AbitibiBowater, Inc.,
became a party to a pending proceeding captioned CEP v.
AbitibiBowater (Dalhousie) relating to the termination of
participation on pension plans.

The Company also made payments or property transfers to these
parties for consultation concerning debt consolidation, relief
under the bankruptcy law or preparation of the Chapter 11
Petition within one year immediately preceding the Petition Date:

  Insider                              Amount/Value of Property
  -------                              ------------------------
  BMO Nesbitt Burns                             $2,517,990
  Troutman Sanders LLP                           2,120,544
  Stikeman Elliott                               1,970,527
  Bracewell & Giuliani LLP                       1,957,537
  The Boston Consulting Group                    1,615,702
  Paul, Weiss, Rifkind, Wharton & Garrison       1,347,425
  Blackstone Advisory                              902,222
  GE Capital Corp.                                 775,000
  Deloitte Tax LLP                                 693,901
  FTI Consulting                                   508,647
  Barclays Bank                                    315,950
  Debevoise & Plimpton LLP                         303,372
  Ernst & Young                                    257,165
  Mayer Brown LLP                                  221,165
  Ogilvy Renault LLP                                62,396
  Epiq Bankruptcy Solutions                         52,570
  Bowne                                             30,651
  Young Conaway Stargatt & Taylor                   12,474

According to Mr. Harvey, within two years to the Petition Date,
AbitibiBowater Inc. transferred to Bowater Incorporated
contribution of a Term Promissory Note dated as of May 12, 2008,
in an original principal amount of $650,000,000.  The Note was
pledged to Wachovia Bank, National Association, as administrative
agent under Bowater's prepetition credit agreement.

The Company was a partner or owned 5% or more of the voting or
equity securities of AbitibiBowater US 1 Holding Corp.,
AbitibiBowater US Holding LLC, Abitibi-Consolidated Inc., Bowater
Incorporated and Bowater Newsprint South LLC within the six years
immediately preceding the Petition Date.

Mr. Harvey states that within six years to the Petition Date,
these individuals kept or supervised the keeping of books of
account and records of AbitibiBowater Inc.:

      * Alain Quenneville
      * Cassandra Price
      * Jocelyn Pepin
      * Joehl Ihrig
      * Joseph Johnson
      * William Harvey

As of the Petition Date, Messrs. Quenneville, Ihrig, Johnson and
Harvey had possession of the Company's books and records.
PricewaterhouseCoopers LLP audited the books and records, or
prepared a financial statement for AbitibiBowater, Inc., within
two years to the Petition Date.

Officers and directors of AbitibiBowater, Inc., who hold 0% stock
ownership in the Company are:

    (1) Alain Grandmont
    (2) Allen Dea
    (3) Anthony F. Griffiths
    (4) David J. Paterson
    (5) Duane A. Owens
    (6) Gary J. Lukassen
    (7) Hon. Togo D. West
    (8) Jacques Bougie
    (9) Jacques P. Vachon
   (10) James T. Wright
   (11) John A. Rolls
   (12) John Q. Anderson
   (13) John W. Weaver
   (14) Jon Melkerson
   (15) Joseph B. Johnson
   (16) Lise LaChapelle
   (17) Paul C. Rivett
   (18) Pierre Rougeau
   (19) Richard B. Evans
   (20) Ruth R. Harkin
   (21) W. Eric Streed
   (22) William E. Davis
   (23) William G. Harvey
   (24) Yves LaFlamme

Within one year preceding the Petition Date, Thor Thorsteinson,
Messrs. Dea, Giffin and Weaver, and Ms. Owens terminated their
relationship with the Company.

The shareholders that assert stock ownership in AbitibiBowater
Inc. are:

                                             Percentage of
  Insider                                   Stock Ownership
  -------                                   ---------------
  Fairfax Financial Holding Limited              40.9%
  Lord Abbett & Co. LLC                           6.8%
  Steelhead Partners, LLC                        14.8%

AbitibiBowater Inc. has been responsible for contributing to
certain pension funds at any time within the six-year period
immediately preceding the Petition Date.  A full-text copy of the
Pension Funds is available for free at:

     http://bankrupt.com/misc/AbitibiBowaterInc_SoFA25.pdf

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Wants Lease Decision Deadline Moved to Aug. 14
------------------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code provides a debtor with
an initial 120-day period following the filing of a bankruptcy
petition in which to elect to assume or reject unexpired leases
of non-residential real property.  Accordingly, AbitibiBowater
Inc. and its affiliates' Lease Decision Period concludes on
August 14, 2009.

By this motion, the Debtors ask Judge Carey to extend the Lease
Decision Period for 90 days, through and including November 12,
2009, with respect to 20 Leases which are of critical importance
to their ongoing business, including plant, office, warehouse,
industrial and timberland leases.

The Debtors tell the Court that given their large and complex
Chapter 11 cases, they need more time to evaluate the Leases and
determine whether those Leases should ultimately be assumed or
rejected in the context of the Debtors' business plan.  An
extended Lease Decision Period will allow the Debtors to retain
maximum flexibility in restructuring their business operations.

Absent an extension of Lease Decision Period, the Debtors could
be forced to prematurely assume Leases that may later prove to be
burdensome, which could give rise to large administrative expense
claims against the estates and hamper the Debtors' ability to
successfully reorganize, according to Sean T. Greecher, Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.  In
the alternative, the Debtors could be forced to prematurely
reject certain Leases that ultimately could have benefited their
estates, Mr. Greecher points out.

Mr. Greecher asserts that the proposed extension will not unduly
prejudice counterparties to the Leases as the Debtors are
substantially complying with their postpetition obligations under
Leases, in accordance with Section 365(d)(3).

The Court will convene a hearing on August 4, 2009, to consider
approval of the Debtors' request.  Objections, if any, must be
filed by July 28.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Wants Plan Filing Deadline Moved to Dec. 14
---------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides a debtor with an
initial period to file a Chapter 11 plan 120 days after the
Petition Date.  Section 1121(c)(3) provides that, if a debtor
files a plan within the Exclusive Filing Period, then it has an
initial period of 180 days after the Petition Date to solicit
acceptances of that plan.

Accordingly, the Initial Exclusive Plan Filing and Exclusive
Solicitation Periods of AbitibiBowater Inc. and its debtor-
affiliates will expire on August 14, 2009, and October 13, 2009.

In accordance with Section 1121(d), the Debtors ask Judge Kevin
J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to extend (i) their Exclusive Plan Filing Period through
December 14, 2009, and (ii) their Exclusive Solicitation Period
through February 10, 2010.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that the Debtors have
made material progress in ensuring smooth Chapter 11 operations
and Companies' Creditors' Arrangement Act proceedings in Canada,
while continuing to develop their business strategy through
restructuring their balance sheet and rationalizing their
operations.

Specifically, Mr. Greecher says, the Debtors have focused on:

  (a) minimizing the effect of the Chapter 11 filings on their
      business operations;

  (b) obtaining postpetition financing to provide adequate
      liquidity for a successful restructuring;

  (c) transitioning into Chapter 11 and establishing procedures
      for efficiently managing their cross-border restructuring
      efforts; and

  (d) optimizing the performance of their core operations.

As the world's largest producer of newsprint by capacity, the
Debtors aver that their capital structure consists of more than
$1 billion of aggregate prepetition secured debt and more than $5
billion of aggregate unsecured debt.  In addition, the Debtors'
domestic and international operations are complex and large,
thereby requiring more time than the statutory minimum Exclusive
Periods, Mr. Greecher notes.

Mr. Greecher adds that a variety of tasks lie ahead of the
Debtors before they can propose a meaningful Chapter 11 plan,
including finalizing a comprehensive business strategy to present
to their principal stakeholders, including the Official Committee
of Unsecured Creditors and their secured prepetition and
postpetition lenders.

Mr. Greecher contends that the proposed extension of the
Exclusive Periods will not prejudice the interests of the
Debtors' creditors, as the Debtors continue to make timely
payment on their undisputed postpetition obligations.  Rather, he
avers, the proposed extension will afford parties-in-interest a
meaningful and reasonable opportunity to formulate and negotiate
a Chapter 11 plan.

Absent an extension of the Exclusive Periods, any party-in-
interest would be free to propose a plan of reorganization for
each of the Debtors, which "would foster a chaotic environment
with no central focus" and "critically impair the Debtors'
ability to achieve an effective reorganization," Mr. Greecher
says.

The Court will convene a hearing on August 4, 2009, to consider
approval of the Debtors' request.  Objections, if any, must be
filed by July 28.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Wants Removal Period Extended Through Nov. 12
-----------------------------------------------------------------
Pursuant to Rules 9006(b) and 9027 of the Federal Rules of
Bankruptcy Procedure, AbitibiBowater Inc. and its affiliates ask
the Bankruptcy Court to extend the time within which they may file
notices of removal of civil actions and proceedings in state and
federal courts to which they are or may become parties, through
and including November 12, 2009.

Pursuant to Bankruptcy Rule 9027, the Debtors' existing removal
action period for civil actions that have not been stayed
pursuant to Section 362(a) of the Bankruptcy Code expired on
July 15, 2009.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the size of the Debtors'
business enterprise, which includes entities located and
operating outside of the United States and involves multiple
debtor-affiliates in their Chapter 11 cases, and the existing
effort required to manage the Debtors' business enterprise
operations have been formidable tasks.

According to Mr. Greecher, the tasks and demands on the Debtors'
personnel and professionals give rise to a legitimate need for
additional time to review the Debtors' outstanding litigation
matters and evaluate whether those matters should be removed
pursuant to Bankruptcy Rule 9027.

Any claim or cause of action relating to the Debtors' cases will
suffer no discernible prejudice from the proposed extended
Removal Periods, Mr. Greecher reasons, because prepetition causes
of action against the Debtors are stayed by operation of the
automatic stay under Section 362(a) of the Bankruptcy Code.  The
Debtors' request is also without prejudice to any party to a
proceeding that the Debtors may ultimately seek to remove from
seeking the remand of that action under Section 1452(b) of the
Judiciary and Judicial Procedures Code at the appropriate time.

The Debtors aver that absent an extension of the Removal Period,
they would lose a potentially key element of their overall
ability to manage litigation during their Chapter 11 cases even
before that litigation would reasonably have been evaluated.

Judge Carey will convene a hearing on August 4, 2009, to consider
approval of the Debtors' request.  Objections, if any, must be
filed by July 28.

By operation of Rule 9006-2 of the Local Rules for the U.S.
Bankruptcy Court for the District of Delaware, the Debtors'
Removal Period Deadline is automatically extended until the Court
has had an opportunity to consider and act on the Debtors'
extension request.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ADVANTA CORP: To Issue $500 Mil. in RediReserve Certificates
------------------------------------------------------------
Advanta Corp. filed with the Securities and Exchange Commission a
Form S-3/A registration statement relating to its offer to issue
$500,000,000 principal amount of senior unsecured debt securities,
known as RediReserve variable rate certificates and investment
notes.

Advanta explains the RediReserve certificates and investment notes
are senior unsecured debt obligations of Advanta Corp. that will
rank equal in right of payment with existing and future unsecured
senior debt, and effectively rank junior to all secured debt of
Advanta Corp. and to all indebtedness and other liabilities of its
subsidiaries.  RediReserve certificates are non-negotiable
instruments that do not have a maturity date and pay interest at a
variable rate.

A RediReserve certificate is a demand investment that is
redeemable in whole or in part at any time at the option of the
holder.  Investment notes are non-negotiable term notes, each with
a fixed maturity date, and pay interest at a fixed rate or
variable rate, as provided in the applicable prospectus
supplement.

Advanta may offer investment notes from time to time with
maturities ranging from 91 days to ten years, at Advanta's option.
Advanta will establish interest rates for the securities offered
by the prospectus from time to time in supplements to the
prospectus.  Advanta also may vary other terms of the securities
offered by the prospectus from time to time in supplements to the
prospectus.

Unless Advanta provides otherwise in a prospectus supplement,
Advanta will sell the RediReserve certificates and the investment
notes directly through its employees.

The RediReserve certificates and the investment notes are not
investment grade.  Although the RediReserve certificates and the
investment notes are not rated by any of the rating agencies,
Advanta's unsecured corporate debt is currently rated below
investment grade by the rating agencies.  Advanta's unsecured debt
was rated CC with a negative outlook by Standard & Poor's, Caa3
with a negative outlook by Moody's Investor Services and C by
Fitch Ratings.

Advanta will not list the RediReserve certificates or the
investment notes for sale on a securities exchange.  Advanta does
not expect that any active trading market for the securities will
develop or be sustained.

An investment in the RediReserve certificates or the investment
notes involves risks.  Neither the RediReserve certificates nor
the investment notes are insured or guaranteed by any corporation,
bank or other private entity or by the Federal Deposit Insurance
Corporation or any other governmental agency.

Advanta will receive all of the proceeds from the sale of the
RediReserve certificates and the investment notes, from which
Advanta will pay underwriters' discounts and commissions, if any.

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

               http://ResearchArchives.com/t/s?3fa6

                        About Advanta Corp.

Spring House, Pennsylvania-based Advanta Corp. (NASDAQ: ADVNB;
ADVNA) -- http://www.advanta.com/-- manages one of the nation's
largest credit card portfolios (through Advanta Bank Corp.) in the
small business market.  Founded in 1951, Advanta has long been an
innovator in developing and introducing many of the marketing
techniques that are common in the financial services industry.

At March 31, 2009, the Company had $3.39 billion in total assets,
$2.97 billion in total liabilities and $427.7 million in
stockholders' equity.  The Company had $75.9 million in net loss
for the three months ended March 31, 2009, compared to net income
of $18.3 million for the same period in 2008.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Fitch Ratings downgraded the long-term Issuer Default Rating of
Advanta Corp. to 'Restricted Default' due to the initiation of a
tender offer for all $100 million of its 8.99% trust preferred
securities at 20% of face value.  Fitch considers the transaction
to be a coercive debt exchange according to its 'Coercive Debt
Exchange Criteria' (March 3, 2009).  In April 2009, Advanta
elected to defer its semi-annual interest payments on the trust
preferred securities and Fitch believes that investors who do not
participate in the tender offer could face even worse recovery
prospects in the event of liquidation.


ADVANTA CORP: S&P Withdraws 'CCC' Counterparty Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Advanta Corp., including the 'CCC' long-term
counterparty credit rating and the 'C' preferred stock rating.

The ratings were withdrawn due to a lack of market interest and in
accordance with S&P's policies and procedures.


AGT CRUNCH: Signs Pact to Sell Health Club in Smithtown, NY
-----------------------------------------------------------
AGT Crunch Acquisition LLC, doing business as Crunch Fitness, has
signed a deal to sell its fitness club in Smithtown, New York,
absent higher and better offers for the property.  The price,
subject to auction, is $225,000 plus $52,800 to cure arrears on
rent.

The Smithtown location is among the assets not part of the sale to
Angelo, Gordon & Co.  Promptly after its bankruptcy filing, AGT
Crunch said it has reached an agreement to be acquired by its
senior secured lenders, New Evolution Fitness Company and certain
investing affiliates of Angelo, Gordon & Co.  NEFC and Angelo
affiliates offered to credit bid as much as $40 million that they
are owed under various financing agreements with Crunch, instead
of paying cash.

Crunch has also reached a deal with CH Fitness with respect to a
$6 million bankruptcy loan to fund its operations as it
restructures.

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.


AMERICAN COMMUNITY: Court Approves Carl Marks as Fin'l Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
American Community Newspapers, LLC, and its affiliates permission
to employ Carl Marks as Financial Advisor, nunc pro tunc to
April 28, 2009.

Carl Marks has agreed to, among other things,

   (i) analyze the Debtors' financial and capital needs;

  (ii) review cash flow forecasts to understand and refine the
       liquidity forecast, provide ongoing updates and present
       updates to the lenders periodically as appropriate;

(iii) review existing projections, internal budget, current
       performance variances, monthly and quarterly financials;

  (iv) review the Company's overall business plan and financial
       projections, current execution to the plan;

   (v) assist with further identification of actionable
       opportunities, cost related or otherwise, intended to
       improve the Company's performance;

  (vi) assist the company in evaluating optimal capital
       structures;

(vii) communicate with the Company's creditors and stakeholders:

(viii) review, assist and develop the restructuring business plan;

  (ix) advise as to any potential strategic or financial advisors
       who would be willing to work with the Company to fund its
       restructuring plans:

   (x) assist the Company in obtaining covenant relief through
       forbearance, amendment and any other means:

  (xi) assist the Company in negotiating any debt restructuring
       proposals from creditors and terms thereof;

(xii) assist the Company is obtaining any and all forms of
       capital on terms acceptable to the Company;

(xiii) advise the Company on all strategic alternatives; including
       a sale of assets and balance sheet restructuring: and

(xiv) assist the Company in negotiations among the creditors to
       achieve consensus around the restructuring plan.

As compensation for its services, Carl Marks will receive:

    (I) Monthly Advisory Fee.  A fixed fee at the monthly rate of
        $75,000, which will be payable in advance for each monthly
        period in which the financial advisory services is
        provided;

   (II) Completion Fee. If the Debtors close on a restructuring,
        financing or transaction, a fee equal to $320,000.

A provision providing for a "limitation on CMS liability" provided
in the parties' financial advisory agreement has been stricken by
the Court.  Carl Marks will be required to apply with the Court
any request for indemnification payment.

                About American Community Newspapers

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  On May 6, 2009, the
Office of the United States Trustee appointed (i) Tembec
Industries Inc., (ii) Vision Data, and (iii) Roosevelt Paper Co to
an official committee of unsecured creditors.

When American Community filed for bankruptcy protection, it listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million.



AMERICAN COMMUNITY: Court OKs Blank Rome as Committee Counsel
-------------------------------------------------------------
The official committee of unsecured creditors in American
Community Newspapers, LLC's Chapter 11 cases obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Bank Rome LLP as its counsel, effective as of May 6, 2009.

Blank Rome will represent the Committee and perform services for
the Committee in connection with carrying out its fiduciary duties
and responsibilities under the Bankruptcy Code consistent with
section 1103(c) and other provisions of the Bankruptcy Code.

Blank Rome will charge the Debtors' estates on an hourly basis in
accordance with its ordinary and customary rates.  The primary
members of the Blank Rome engagement team for the Committee are:

                                         Rate
                                         ----
       Michael Z. Brownstein        $700.00 per hour
       Erin O. Harkiewicz           $480.00 per hour
       David W. Carickhoff          $430.00 per hour
       Stanley B. Tarr              $395.00 per hour

From time to time, other Blank Rome attorneys may be involved in
the Chapter 11 cases as needed.  Hourly rates of partners and
counsel range from $425 to $785 per hour, associates' rates range
from $245 to $485 per hour, and paralegals' rates range from $105
to $280 per hour.

Blank Rome will also charge for actual and necessary costs.

Michael Z. Brownstein, a partner at the Blank Rome, says his firm
does not hold any interest adverse to the Debtors' estates and,
while employed by the Committee, will not represent any person
having an adverse interest in connection with these cases. He
assures the Court that Blank Rome is a "disinterested person" as
such term is defined in section 101(14) of the Bankruptcy Code.

                About American Community Newspapers

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  On May 6, 2009, the
Office of the United States Trustee appointed (i) Tembec
Industries Inc., (ii) Vision Data, and (iii) Roosevelt Paper Co to
an official committee of unsecured creditors.

When American Community filed for bankruptcy protection, it listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million.



AMERICAN COMMUNITY: NachmanHays Retained as Panel Advisor
---------------------------------------------------------
The official committee of unsecured creditors in American
Community Newspapers, LLC's Chapter 11 cases obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ NachmanHaysBrownstein LLC as its financial advisor,
effective as of May 13, 2009.

The Committee seeks the employment of NHB to assist it in
evaluating the Debtors' businesses and assets during these chapter
11 cases.  The Committee seeks to retain NHB to provide financial
advisory services including, but not limited to:

   a) Reviewing and analyzing the business, management,
      operations, properties, financial condition and prospects of
      the Debtors;

   b) Determining the reasonableness of the projected performance
      of the Debtors;

   c) Monitoring, evaluating and reporting to the Committee with
      respect to the Debtors' near-term liquidity needs, material
      operational changes and related financial and operational
      issues;

   d) Assisting and procuring and assembling any necessary
      validations of asset values;

   e) Providing ongoing assistance to the Committee and the
      Committee's legal counsel in connection with the
      investigation of any potential estate claims or causes of
      action;

   f) Assisting the Committee in preparing documentation required
      in connection with supporting or opposing a sale of the
      Debtors' assets and participating in negotiations on behalf
      of the Committee with the Debtors or any group affected by a
      sale;

   g) Rendering testimony on behalf of the Committee;

   h) Providing a valuation of the assets and business of the
      Debtors and the property of the Debtors' estates;

   i) Reviewing and analyzing any inter-company claims and
      transfers between the Debtors and its non-Debtor affiliates;
      and

   j) Providing other services as requested by the Committee
      and agreed to by NHB.

The primary members of the NHB engagement team for the Committee,
are:
                                       Hourly Rate
                                       -----------
     Edward T. Gavin, CTP                $450.00
     Angela C. Phllips                   $375.00

Current hourly rates for other principals, advisors and associates
range from $275.00 to $525.00 per hour.

NHB is disinterested as that term is defined under 11 U.S.C. Sec.
101(14) and has no connection with, and holds no interest adverse
to, the Debtors, their estates, their creditors, or any party in
interest in the Chapter 11 cases.

                About American Community Newspapers

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  On May 6, 2009, the
Office of the United States Trustee appointed (i) Tembec
Industries Inc., (ii) Vision Data, and (iii) Roosevelt Paper Co to
an official committee of unsecured creditors.

When American Community filed for bankruptcy protection, it listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million.


AMERICAN INT'L: Completes Sale of Mexican Finance Operations
------------------------------------------------------------
American International Group, Inc., has closed the sale of its
consumer finance operations in Mexico, consisting of AIG
Universal, S.A. de C.V., SOFOM E.N.R. and Markcenter Services, S.
de R.L. de C.V, to Desarrollo de Negocios Integrados, S.A. de
C.V., and Inversiones DNI, S.A. de C.V., companies related to
Afirme Grupo Financiero and Consorcio Villacero.

Terms of the transaction were not disclosed.

"This sale continues the momentum of AIG's restructuring efforts,"
said Alain Karaoglan, Senior Vice President -- Divestiture.  "We
are pleased with the progress that we are making with the
disposition of our global consumer finance businesses."

UBS Investment Bank acted as financial advisor to AIG on this
transaction.

                 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: Shortlists Bidders for Taiwan Life Insurance Unit
-----------------------------------------------------------------
Citing people familiar with the matter, Amy Or and Rick Carew at
The Wall Street Journal report that American International Group
Inc. has shortlisted at least seven bidders to buy its Taiwan life
insurance unit for about $2 billion.

According to WSJ, the sources said that Taiwan's financial
regulator told the private-equity companies -- Bain Capital LLC,
Carlyle Group, Primus Financial Holdings Ltd. and MBK Partners
Ltd. -- to form partnerships with either Chinatrust Financial
Holding Co. or Fubon Financial Holding Co., if they are to win the
bidding for Nan Shan Life Insurance Co.  Citing the sources, the
report states that Cathay Financial Holding Co. can bid on its
own.

Taiwan Financial Supervisory Commission secretary general Lu Ting-
chieh said that the regulator hadn't banned private-equity funds
from bidding on their own, but the commission will evaluate the
bidders' experience in insurance and their plans for Nan Shan
before approving a deal, WSJ relates.

                 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 SAFETY: Moody's Gives Negative Outlook; Keeps 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service revised American Safety Razor Company's
ratings outlook to negative from stable due to the company's
weaker than expected financial performance and Moody's
expectations for limited headroom under its bank financial
covenants.  As part of this action, ASR's B2 corporate family
rating, the B1 ratings on its first lien senior secured credit
facilities, and the B3 rating on its second lien term loan were
affirmed.

The outlook revision reflects the company's weaker than expected
financial performance due to the challenging economic environment,
which has adversely impacted sales volumes of certain product
lines.  Additionally, the outlook revision reflects Moody's view
that headroom under the financial maintenance covenants contained
in its bank credit agreement will be very limited over the near to
medium-term given step-downs.  To the extent ASR is not able to
repay debt or increase EBITDA as planned, Moody's believes that
ASR would be challenged to maintain compliance with its financial
maintenance covenants, which could affect its ability to access
the revolver and constrain its liquidity profile.  Notwithstanding
these concerns, the affirmation of ASR's CFR reflects Moody's
expectation that the company will continue to generate improved
levels of free cash flow, which would be used to repay
indebtedness.

These ratings were affirmed:

  -- Corporate Family Rating at B2;

  -- Probability-of-Default Rating at B2;

  -- $35 million 1st Lien Revolving Credit Facility due 2012 at
     B1.  Point estimate revised to (LGD3, 36%) from (LGD3, 38%);

  -- $225 million 1st Lien Term Loan due 2013 at B1.  Point
     estimate revised to (LGD3, 36%) from (LGD3, 38%);

  -- $175 million 2nd Lien Term Loan due 2014 at B3 (LGD4, 58%).

The last rating action on ASR was on September 21, 2006, when
Moody's assigned a Probability of Default rating of B2, upgraded
the ratings on the first lien senior secured credit facilities to
B1 from B2, and upgraded the rating on the second lien senior
secured term loan to B3 from Caa1 as per Moody's loss given
default methodology.

Headquartered in Cedar Knolls, New Jersey, American Safety Razor
Company is a designer, manufacturer and marketer of brand name and
private-label consumer and industrial products.  Its principal
products include wet shaving blades and industrial blades.  In
July 2006, ASR was acquired by Lion Capital, a UK-based private
equity firm for $625 million.  ASR is a 100% owned direct
subsidiary of RSA Holdings Corporation of Delaware.  Moody's
analysis is based on consolidated financial statements issued by
RSA.  ASR reported revenues of $348 million for the last twelve
month period ended April 4, 2009.


APPALACHIAN OIL: Asks $200,000 Increase in Greystone DIP Facility
-----------------------------------------------------------------
Appalachian Oil Co. and Greystone Business Credit II, L.L.C., have
requested the U.S. Bankruptcy Court for the Eastern District of
Tennessee for authorization to increase the maximum amount
allowable to be borrowed under the postpetition financing
arrangement that Greystone agreed to provide to Appalachian Oil
from $3,150,000 to $3,350,000, to fund continuing operations of
the Debtor.

Greystone has agreed to advance up to $200,000 more in additional
funds to the Debtor, provided that it is prepaid these additional
advances prior to the repayment of any other sums to be received
from the anticipated dale of the Debtor's business.

The Debtor asks the Court to amend the terms of the order
approving the compromise and settlement among the Debtor, the
Official Committee of Unsecured Creditors, Greystone, former
shareholders and landlords, to reflect modifications to the
formula of the division of the net proceeds of the sale of the
Debtor's assets.  There will be carved out from Greystone's liens
and claims to the net sale proceeds from the sale of the assets of
the Debtor's estate for the benefit of general unsecured
reditors, the following amounts:

A. $250,000 of the first proceeds in excess of $4,200,000 of the
   net sale proceeds paid to Greystone;

B. 5% of all net sale proceeds in excess of $4,450,000 until net
   sale proceeds of $8 million are reached;

C. 10% of all net sale proceeds in excess of $8 million until net
   sale proceeds of $10 million are reached; and

D. 5% of all net proceeds in excess of $10 million.

                    About Appalachian Oil

Bountville, Tennessee-based Appalachian Oil Co. is a fuel
distributor and operator of 60 convenience stores.  It has
22.5 million-gallon terminal serving customers in six states.

Titan Global Holdings purchased Appco in September 2007.  Appco
operates 55 stores in Northeast Tennessee, Southwest Virginia, and
Southeast Kentucky.

Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee on
February 9, 2009 (Case No. 09-50259).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, represents the
Debtor as counsel.  In its petition, the Debtor listed assets
between $10 million and $50 million and the same range of debt.

The Company's creditors with the biggest unsecured claims are BP
Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent
Oil Co., owed $1.6 million.


ARIES MARITIME: Gets Commitment from Markin for $145MM Notes
------------------------------------------------------------
Aries Maritime Transport Limited has entered into a commitment
letter with Investment Bank of Greece, a member of the Marfin
Popular Bank Group, to fully underwrite $145.0 million aggregate
principal amount of 7% Senior Unsecured Convertible Notes due 2014
related to the Company's non-binding letter of intent for
acquisition of control by Grandunion, Inc.  Net proceeds from the
Notes are expected to be used primarily to fund vessel
acquisitions and partially repay existing indebtedness.

On June 24, 2009, Aries Maritime signed a non-binding letter of
intent with Grandunion, Inc., a company controlled by Nicholas
Fistes and Michael Zolotas, that contemplates, among other things,
the acquisition of three Capesize drybulk carriers with an
approximate net asset value of $36.0 million in exchange for
15,977,778 newly issued shares of the Company and a change of
control of the Company's board of directors.  The commitment
letter is contingent, among other things, on entering into
definitive agreements with Grandunion, Inc., and amendments to
Aries' existing credit facility.  There is no assurance that the
Company will enter into these definitive agreements.

Jeff Parry, Chief Executive Officer of Aries Maritime, commented,
"We are pleased to have entered into a commitment letter to fully
underwrite the $145 million in principal amount of the Notes.
This financing represents a critical step forward with respect to
our strategic transaction with Grandunion.  As we continue to make
important progress towards entering definitive agreements,
management remains focused on improving the operational
performance and financial strength of our Company."

                           Going Concern

As reported by the Troubled Company Reporter on July 8, 2009,
Aries Maritime said the audit report of the Company's independent
registered public accounting firm, PricewaterhouseCoopers S.A.,
included in the Company's Form 20-F filed with the U.S. Securities
and Exchange Commission contains an explanatory paragraph which
notes that there are specific factors which raise substantial
doubt about the Company's ability to continue as a going concern.
These factors include the Company's 2008 and 2007 net losses and a
previously announced re-classification of long term debt due to
its inability to meet certain financial covenants under its
revolving credit facility.

Aries Maritime is currently in negotiations with its lenders to
obtain waivers for certain financial covenants.  The Company has
plans in place to improve the performance and financial strength
of the Company.  These plans primarily relate to the reduction of
expenses, possible sales of vessels and the potential addition of
assets to enhance future cash earnings.

At March 31, 2009, the Company had US$309,426,000 in total assets
and US$248,010,000 in total liabilities.

                       About Aries Maritime

Aries Maritime Transport Limited (NASDAQ: RAMS) is an
international shipping company that owns and operates products
tankers and container vessels.  The Company's products tanker
fleet consists of five MR tankers and four Panamax tankers, all of
which are double-hulled.  The Company also owns a fleet of two
container vessels with a capacity of 2,917 TEU per vessel.  Five
of the Company's 11 vessels are secured on period charters.
Charters for two of the Company's products tanker vessels
currently have profit-sharing components.


ARVINMERITOR INC: To Supply Drivetrain Components to Chinese Firm
-----------------------------------------------------------------
ArvinMeritor, Inc., has signed a strategic partnership with Yutong
Group Co., Ltd. to supply drivetrain components for buses and
coaches in China.

"We are proud to partner with Yutong, the largest producer of
high-end buses and coaches in the China market," said Tim Bowes,
vice president and managing director of Asia Pacific for
ArvinMeritor.  "We believe this new business will strengthen the
existing partnership we have with Yutong, as well as expand
ArvinMeritor's presence in Asia."

In addition to supplying premium non-drive and drive axles to
Yutong, ArvinMeritor will now manufacture differential carriers
and brake calipers at its facility in Wuxi, China, for application
on Yutong's axles.  The final product will be assembled at
Yutong's plant in Zhenzhou, China.  Production is expected to
begin at the end of 2009.  "We will build the carriers and air
disc brakes in our Wuxi plant utilizing local suppliers," said Mr.
Bowes.  "We plan to continue to demonstrate our commitment to the
China market by localizing the manufacturing of our products to
meet the needs of our domestic customers."

As part of this partnership, ArvinMeritor and Yutong will also
sell and distribute standard aftermarket service kits for its
products.

                        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.  The company 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 posted a net loss of $47 million for the three months
ended March 31, 2009, on sales of $1.11 billion.  The Company had
$2.87 billion in total assets; $1.29 billion in current
liabilities, $1.37 billion in long-term debt, $654 million in
retirement benefit obligations, $272 million in other liabilities,
and $50 million in minority interests, resulting in $769 million
in shareowners' equity.

As reported by the Troubled Company Reporter on May 14, 2009,
ArvinMeritor Inc. said in a regulatory filing with the Securities
and Exchange Commission that it is possible the company may be
required to obtain an amendment to the senior secured credit
facility and its U.S. securitization facility by the end of its
third fiscal quarter to allow additional flexibility under the
senior secured debt to EBITDA covenant contained therein and, in
the absence of a waiver, to prevent a default under such
facilities.  If amendments or waivers are not necessary before the
end of the third quarter, it is increasingly likely that the
company will require them prior to the end of the fiscal year.

As reported by the TCR on June 11, 2009, Fitch Ratings kept
ArvinMeritor's ratings on Watch Negative (IDR 'CCC'); (Secured
'B') and (Senior unsecured 'CC') as a result of Chrysler's and
General Motors' bankruptcies.


ASHLEY GLEN: Douglas Weiland Wants to Sell Project to Mercantile
----------------------------------------------------------------
Laura Kinsler at The Tampa Tribune reports that developer Douglas
Weiland wants to sell his Ashley Glen LLC project to Mercantile
Bank.  According to Tribune, Mr. Weiland outlined the proposed
sale in his Chapter 11 reorganization plan.

Tampa Tribune relates that Mercantile Bank initiated foreclosure
proceedings against Mr. Weiland's projects in February 2009 after
he missed two mortgage payments.  Selling or transferring Ashley
Glen's assets to Mercantile Bank would satisfy the debt for all
three projects, allowing the developer to maintain control of
Summit View and Riverwood Estates, the report states, citing
Mr. Weiland's attorney.

Mr. Weiland said in court documents that Ashley Glen is worth more
than $37 million, based on an appraisal done in May 2009.
According to Tampa Tribune, Mr. Weiland has a contract to sell
43 acres at Ashley Glen to an apartment developer for $9 million.

Matt Lucas, an attorney representing two creditors in the
bankruptcy case, is pessimistic about the deal, Tampa Tribune
states.  "The last thing anyone wants right now is vacant land in
Florida," the report quoted him as saying.

Tampa Tribune reports that Mr. Lucas has accused Mr. Weiland and
his development company of defrauding his client, WDG
Construction, the general contractor at Riverwood Estates.  WDG,
according to Tampa Tribune, accused Mr. Weiland of illegally
transferring millions in bond money from the Riverwood project to
his development company to subsidize other failing projects.

Tampa Tribune states that Riverwood's community development
district issued $14.2 million in tax-free bonds that are in
default.  Mr. Weiland, Tampa Tribune relates, said that he shifted
$4.6 million of bond money to Riverwood LLC.  Court documents say
that Mr. Weiland also paid $1.5 million in 2007 to Summit View for
fill dirt that never was supplied.

Every contractor who did work at Riverwood has sued for
nonpayment, Tampa Tribune states.

Ashley Glen LLC is a 260-acre mixed-use project planned for the
northeast intersection of State Road 54 and the Suncoast Parkway
in Pasco County.  The Company and two affiliates filed for Chapter
11 bankruptcy protection on June 25, 2009 (Bankr. M.D. Fla. Case
No. 09-13611).  Alberto F Gomez, Jr., Esq., who has an office in
Tampa, Florida, assists the Debtors in their restructuring
efforts.  Ashley Glen listed $10 million to $50 million in assets
and $10 million to $50 million in debts.


ATLANTIS SYSTEMS: TSX Delists Stock Effective August 11
-------------------------------------------------------
Atlantis Systems Corp. reports that on July 13, 2009, the TSX
announced they will be de-listing AIQ stock effective August 11,
2009.  This means that as of that date AIQ stock will no longer be
traded on the TSX.

Atlantis Systems has been under de-listing review since December
2008 and has been able to get two extensions on the strength of
the activities that have been undertaken and plans that are in
place.

"Unfortunately, we have reached the maximum extension period that
the TSX allows.  This decision has no impact on our operational
plans.  Management is actively pursuing applications for a listing
on an alternative exchange and expects to achieve this prior to
the TSX de-listing deadline," the Company says.

                      About Atlantis Systems

Atlantis Systems (CA:AIQ) -- http://www.atlantissi.com/-- uses
its core capabilities in simulation-aided design and engineering
and e-learning, combined with various technology tools, to help
customers in military aviation, civil aviation and nuclear energy
ensure the feasibility, capability, and effective utilization of
their complex assets.


BASIN WATER: Receives Delisting Notice from Nasdaq
--------------------------------------------------
Basin Water, Inc., received on July 16, 2009, notice from the
Nasdaq Stock Market that it has determined that the Company's
common stock will be delisted from the Nasdaq Stock Market as a
result of the Company's Chapter 11 bankruptcy protection filing.

The notification advises the Company that, in accordance with
Listing Rules 5100, 5110(b) and IM 5100-1, unless the Company
appeals the delisting determination, trading of the Company's
common stock will be suspended at the opening of business on
July 27, 2009.  At that time, unless appealed, the Nasdaq Stock
Market will file a Form 25-NSE with the Securities and Exchange
Commission, which will remove the Company's securities from
listing and registration on the Nasdaq Stock Market.  The
notification listed the Company's bankruptcy filing as the primary
reason for the determination to delist the Company's common stock.
The Company does not intend to request an appeal of this
determination and therefore trading of the Company's common stock
will be suspended at the opening of business on July 27, 2009.

On July 16, 2009, the Company initiated voluntary proceedings
under Chapter 11 to pursue a sale of the business.  The Company
has entered into an asset purchase or "stalking horse" agreement
with an affiliate of Amplio group to buy the Company's assets,
subject to an auction and Bankruptcy Court approval.

                         About Basin Water

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


BB&T CORPORATION: Fitch Cuts Individual Rating to 'B'
-----------------------------------------------------
Fitch Ratings has downgraded the long-term and short-term Issuer
Default Ratings of BB&T Corporation and its bank subsidiary,
Branch Banking & Trust Company, to 'A+' from 'AA-' and to 'F1'
from 'F1+', respectively.  Fitch has removed BB&T's ratings from
Rating Watch Negative, which they were placed on May 15, 2009, as
part of Fitch's review of the major U.S. banks, which commenced on
May 7, 2009.  The Rating Outlook is Negative.  A complete list of
ratings follows at the end of this release.

The downgrade reflects that BB&T's financial profile will continue
to be challenged by the current credit environment.  Fitch expects
that the deteriorating economic environment will increase credit
issues across various portions of BB&T's consumer and commercial
loan portfolios, many that have performed well to date.  In
particular, the company's commercial real estate portfolio,
centered in the southeastern U.S., which has experienced minimal
credit issues, is expected to generate higher loss rates in the
future.  Further, it is anticipated that BB&T's residential
acquisition, development, and construction portfolio, as well as
its mortgage and home equity portfolios will experience increased
pressure, as stress in the housing market becomes more prevalent
across the company's footprint.  Given Fitch's expectation of
continued credit deterioration, asset quality and earnings
performance will likely trend below historical norms.  As such,
Fitch has also downgraded the company's Individual rating to 'B'.
Fitch believes the 'B' Individual rating better reflects BB&T's
standalone financial profile, which denotes a bank with strong
fundamentals and a sound capital cushion, but earnings and credit
volatility is moderately higher than what is expected of those
companies with Individual ratings of 'A/B' or higher.

While Fitch expects the company's credit and performance metrics
to trend lower, BB&T will likely continue to compare well to many
of its peers.  Further, the company's current ratings are
supported by the strength of the company's significant regional
franchise and its sustained credit fundamentals despite the
difficult credit environment.  BB&T's liquidity position is good
and its sizeable branch network provides a healthy source of core
funding.  The company's capital position is considered sound and
was augmented by the recently completed common stock issuance of
$1.7 billion, which allowed BB&T to repay its $3.1 billion in
preferred stock issued to the U.S. Treasury as part of its capital
purchase program.  BB&T was not required to raise capital, as the
Federal Reserve's Supervisory Capital Assessment Program stress
test indicated that the company had a sufficient capital buffer
under a more adverse economic scenario.

The Negative Outlook considers the prospect that the current
negative trends in asset quality and earnings performance could
materially worsen given Fitch's expectation of higher loss rates
across various loan categories, particularly commercial real
estate.  Should BB&T's credit quality deteriorate substantially,
this could lead to a further downgrade of the company's ratings.
That said, BB&T's conservative underwriting and highly granular
loan portfolio should contain credit deterioration, with problem
assets and credit losses expected to remain at manageable levels.
Furthermore, while Fitch has concerns about the company's real
estate exposure, BB&T's combined residential ADC and commercial
real estate portfolios, at approximately 20% of the loan book, are
not substantially larger than its peers.

Fitch has also widened the notching on BB&T's outstanding hybrid
equity.  As discussed in Fitch's press release, 'Expectations for
Higher Loan Losses Driving U.S. Bank Ratings Review', dated May 7,
2009, an analysis of the notching between IDRs and hybrid equity
instruments has been underway.  Considering the deeply
subordinated nature of these instruments and their loss absorption
characteristics, as well as the existence of more senior
subordinated obligations, Fitch believes it was prudent to widen
the notching on BB&T's hybrid instruments.  Fitch has already
taken similar action on a number of other issuers.

BB&T is among the largest banking companies in the U.S. with over
$140 billion in assets and 1,500 branches, spanning the Southeast
and Mid-Atlantic States.  The company's operations also include a
sizeable insurance agency franchise, as well as an investment
banking company and a national finance company.

Fitch has downgraded these ratings:

BB&T Corporation

  -- Long-term IDR to 'A+' from 'AA-'; Outlook Negative;
  -- Short-term IDR to 'F1' from 'F1+';
  -- Senior debt to 'A+' from 'AA-';
  -- Subordinated debt to 'A' from 'A+';
  -- Short-term debt to 'F1' from 'F1+';
  -- Individual to 'B' from 'A/B'.

Branch Banking & Trust Company

  -- Long-term IDR to 'A+' from 'AA-'; Outlook Negative;
  -- Short-term IDR to 'F1' from 'F1+';
  -- Subordinated debt to 'A' from 'A+';
  -- Short-term debt to 'F1' from 'F1+';
  -- Long-term deposits to 'AA-' from 'AA';
  -- Individual to 'B' from 'A/B'.

BB&T Financial, FSB

  -- Long-term IDR to 'A+' from 'AA-'; Outlook Negative;
  -- Short-term IDR to 'F1' from 'F1+';
  -- Individual to 'B' from 'A/B'.

BB&T Capital Trust I
BB&T Capital Trust II
BB&T Capital Trust IV
BB&T Capital Trust V

  -- Preferred Stock to 'A-' from 'A+'.

Fitch has affirmed these ratings:

BB&T Corporation

  -- Support at '5';
  -- Support Floor at 'NF'.

Branch Banking & Trust Company

  -- Short-Term deposit at 'F1+';
  -- Support at '4';
  -- Support Floor at 'B'.

BB&T Financial, FSB

  -- Support at '4';
  -- Support Floor at 'B'.


BEARD CO: Files Documents Presented at Shareholders' Meeting
------------------------------------------------------------
At its Annual Meeting of Shareholders held on July 9, 2009, The
Beard Company made a Power Point presentation.  Included therein
were two slides depicting the recent significant improvement in
the Company's financial condition.

The first slide contained comparative balance sheets showing the
change in the Company's condition between December 31, 2008, and
May 31, 2009.  During the period (i) cash and cash equivalents
increased $2,390,000; (ii) net property, plant and equipment
decreased by only $242,000, reflecting the sale of the Company's
remaining interest in the McElmo Dome CO2 field which was sold for
$5,200,000; (iii) total debt decreased $1,247,000; and (iv)
shareholders' equity (deficiency) increased $4,236,000, from
$(3,012.000) to $1,224,000.

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

               http://ResearchArchives.com/t/s?3f96

The second slide included selected financial data which reflects
the strong improvement in certain elements of the Company's
financial performance between December 31, 2007, and May 31, 2009.
Of particular note during the period were: (i) the improved
earnings trend; (ii) the $10,409,000 increase in shareholders'
equity; (iii) the $6,500,000 reduction in total debt; (iv) the
951% increase in Market Capitalization; and (v) the $5,280,000
increase in working capital.

A full-text copy of the slide is available at no charge at
http://ResearchArchives.com/t/s?3f97

In response to several questions at the Shareholders' Meeting
concerning the current activities of Geohedral, LLC, the Chairman
read a prepared statement.  In his remarks, the Chairman noted
that Geohedral is in the middle of a $1,800,000 cash call from its
Members to give it the necessary funds to move forward on its
mineral exploration and development project in southeastern
Alaska.

A full-text copy of his statement is available at no charge at:

               http://ResearchArchives.com/t/s?3f98

                      About The Beard Company

Based in Oklahoma City, Oklahoma, The Beard Company (OTCBB: BRCO)
creates, acquires, or invests in businesses that management
believes have high growth or above-average profit potential and
can enhance shareholder value.  The Company will from now on be
involved in oil and gas activities; coal reclamation activities;
and minerals exploration and development through its Geohedral
investment.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2008,
Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended December 31, 2007, and 2006.  Cole & Reed pointed
to the company's recurring losses and negative cash flows from
operations.

The Beard Company's consolidated balance sheet at March 31, 2009,
showed $1,672,000 in total assets; $2,102,000 in total current
liabilities, $420,000 in long-term debt, $2,250,000 in long-term
debt for related entities, and $169,000 in other long-term
liabilities.


BEARINGPOINT INC: Signs Deal to Sell EMEA Practice for US$69MM
--------------------------------------------------------------
BearingPoint, Inc., has entered into a definitive agreement with
its European management team for the sale of the Company's Europe,
Middle East and Africa practice for an aggregate purchase price of
approximately US$69 million in total consideration.

Under the terms of this agreement, BearingPoint's EMEA practice
will become a legally independent entity owned by EMEA management
and operated as one single partnership.  Peter Mockler, executive
vice president of BearingPoint EMEA, and his management team will
remain in place, providing leadership stability and continuity
that will aid in the successful transition of the practice through
this process.  In addition, the practice will continue to operate
under the BearingPoint brand and will benefit from existing brand
equity and awareness.

"We are confident that this is the best path forward for our
clients and employees," said Peter Mockler. "The EMEA leadership
team and I are dedicated to the success of the practice and remain
steadfast in our commitment to serving our clients."

This sale is expected to be completed on or before August 31,
2009, and is subject to the satisfaction of certain conditions and
bankruptcy court approval.  There can be no assurance that the
proposed sale will be approved by the Court or that the
transaction will be completed.

                             Asset Sales

As reported by the Troubled Company Reporter, contemporaneous with
their bankruptcy petitions, the Debtors filed a pre-packaged Joint
Plan of Reorganization under Chapter 11 to implement the terms of
their agreement with the secured lenders.  BearingPoint intended a
traditional reorganization by proposing to issue new stock to
unsecured creditors and holders of $690 million in subordinated
notes, pursuant to a Chapter 11 plan.

The Debtors, however, changed course and sold off their units.
PricewaterhouseCoopers LLP has purchased majority of
BearingPoint's North American Commercial Services Practice,
Bearingpoint's equity interests in a China unit for $25 million.
Deloitte LLP bought BearingPoint's North American Public Services
business for $350 million.

They have also sought permission to sell their equity interests in
BearingPoint, S.A., a subsidiary in Brazil pursuant to a Stock
Purchase Agreement dated July 9, 2009, with Computer Sciences
Corporation and CSC Brazil Holdings LLC.  BearingPoint's Brazilian
operations specialize in consulting and systems integration
services.  CSC has offered $7.9 million for the asset.

The Debtors are also seeking to sell to Eclat Consulting, LLC,
substantially all of the remaining contracts related to their
Public Service Group assets that were not included in the sale to
Deloitte LLP.  Eclat has offered to purchase the legacy contracts
for $15.1 million and to assume certain of BE's liabilities.

                      About BearingPoint Inc.

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

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

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


BERNARD MADOFF: Windels Hiring to Pursue Avoidance Claims Approved
------------------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of the business
of Bernard L. Madoff Investment Securities LLC, obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Windels Marx Lane & Mittendorf,
LLP, as special counsel, nunc pro tunc to June 9, 2009.

On April 21, 2009, the U.S. Trustee appointed Alan Nisselson as
interim trustee for the Chapter 7 case of Bernard L. Madoff.
Blumenthal & Associates Florida General Partnership, Martin
Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc
Cherno and Steven Morganstern, through their attorneys, Milberg
LLP, had filed an involuntary petition for relief under Chapter 7
against Madoff.  On June 9, the Bankruptcy Court entered an order
approving the consolidation of the Madoff estates.

Immediately upon the Chapter 7 trustee's appointment, Windels Marx
began to analyze Mr. Madoff's financial affairs and assets and to
review the status of various legal proceedings involving Mr.
Madoff.

Windels Marx, has, among other things, agreed to (i) bring actions
including, without limitation, Chapter 5 avoidance actions, with
respect to potential assets of Mr. Madoff, (ii) liquidate any
assets of Mr. Madoff, including but not limited to, any assets
turned over to the consolidated estate that may be forfeited by
the United States, and (iii) pursue litigation to recover all
assets of Mr. Madoff.

Windels Marx will be compensated at its normal hourly rates, less
a 10% discount:

         Level of Experience           Discounted Rates
         -------------------           ----------------
         Alan Nisselson (Partner)               $510
         Howard L. Simon (Partner)              $445
         Regina Griffin (Special Counsel)       $390
         Les Barr (Special Counsel)             $390
         Kim Longo (Senior Associate)           $315
         Junior to Midlevel Associates        $210-245
         Senior Paralegal                       $210
         Junior Paralegal                       $140

The firm may be reached at:

     Windels Marx
     156 West 56th Street
     New York, NY 10019

                       About Bernard 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 $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.


BIOPURE CORP: Won't Appeal Nasdaq Delisting
-------------------------------------------
Biopure Corporation has received notice from The Nasdaq Stock
Market, by letter dated July 17, 2009, that its common stock would
be delisted from Nasdaq.  The notice stated that because of
concerns raised by the Company's filing for protection under
Chapter 11 of the Bankruptcy Code, trading would be suspended at
the opening of business on July 28, 2009.

The Company does not intend to appeal this decision.

As reported by the Troubled Company Reporter, Biopure filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Massachusetts.  Biopure will continue to manage
and operate its businesses and assets during the pendency of the
bankruptcy case, subject to the supervision of the Bankruptcy
Court.

In connection with the filing Biopure entered into an agreement
with OPK Biotech LLC for the sale of substantially all of its
assets.  The sale is subject to customary closing conditions,
approval of the Bankruptcy Court and the conduct of a Bankruptcy
Court supervised auction process in which Biopure will seek
competing bids to achieve the highest price possible for its
assets.

                       Biopure Corporation

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


BRAVO HEALTH: S&P Gives Positive Outlook; Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Bravo Health Inc. to positive from stable.

Standard & Poor's also said that it affirmed its 'B' counterparty
credit and senior secured debt ratings on Bravo.

"We revised the outlook to positive because of S&P's expectation
that in the near term, the company will be able to continue its
strong earnings trend and grow statutory capital while reducing
its financial leverage," said Standard & Poor's credit analyst
Deep Banerjee.

The ratings on Bravo reflect its concentrated geographic and
product profile as well as its high financial leverage.  Favorable
offsetting factors include a good earnings profile, a good
liquidity profile, and senior management expertise.

Bravo has focused on growing its scale via organic growth and
acquisitions.  At the same time, Bravo has maintained its overall
medical loss ratio in a tight band, which has resulted in good
operating margins.

In full-year 2009, S&P expects that Bravo will report about
$1 billion-$1.2 billion of premiums, EBITDA of about $80 million-
$85 million, and an EBITDA margin (excluding realized gains and
losses) of approximately 6%-7%.  Membership likely will reach
295,000 by year-end 2009, with Medicare PDP membership driving
this growth and constituting about 225,000 of the total.

S&P expects that low federal reimbursement rates for Medicare will
weaken earnings beginning in 2010, but Bravo might be able to
offset this decline somewhat through potential cost savings
resulting from several ongoing health care and administrative cost
initiatives.

Bravo's statutory capital likely will grow, with the company
maintaining a consolidated health risk-based capital ratio of more
than 300% (authorized control level).  S&P expects that its debt
leverage will decrease to about 40%, with EBITDA interest coverage
remaining above 5x at year-end 2009.

"We could upgrade Bravo by one notch if the company's favorable
financial profile continues over the next 12 months," said Mr.
Banerjee.  "Strong revenue and earnings trend, an improving
capital position, and lower financial leverage would demonstrate
this."  Conversely, if the company were to experience unexpected
deterioration in revenue or earnings, be materially affected by
Medicare reimbursement changes in 2010, or have a significant
decline in its statutory capital, S&P likely would take a negative
rating action, such as revising the outlook back to stable.


CALTEX HOLDINGS: Can Use Cash Collateral of NewStar Until Aug 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted the Chapter 11 trustee appointed in CalTex Holdings, LP's
bankruptcy case, authorization to use cash collateral of NewStar
Financial, Inc. through the week ending August 8, 2009, to pay
actual and necessary expenses in accordance with a budget.

As of the petition date, NewStar asserts a secured debt obligation
of $21,900,000.  This obligation is secured by real estate,
consisting of buildings, roads, electrical lines, railway spurs
and access, highway access and other improvements (including about
200 heavy industrial manufacturing machines and related equipment
associated with the Debtor's former paper production process as
well as both ferrous and non-ferrous metals), which the Debtor
says is valued at not less than $55,000,000.

A further hearing regarding the Chapter 11 trustee's continued use
of cash collateral will be held on August 10, 2009, at
10:30 a.m.

CalTex Holdings LP is the owner of a 992-acre industrial
property in Houston.  CalTex Holdings LP was formed on
December 12, 2006.  Its limited partners were Sierra Mesa LLC and
Paseo Group LLC.  The general partner is CalTex Holdings GP, Inc.,
which owns a 1% limited partner interest.  Paseo owns 75% of the
stock of GP, and Sierra owns 25% of the stock of GP.

CalTex filed for Chapter 11 protection on March 20, 2009 (Bankr.
S.D. Tex. Case No. 09-31875).  H. Rey Stroube, III, Esq., and S.
Margie Venus, Esq., at Strong Pipkin Bissell & Ledyard, L.L.P.,
represent the Debtor as counsel.  The Debtor listed assets of
$50 million to $100 million and debts of $10 million to
$50 million.


CALTEX HOLDINGS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
CalTex Holdings, LP, has filed with the U.S. Bankruptcy Court for
the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $35,300,000
  B. Personal Property
      (as amended)               $31,493,516
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $29,758,890
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $648,742
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,149,697
                                 -----------      -----------
TOTAL                            $66,793,516      $31,557,329

A copy of CalTex Holdings' schedule of assets and liabilities is
available at http://bankrupt.com/misc/caltexholdings.SAL.pdf

A copy of CalTex Holdings amended Schedule B is available for free
at:

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

CalTex Holdings LP is the owner of a 992-acre industrial
property in Houston.  CalTex Holdings LP was formed on
December 12, 2006.  Its limited partners were Sierra Mesa LLC and
Paseo Group LLC.  The general partner is CalTex Holdings GP, Inc.,
which owns a 1% limited partner interest.  Paseo owns 75% of the
stock of GP, and Sierra owns 25% of the stock of GP.

CalTex filed for Chapter 11 protection on March 20, 2009 (Bankr.
S.D. Tex. Case No. 09-31875).  H. Rey Stroube, III, Esq., and S.
Margie Venus, Esq., at Strong Pipkin Bissell & Ledyard, L.L.P.,
represent the Debtor as counsel.  The Debtor listed assets of
$50 million to $100 million and debts of $10 million to
$50 million.


CAPITAL GROWTH: ACF Forbearance Period Expired July 17
------------------------------------------------------
Capital Growth Systems, Inc., reports that on July 9, 2009, the
Company and its affiliates entered into a Forbearance Agreement
dated as of July 7, with ACF CGS, L.L.C.

ACF CGS agreed to forbear from exercising its rights with respect
to the defaults specified in the agreement until July 17, 2009.

The Company remains mum on the matter.

Capital Growth on May 22 received from ACF CGS, as agent, a formal
notification of certain covenant violations that occurred and
continue to exist under its Loan Agreement dated November 19,
2008, with the Agent, and lender parties.

The Company and its subsidiaries Global Capacity Group, Inc.,
CentrePath, Inc., 20/20 Technologies, Inc., 20/20 Technologies I,
LLC, Nexvu Technologies, LLC, FNS 2007, Inc., Capital Growth
Acquisition, Inc., Vanco Direct USA, LLC, to be known as Global
Capacity Direct, LLC, and Magenta netLogic Limited, are borrowers
under the Loan Agreement.

The Borrowers have timely paid all debt service obligations under
the Loan Agreement.

Pursuant to the Forbearance Agreement, ACF CGS agreed to forbear
from exercising its rights with respect to the defaults, provided
there were no further defaults by any of the Borrowers during the
interim period and that they complied with certain enumerated
affirmative covenants, which included obligations: (i) engagement
of a mutually acceptable consultant to work with the Borrowers
with respect to financial advice and the preparation of certain
designated reports; (ii) assist in the design and implementation
of a vendor payment plan to reach settlements and deferrals with
certain of the Borrowers' vendors; (iii) provide additional
requested information to the Agent; (iv) not make payments in
excess of $50,000 to any single vendor or payments outside of the
ordinary course of business absent consent of the Agent; (v) enter
into a financing transaction requiring the infusion of additional
capital to the Company on terms acceptable to the Agent by
July 15, 2009; and (vi) provide a cash payment of $1,000,000 to be
held by the Agent (which payment has been made) and provided that
the conditions to the new financing have been timely met and there
are no other defaults with respect to the Forbearance Agreement,
the Agent has agreed to return the cash payment to the Company --
which would continue as a portion of the proceeds of the loan
funded under the Loan Agreement.

The Borrowers have agreed that the Forbearance Agreement
constitutes an additional "Loan Document" under the Loan
Agreement.  The Forbearance Agreement contemplates that from
May 1, 2009, until the date that the Agent either waives all of
the specified defaults or the parties otherwise agree, the Loan
will continue to bear interest at the default rate of interest as
specified in the Loan Agreement.  It also provides that, as of the
Effective Date, if certain specified conditions are met that the
percentage of the collection that the Borrowers receive (if any)
with respect to the account receivable with British Telecom, and
to be applied toward pay down of obligations of the Borrowers
under the Loan Agreement, shall be increased to 75%.  The
agreement also contains an acknowledgement that the $42,500
amendment fee paid by the Borrowers previously shall be in
consideration for the forbearance of the enumerated defaults
through the Effective Date, and that the Borrowers remain
obligated with respect to all reasonable fees and disbursements of
the Agent's counsel in connection with the Forbearance Agreement
or other related matters.

                           OTC Delisting

An OTCBB Delinquency Notification dated April 16, 2009, stated
that the Company was delinquent with respect to the filing of its
Annual Report on Form 10-K for the year ended December 31, 2008
and that, absent timely curing of the delinquency, securities of
the Company would not be eligible for quotation on the OTC
Bulletin Board.

On May 13, 2009, the Company filed a notice of appeal of the
outside date for the delisting qualification with the Financial
Industry Regulatory Authority.  An oral hearing was held by the
Company with FINRA as to the listing eligibility matter.  On
June 26, 2009, the Company received the notice of decision from
the hearing officer that the Company's appeal was denied.  The
decision was not called for review by the FINRA National
Adjudicatory Council pursuant to Rule 9760 and therefore the
decision is effective upon service and constitutes the final
action of FINRA with respect to the proceeding.

As a result of the determination, the Company's Common Stock is
currently ineligible for quotation on the Over the Counter
Bulletin Board.  The Company has retained independent registered
public accountants to complete the audit of its financial
statements for the year ended December 31, 2008, as well as to
review its interim financial statements for the quarter ended
March 31, 2009.

On July 2, the Company said it intends, following completion of
the audit and review, to file its Form 10-K for the year ended
December 31, 2008, and its Form 10-Q for the quarter ended
March 31, 2009, and to apply for reinstatement of quotation of its
Common Stock on the Over the Counter Bulletin Board promptly
following such filings.  During the period from delisting until
reinstatement -- if reinstatement is effected -- it is expected
that the Company's Common Stock will be subject to quotation by
broker/dealers electing to make a market in the Pink Sheets.
There can be no assurances as to when, if at all, the Company's
securities will be reinstated for trading on the Over the Counter
Bulletin Board.

                   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.


CCS MEDICAL: Court Extends Schedules Filing Until September 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware to extended
until September 8, 2009, CCS Medical, Inc., and its debtor-
affiliates' time to file their schedules of assets and liabilities
and statements of financial affairs.

Founded in 1994, CCS Medical, Inc. -- http://www.ccsmed.com/--
has become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CCS MEDICAL: Proposes Young Conaway as Bankruptcy Co-Counsel
------------------------------------------------------------
CCS Medical, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Young Conaway Stargatt & Taylor, LLP, as co-counsel.

Young Conaway will, among other things:

   -- provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business, management of their properties and sale
      of their assets;

   -- prepare and pursue confirmation of a plan and approval of a
      disclosure statement; and

   -- prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers.

Young Conaway will work with other professionals chosen to serve
in the Chapter 11 cases to ensure that there is no unnecessary
duplication of effort or cost.  The Debtors have selected (a)
Willkie Farr & Gallagher LLP as bankruptcy co-counsel; (a)
Goldman, Sachs & Co. as financial advisor and investment banker;
(c) Latham & Watkins, LLP; (d) Alvarez and Marsal North America,
LLC as restructuring advisors; and (e) Epiq Bankruptcy Solutions
as claims and noticing agent.

The hourly rates of Young Conaway's personnel are:

   Robert S. Brady, partner                $610
   Mathew B. Lunn, associate               $375
   Kara Hammond Coyle, associate           $330
   Ryan M. Bartley, associate              $260
   Dennis Mason, paralegal                 $210

Mr. Brady tells the Court that Young Conaway received a $75,000
retainer in connection with the planning and preparation of
initial documents and its proposed postpetition representation of
the Debtors.  In addition, Young Conaway received a $20,816
payment on account of fees and expenses through June 13, 2009.  A
part of the retainer was applied to the outstanding balances
existing as of the petition date.  The remainder will constitute a
general retainer for postpetition services and expenses.

Mr. Brady assures the Court that Young Conaway is a "disinterested
person" as that term is defined in Section 101(14) of the
bankruptcy Code.

Mr. Brady can be reached at:

     Young, Conaway, Stargatt & Taylor
     The Brandywine Building, 17th Floor
     1000 West Street PO Box 391
     Wilmington, DE 19899
     Tel: (302) 571-6600

                        About CCS Medical

Founded in 1994, CCS Medical, Inc. -- http://www.ccsmed.com/--
has become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.  Willkie
Farr & Gallagher LLP serves as co-counsel to the Debtors.
Goldman, Sachs & Co., serves as investment banker and Alvarez &
Marsal Healthcare Industry Group, LLC, as restructuring advisor.
Epiq Bankruptcy Solutions LLC is claims agent.


CCS MEDICAL: U.S. Trustee Sets Meeting of Creditors for August 21
-----------------------------------------------------------------
Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in CCS Medical, Inc., and its
debtor-affiliates' Chapter 11 cases on Aug. 21, 2009, at
10:00 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington, Delaware.

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

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

Founded in 1994, CCS Medical, Inc. -- http://www.ccsmed.com/--
has become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CCS MEDICAL: Court Approves Epiq Bankruptcy as Claims Agent
-----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized CCS Medical Inc. and its debtor-
affiliates to employ Epiq Bankruptcy Solution LLC as their notice,
claims and balloting agent.

The firm is expected to (i) perform certain noticing functions;
(ii) assist the Debtors in analyzing and reconciling proofs of
claim filed against the Debtors' estate; and (iii) assist the
Debtors with balloting in connection with any proposed Chapter 11
plan.

The firm's current hourly rates are:

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

Daniel C. McElhinney, executive director of the firm, assured the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

                        About CCS Medical

Founded in 1994, CCS Medical -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CCS MEDICAL: Plan Offers "Gift" for Unsecured Creditors
-------------------------------------------------------
CCS Medical Inc. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a proposed
joint Chapter 11 plan of reorganization, which provides for
potential recovery to unsecured creditors in the form of cash or
warrant, based on a "gift" provided by first lien lenders.

According to the disclosure statement, the Plan provides for the
restructuring of the Debtors' liabilities in a manner designed to
maximize recovery to all stakeholders and to enhance the finance
viability of the reorganized Debtors.  In addition, the Plan
provides for balance sheet restructuring that swaps the Debtors'
current debt evidence by the first lien lender claims for
$200 million in new notes and 100% of the new equity.  Other
secured and certain unsecured creditors will receive cash or
warrants, as applicable.

Furthermore, based on the valuation, it is not expected that there
will be any recovery available for classes other than
administrative expense claims, U.S. Trustee fees, fee claims,
priority claims, priority non-tax claims, debtor-in-possession
claims and first lien lender claims.  However, the first lien
lenders have agreed to provide a portion of their recovery on
account of the first lien lender claims in the form of warrants
and cash as a "gift" to certain holders of allowed second lien
lender claims, allowed trade claims and allowed general unsecured
claims.  All of the Debtors' exciting commonstock and preferred
shares will be cancelled and the holders will not be entitled
to any recovery under the plan.  The restructuring transactions
contemplated by the Plan will substantially de-lever the Debtors
and provide more needed liquidity.

In connection with preparing the estimation of recoveries, the
Debtors assumed that their ongoing enterprises value for purposes
of the Plan is between $230 million and $286 million, based on the
valuation prepared by Goldman Sachs $ Co. LLC.

Under the Plan, holders of first lien lender claims, totalling
$350 million, are expected to recover between 66% and 82%.
Estimated recovery of holders of second lien lender claim, trade
claim, and general unsecured claims has not been determined.

A hearing is set for Aug. 20, 2009, at 10:30 a.m., to consider the
adequacy of the Debtors' disclosure statement.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?3f9e

A full-text copy of the Chapter 11 Plan is available for free at:

               http://ResearchArchives.com/t/s?3f9f

                        About CCS Medical

Founded in 1994, CCS Medical -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CCS MEDICAL: Taps Alvarez & Marsal as Restructuring Advisor
-----------------------------------------------------------
CCS Mecial Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ Alvarez
& Marsal Healthcare Industry Group LLC as their restructuring
advisor.

The firm will assist the Debtors with respect to the management of
their Chapter 11 restructuring process including the development
of business and financial analyses and restructuring negotiations
between the Debtors, and their advisors and creditors.  Guy
Sansone, managing director of the firm, will be responsible for
the overall engagement.

Mr. Sansone will charge $750 per hour for this engagement and the
firm's other professionals will bill:

   Designation               Hourly Rate
   -----------               -----------
   Senior Directors          $500-$575
   Directors                 $425-$500
   Senior Associates         $325-$375
   Associates                $250-$325
   Analysts                  $150-$225

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

                        About CCS Medical

Founded in 1994, CCS Medical -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CCS MEDICAL: Wants to Hire Willkie Farr as Bankruptcy Co-Counsel
----------------------------------------------------------------
CCS Medical, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Willkie Farr & Gallagher LLP as co-counsel.

WF&G will, among other things:

   a) provide the Debtors with advice, represent the Debtors, and
      prepare all necessary documents on behalf of the Debtors, in
      the areas of bankruptcy law, corporate finance, employee
      benefits, and tax, well as with regard to commercial
      litigation, debt restructuring and asset dispositions;

   b) take all necessary actions to protect and preserve each of
      the Debtors' estates during the Chapter 11 cases, including
      the prosecution of actions by the Debtors, the defense of
      actions commenced against the Debtors, negotiations
      concerning litigations in which the Debtors are involved and
      the objections to claims filed against the estates; and

   c) prepare, on behalf of the debtors-in-possession, all
      necessary motions, applications, answers, orders, reports
      and papers in connection with the administration of the
      Chapter 11 cases.

WF&G will work closely with other professionals working in the
Chapter 11 cases to avoid unnecessary duplication of efforts or
costs.

Michael J. Kelly, a member of WF&G, tells the Court that the
hourly rates of WF&G's personnel are:

     Attorneys                $290 - $995
     Paralegals               $105 - $260

Mr. Kelly adds that WF&G received retainers and payments totaling
$1,674,951 for services performed prepetition.  If any amounts,
after application of all retainers, are owed to WF&G as of the
petition date, WF&G will waive any claim relating thereto.

Mr. Kelly assures the Court that WF&G is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Kelly can be reached at:

     Willkie Farr & Gallagher LLP
     787 Seventh Avenue
     New York, N.Y. 10019-6099
     Tel: (212) 728-8000
     Fax: (212) 728-8111

                        About CCS Medical

Founded in 1994, CCS Medical, Inc. -- http://www.ccsmed.com/--
has become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CHARTER COMM: Asks for Oct. 23 to Decide on Leases
--------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code provides that a debtor's
unexpired lease of nonresidential real property will be deemed
rejected if the trustee does not assume or reject the unexpired
lease by the earlier of (i) the date that is 120 days after the
order for the relief, or (ii) the date of entry of an order
confirming a plan.  Section 365(d)(4) provides, however, that the
court may extend the period prior to the expiration of the 120-day
period for 90 days on the debtor's motion for cause.

Accordingly, the Debtors ask the Court, pursuant to Section
365(d)(4), to extend the time within which they may assume or
reject unexpired leases of nonresidential real property through
and including the earlier of:

  (a) October 23, 2009, which is 90 days after July 25, 2009,
      which in turn is the date that is 120 days from the
      Petition Date; or

  (b) the date of the entry of an order confirming a plan of
      reorganization in the bankruptcy cases.

The Debtors further ask that the relief requested be without
prejudice to their right to seek further extensions of the Lease
Decision Period pursuant to Section 365(d)(4)(B)(ii) of the
Bankruptcy Code.

On the Petition Date, the Debtors filed their plan of
reorganization, which provides that all unexpired leases of
nonresidential real property, unless otherwise expressly rejected,
will be assumed as of the effective date of the Plan, relates
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York.

The Court subsequently entered an order authorizing and approving
expedited procedures for the rejection of executory contracts and
unexpired leases of personal and nonresidential real property, and
authorizing the Debtors to reject certain unexpired leases of
nonresidential real property.

As of July 10, 2009, the Debtors were parties to over 850 leases
of nonresidential real property that have not already been the
subject of a notice of assumption or rejection.  The Unexpired
Leases, which include office, warehouse and other various leases,
are critical to the operation of the Debtors' business and, in
particular, the continued operation of their facilities, Mr. Cieri
discloses.  Significantly, he notes, certain of the Debtors'
facilities and offices, from which the Debtors conduct key aspects
of their business operations, are located on premises subject to
certain of the Unexpired Leases.  Accordingly, he asserts, the
Unexpired Leases are valuable assets of the Debtors' bankruptcy
estates and are integral to the continued operation of their
businesses.

The relief sought is precautionary, Mr. Cieri explains.  The
Debtors are seeking confirmation of their Plan very soon after the
request will be heard, which confirmation will lead to the
proposed assumption of the vast majority of the Debtors' Unexpired
Leases on the Effective Date.  If, however, confirmation of the
Plan were delayed or even denied, the Debtors would need
additional time to move to assume those Unexpired Leases that are
valuable to the estates, and revisit their prior determinations,
in light of changed circumstances, whether certain Unexpired
Leases should be rejected, he points out.

Mr. Cieri says that many of the Debtor entities are parties to the
Unexpired Leases and all of the Debtors have been involved in
numerous complex matters critical to their reorganization since
the Petition Date.  He argues that an improvident or premature
rejection of the Unexpired Leases, without an extension to assume
those Unexpired Leases proposed to be assumed by the Plan, would
significantly harm the Debtors' estates.

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: Creditors Proposes Huron as Financial Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Charter
Communications Inc.'s cases seeks the Bankruptcy Court's
permission to retain Huron Consulting Services, LLC, as its
financial advisor, nunc pro tunc to April 20, 2009.

Huron's services are necessary to enable the Creditors Committee
to assess and monitor the efforts of the Debtors and their
professional advisors to maximize the value of the bankruptcy
estates, and to reorganize successfully, says Marrien Neilson,
senior vice president and trust officer of Bank of Oklahoma, a
member of the Creditors Committee.

As financial advisor, Huron will:

  -- assist the Creditors Committee in the review and analysis
     of financial information prepared by the Debtors, their
     accountants and other financial advisors;

  -- assist with monitoring and analysis of the Debtors'
     operations and financial condition, cash expenditures,
     Court filings, business plans, operating forecasts,
     strategy, projected cash requirements and cash management;

  -- attend at meetings of the Creditors Committee, the Debtors,
     their professionals, Court hearings and participate in
     other related matters;

  -- assist with review and analysis of any restructuring or
     plan of reorganization proposed by the Debtors or any other
     party, and provide assistance to the Creditors
     Committee in developing, structuring, evaluating and
     negotiating the terms and conditions of any restructuring
     or plan of reorganization;

  -- assist with review and analysis of proposed transactions
     for which the Debtors seek Court approval;

  -- review, analyze and recommend any proposed disposition of
     assets of the Debtors, debtor-in-possession financing,
     proposed operational changes, and any expenditures out of
     the ordinary course of the Debtors' businesses;

  -- review reports as to the Debtors' businesses and its
     operations, including assessing the value of non-debtor
     affiliates;

  -- analyze the prepetition property, liabilities and financial
     condition, including potentially unencumbered assets, of
     the Debtors, and the transfers with and among Debtors'
     affiliates;

  -- support any Court proceedings necessary or appropriate to
     the maximize recovery by the Creditors Committee's
     constituents;

  -- investigate cause of actions and possible preference items;
     and

  -- if requested, assist with seeking prospective lenders, due
     diligence, transaction support, negotiations with
     prospective lenders and optimizing the terms of a
     prospective transaction.

As set forth in the parties' Engagement Letter, Huron will be paid
a fixed allowance for compensation of $100,000 for the month of
April 2009 and $200,000 per month thereafter, plus reimbursement
of actual and necessary expenses incurred.  The Creditors
Committee notes that Huron is not owed any amounts with respect to
prepetition fees and expenses.

John C. DiDonato, Huron's managing director, assures the Court
that Huron is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: HSBC Bank Wary Plan Does Not Cure Defaults
--------------------------------------------------------
HSBC Bank USA, National Association, is the successor Indenture
Trustee for the 8.75% Senior Notes due 2013 issued by CCO Holdings
LLC and CCO Holdings Capital Corp. under that certain Indenture
dated as of November 10, 2003.

HSBC objects to the confirmation of the Debtors' Chapter 11 Plan
of Reorganization because the Plan does not specify that it will
cure defaults under the Indenture by paying default interest on
existing monetary defaults.  To the extent that the Plan does not
provide for payment of default interest, it cannot satisfy Section
1124(2) of the Bankruptcy Code, contends Douglas L. Furth, Esq.,
at Golenbock Eiseman Assor Bell & Peskoe LLP, in New York.

"Further, the Plan does not state that it will pay HSBC its fees
and expenses including those of its counsel, items that also must
be paid under the Indenture and must be paid in order to reinstate
the debt," Mr. Furth asserts.  "Finally, the Plan must provide a
mechanism by which the CCOH Notes Claims can become Allowed," he
adds.

Accordingly, HSBC objects to the Plan to the extent that it does
not provide:

  (a) for payment of default interest in respect of the CCOH
      Notes from and after May 15, 2009, until paid;

  (b) for payment of HSBC's reasonable fees and expenses and
      those of its attorneys; and

  (c) a mechanism for the CCOH Notes Claim to become Allowed.

HSBC reserves the right to supplement its objection in the event
plaintiff JPMorgan Chase Bank, N.A., prevail in the adversary
proceeding that JPMorgan commenced against Charter Communications
Operating, LLC, and CCO Holdings, LLC, and in which case there
will be cross-defaults under the Indenture that will require the
payment of default interest from prior periods.

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: Jenkinsburg City Withdraws Claim
----------------------------------------------
Douglas R. Ballard, Jr., Esq., at Fears, Lawrence & Turner, P.C.,
in Jackson, Georgia, informs the Court and parties-in-interest
that the city of Jenkinsburg, in Georgia, has withdrawn its proof
of claim filed in the Debtors' bankruptcy cases on April 20, 2009.
The amount and nature of the Claim was not undisclosed.

No reason was cited for the withdrawal.

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: Law Debenture Asks Allen to Testify at Plan Hearing
-----------------------------------------------------------------
Law Debenture Trust Company of New York presented to the Court on
July 16, 2009, a request to file under seal its request, asking
the Court to compel Paul Allen to appear and testify at the
confirmation hearing on the Debtors' plan of reorganization on
July 20, 2009.

Gerard Uzzi, Esq., at White & Case LLP, in New York, asserts that
the Motion to Compel references and attaches documents that have
been designated by the Debtors and other parties as confidential
or highly confidential, under the Court-approved confidentiality
agreement and stipulated protective order dated April 6, 2009.

R2 Investments, LDC, joins in and supports Law Debenture's
request.

      Allen Does Not Want to Appear for Live Testimony

Paul Allen seeks the Court's permission to file under seal his
request for a declaration stating that he is not required to
appear for live testimony at the confirmation hearing on the
Debtors' Plan this July 20, 2009.

A supporting declaration of Robert E. Zimet and accompanying
exhibits will also be filed under seal.  Mr. Allen contends that
the documents he seeks to file under seal contain confidential
information.

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: Majority of Voting Creditors Favor Plan
-----------------------------------------------------
Charter Communications, Inc., and its subsidiaries delivered to
the U.S. Bankruptcy Court for the Southern District of New York on
July 15, 2009, a further amended Joint Plan of Reorganization to
reflect certain immaterial modifications to the Plan.

"We are filing the Amended Plan in preparation of our upcoming
confirmation hearing," said Neil Smit, Charter's president and
chief executive officer.  "Since filing our initial pre-arranged
plan, we have been working constructively with our creditors and
other stakeholders and appreciate their ongoing support.
Throughout this process, Charter has maintained its focus on
enhancing all aspects of our customers' experience and looks
forward to continuing to meet their communications needs in the
future."

According to the Debtors, the further Amended Plan generally
maintains all key terms provided under their pre-arranged Joint
Plan of Reorganization filed in March 2009.

The further Amended Plan provides additional consideration to
holders of Convertible Senior Notes of Charter Communications,
Inc. in the form of 15% Payment-in-Kind Preferred Stock in the
reorganized company and potential amounts from a litigation escrow
depending on the bankruptcy court determining which Charter
entities are entitled to the proceeds of the litigation escrow.

The further Amended Plan also adjusts the terms of the New
Preferred Stock to:

    (i) increase the amount from $72 million to $138 million;

   (ii) change the mandatory redemption date from seven years
        after issuance to five years;

  (iii) adjust the changes in the dividend rate so the New
        Preferred Stock would have an increase in dividend rate
        to 17% and 19% in years four and five; and

   (iv) provide for the listing of the New Preferred Stock on a
        stock exchange along with the Company's new common
        stock.

The Plan confirmation hearing is currently set for July 20, 2009.

Copies of the latest version of the Plan and its blacklined
version are available for free at:

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

                  Treatment of Claims

The further Amended Plan provides revisions to the treatment of
certain claims including:

  -- Class A-4 CCI Notes Claims to include Litigation Settlement
     Fund Proceeds, in an amount, if any, that the Court
     determines is owned by CCI and Holdco, in Class A-4
     Claimants' distribution;

  -- Class C-4 Holdco Notes Claims to include Litigation
     Settlement Fund Proceeds, in an amount, if any, that the
     Court determines is owned by Holdco, in Class C-4
     Claimants' distribution; and

  -- Class H-4 CCH II Notes Claims to clarify that:

     * CCH II Notes Claims will be Allowed in the aggregate
       amount of $2,586,033,908, which is increased from
       $2,575,678,701, plus postpetition interest; and

     * the Debtors may pay Postpetition Interest in cash if the
       applicable Debtors elect that option on or before the
       Plan's effective date.

                     Revised Descriptions

The further Amended Plan also revised the description of New Class
B Stock to clarify that each share of New Class B Stock will be
entitled to a number of votes so that the aggregate number of
votes attributable to the shares of New Class B Stock held by the
Authorized Class B Holders will equal 35%, determined on a fully
diluted basis, of the combined voting power of the capital stock
of the Reorganized Company.

CII Settlement Claim's description is revised to clarify that the
consideration that will be transferred by the Debtors to Paul
Allen or his designees which, in the case of New Class B Stock,
will be limited to Authorized Class B Holders, on account of the
CII Settlement Claim will include, among others:

  -- 2% of the equity value of the Reorganized Company, after
     giving effect to the Rights Offering, but prior to the
     issuance of the Warrants and equity-based awards under the
     Management Incentive Plan; and

  -- 35%, determined on a fully diluted basis, of the combined
     voting power of the capital stock of Reorganized CCI.

The description for "Board Representation" was also revised to
clarify that the determination of each projected holder's voting
power of 10% or more of the Reorganized Company on the Effective
Date will be determined on an undiluted basis and after giving
effect to the Overallotment Option based on the holder's pro rata
share of New Class A Stock.

                         Defined Terms

Under the further Amended Plan, "Litigation Settlement Fund
Proceeds" is defined to mean the $26,428,089 in litigation
settlement proceeds being held in escrow pursuant to the
February 10, 2009 Escrow Agreement by and among Charter
Communications, Inc.; Charter Communications Holding Company, LLC;
Charter Communications Holdings, LLC; CC V Holdings, LLC; Charter
Communications Operating, LLC; and Wilmington Trust FSB, as escrow
agent, and which relates to distributions to Class A-4 and C-4
Claimants.

The term "Management Incentive Plan," is redefined to clarify that
the Management Incentive Plan will include, among other things, an
allocation of equity-based awards representing no less than 3% of
the fully diluted New Common Stock outstanding on the Effective
Date, after giving effect to the Rights Offering and the issuance
of warrants, 50% of which will be distributed as determined by the
Board of Directors no later than one month after the Effective
Date.

In addition, the description of Priority Tax Claims is revised to
clarify that each holder of an Allowed Priority Tax Claim will
receive at the option of the Debtors, one of these treatments on
account of the Claim:

  (1) Cash in an amount equal to the amount of the Allowed
      Priority Tax, plus interest at the rate determined under
      applicable non-bankruptcy law; or

  (2) other treatment as may be agreed to by the Holder and the
      applicable Debtors or otherwise determined upon a Court
      order.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.  Although no assurances can be
made, Charter believes that its Amended Plan satisfies necessary
requirements and is hopeful that it will be confirmed by the
Court.

                Plan Voting Results Disclosed

Christopher R. Schepper of Kurtzman Carson Consultants LLC, and
Jane Sullivan of Financial Balloting Group LLC filed on July 17,
2009, affidavits reporting the tabulation of votes on the Debtors'
Joint Plan of Reorganization.

KCC and FBG worked with the Debtors, Kirkland & Ellis LLP and
AlixPartners LLP to solicit, review, determine the validity of,
and tabulate ballots submitted to vote for the acceptance or
rejection of the Plan by the holders of the voting Classes.

According to Ms. Sullivan, a summary of the voting results show:

                                ACCEPT             REJECT
                           --------------      --------------
  Class                         Number              Number
  ----                     --------------      --------------
  A-3                             42                   3
  General Unsecured             93.33%               6.67%
  Claims against CCI

  A-4                             12                  30
  CI Notes                      28.57%              71.43%
  Claims

  B-3                              4                   1
  General Unsecured               80%                 20%
  Claims against CII

  B-4                              1                   0
  CII Shareholder                 100%                0%
  Claims

  C-3                             87                   3
  General Unsecured             96.67%               3.33%
  Claims against
  Holdco, et al.

  C-4                              1                   0
  Holdco Notes                    100%                 0%
  Claims

  D-3                              0                   0
  General Unsecured                0%                  0%
  Claims against CCHC

  E-3                              0                   0
  General Unsecured                0%                  0%
  Claims against CCH &
  Charter Comm. Holdings
  Capital Corp.

  E-4                             155                 117
  CCH Notes                     56.99%              43.01%
  Claims

  F-3                              0                   0
  General Unsecured                0%                  0%
  Claims against CIH &
  CCH I Holdings
  Capital Corp.

  F-4                             317                216
  CIH Notes                     59.47%              40.53%
  Claims

  G-3                              0                   0
  General Unsecured                0%                  0%
  Claims against CCH I
  & CCH I Capital Corp.

  G-4                             387                 47
  CCH I Notes                   89.17%              10.83%
  Claims

  H-3                              0                   0
  General Unsecured                0%                  0%
  Claims against CCH II
  & CCH II Capital Corp.

  H-4                             443                  2
  CCH II Notes                  99.55%              0.45%
  Claims

  I-5                              0                   0
  General Unsecured                0%                  0%
  Claims against CCOH &
  CCO Holdings Cap. Corp.

  J-2                             17                   5
  CCO Swap Agreements          77.27%               22.73%
  Claims

  J-6                           4,111                165
  General Unsecured            96.14%               3.86%
  Claims against CCO &
  its Subsidiaries


                                 ACCEPT             REJECT
                            --------------      --------------
  Class                          Amount             Amount
  -----                     --------------      --------------
  A-3                        $2,585,381.27             $207.85
                                    99.99%               0.01%

  A-4                       $75,325,652.08     $353,791,425.35
                                    17.55%              82.45%

  B-3                           $2,713,693                  $1
                                      100%                  0%

  B-4                       $2,478,499,200                  $0
                                      100%                  0%

  C-3                        $6,599,958.16             $817.48
                                    99.99%               0.01%

  C-4                      $497,489,463.37                  $0
                                      100%                  0%

  D-3                                   $0                  $0
                                        0%                  0%

  E-3                                   $0                  $0
                                        0%                  0%

  E-4                      $343,185,013.69     $156,589,001.32
                                    68.67%              31.33%

  F-3                                   $0                  $0
                                        0%                  0%

  F-4                    $2,181,484,866.13     $126,856,318.89
                                    94.50%              40.53%

  G-3                                   $0                  $0
                                        0%                  0%

  G-4                    $3,802,122,586.36      $57,353,132.62
                                    98.51%               1.49%

  H-3                                   $0                  $0
                                        0%                  0%

  H-4                    $2,255,375,028.76       $6,809,157.89
                                    99.70%               0.30%

  I-5                                   $0                  $0
                                        0%                  0%

  J-2                         $171,883,127         $37,461,315
                                    82.11%              17.89%

  J-6                    $6,589,926,970.96         $266,693.60
                                      100%                  0%

Full-text copies of the affidavits containing the tabulation
results and the list of ballots excluded from tabulation are
available for free at:

      http://bankrupt.com/misc/CCI_Affidavit_Schepper.pdf
      http://bankrupt.com/misc/CCI_Affidavit_Sullivan.pdf

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: Prepetition Lenders File Sealed Plan Objections
-------------------------------------------------------------
JPMorgan Chase Bank, N.A., Law Debenture Trust Company, Wells
Fargo Bank, N.A., and Wilmington Trust Company separately file
with the Court sealed or redacted objections to the Debtors' Plan
of Reorganization.  They also filed confidential memoranda,
declarations and exhibits in support of their objections.

The objecting parties likewise submitted separate notices of
presentment of their request to file their objections under seal,
including the accompanying declarations and exhibits.  They
contend that the objections have references to highly sensitive
and confidential information.

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

An unofficial committee of the unaffiliated Lenders, known as the
First Lien Lender Group, which currently holds approximately $2
billion of indebtedness under the Credit Agreement, also filed its
own memorandum of law and a declaration in opposition of the
Plan's confirmation and in support of JPMorgan's objection.  The
First Lien Lender Group subsequently filed an amended table of
authorities to its memorandum.

Wells Fargo is the successor administrative agent and successor
collateral agent for the third lien prepetition secured lenders to
CCO Holdings, LLC, while Law Debenture is as the Indenture Trustee
with respect to the $479 million in aggregate principal amount of
6.50% Convertible Senior Notes due 2027 issued by Charter
Communications, Inc.

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

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

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

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

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

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

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

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: SEC Objects to Plan; Balk at Non-Debtor Discharge
---------------------------------------------------------------
The U.S. Securities and Exchange Commission asks Judge Peck to
deny confirmation of the Debtors' Plan of Reorganization because
the Plan's release and injunctive provisions contravene Section
524(e) of the Bankruptcy Code and applicable case law.

Alan S. Maza, Esq., senior bankruptcy counsel to the SEC, contends
that a Chapter 11 plan should not be used as a vehicle to
discharge or release non-debtors, who may be independently liable
to creditors or interest holders.  He points out that allowing the
releases and related injunctive provisions would result in non-
debtors benefiting from a debtor's bankruptcy by effectively
obtaining their own discharge with respect to past misconduct or
wrongdoing.

Releases have special significance for public investors, Mr. Maza
reminds the Court.  He notes that release provisions would prevent
public investors from bringing or continuing actions against non-
debtors, like officers and directors, for violations of the
federal securities laws or breach of fiduciary duty under state
law.

Section 524(e) provides that only debts of the Debtors are
affected by the Chapter 11 discharge provisions, Mr. Maza notes.
Yet, in contravention of Section 524(e), the Plan provides for a
release and injunction in favor of numerous non-debtor third
parties to the detriment of public investors, whose shareholder
interests are being cancelled under the Plan, and other potential
claimants, he points out.

"Unless the release and injunctive provisions related to non-
debtor parties are deleted from the Plan, the Plan cannot satisfy
the requirement of Section 1129(a)(1) of the Bankruptcy Code,
which requires that a plan shall be confirmed only if it complies
with all applicable provisions of Chapter 11," Mr. Maza tells the
Court.  He also contends that the Debtors have failed to describe
with particularity the consideration tendered by Paul Allen and
the other non-debtor beneficiaries in exchange for the Release and
injunction that inure to their benefit.

"Finally, the Release is not consensual and the Plan contains no
mechanism for public investors to voluntarily consent to such
relief," Mr. Maza avers.  "Rather than being essential to
resolving an extraordinary case, the Releases appear to be an
attempt by the Debtors to give [Mr.] Allen, the officers,
directors and other Releasees a benefit at the expense of
Charter's investors, whose interests and potential claims would
become worthless," he adds.

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: Wants Plan Exclusivity Until November 22
------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization for a period
of 120 days after the Petition Date.  If a debtor files a plan
within that 120-day exclusivity period, Section 1121(c)(3)
provides 60 additional days during which the debtor has exclusive
right to solicit votes with respect to that Plan.

The period during which only Charter Communications Inc. and its
affilaites may file a Plan will expire on July 25, 2009, and the
period during which only the Debtors' Plan may be considered for
acceptance or rejection, will expire on September 23, 2009.

By this motion, the Debtors ask the Court to extend the deadline
within which they may exclusively:

  (i) file a Plan through November 22, 2009, and

(ii) the period within which they may solicit acceptances of
      that Plan through January 21, 2010.

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

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

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

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

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

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

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

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

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

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

The request will be heard during the confirmation hearing
currently set for July 20.  Objections are due July 17.

                 About Charter Communications

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

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

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

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

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

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


CISTERA NETWORKS: March 31 Balance Sheet Upside-Down by $1.9MM
--------------------------------------------------------------
Cistera Networks, Inc.'s balance sheet at March 31, 2009, showed
total assets of $2,390,471, total liabilities of $4,304,328,
resulting in a stockholders' deficit of $1,913,857.

For the year ended March 31, 2009, the Company posted a net loss
of $4,628,117 compared with a net loss of $5,252,420 in the same
period in the previous year.

At March 31, 2009, the Company has cash and cash equivalents of
$1,493.  Accounts receivable March 31, were $151,322. Accounts
payable, accrued current liabilities, and related party payables
totaled $2,044,863.

The Company related that it has a secured bank line of credit with
JPMorgan Chase Bank in the amount of $50,000.  In addition, the
Company has a factoring agreement with Allied Capital Partners,
L.P., for its accounts receivable with a credit line of up to
$1,500,000.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?3f5f

Based in Dallas, Cistera Networks Inc. (OTC BB: CNWT.OB) --
http://www.cistera.com/-- works within the IT industry,
specifically the field of unified communications.  Cistera
provides converged application platforms for the enterprise that
enhances the investment in IP Telephony.

                       Going Concern Doubt

On July 14, 2009, Farmer, Fuqua & Huff, P.C., in Plano, Texas,
raised substantial doubt on Cistera Networks Inc.'s ability to
continue as a going concern after it audited the company's
financial statements for the years ended March 31, 2009, and 2008.
The auditing firm pointed out that the company has suffered
recurring losses from operations and has a net capital deficit.


CIT GROUP: Obtains $3 Bil. Facility; Adopts Recapitalization Plan
-----------------------------------------------------------------
CIT Group Inc. has entered into a $3 billion loan facility
provided by a group of the Company's major bondholders.  CIT
further intends to commence a comprehensive restructuring of its
liabilities to provide additional liquidity and further strengthen
its capital position.

The actions, including a $3 billion secured term loan with a 2.5
year maturity, are intended to provide CIT with liquidity
necessary to ensure that its important base of small and middle
market customers continues to have access to credit.  Term loan
proceeds of $2 billion are committed and available July 20, with
an additional $1 billion expected to be committed and available
within 10 days.

Citing people familiar with the matter, Jeffrey McCracken and
Serena Ng at The Wall Street Journal relate that on Thursday
night, CIT officials believed that they had secured a $2 billion
rescue-financing plan from J.P. Morgan Chase & Co., but that fell
through by Friday morning.  A person familiar with the matter said
that J.P. Morgan would have considered lending if CIT were first
to seek bankruptcy protection, but the bank "couldn't get
comfortable with a deal outside (bankruptcy) court," The Journal
relates.  The Journal states that CIT's advisers then launched
talks with its bondholders and by 5:00 p.m. on Friday, CIT had
sent its first term sheet to bondholders.

"We are pleased that CIT is in a position to continue to serve our
valued small business and middle market customers," said Jeffrey
M. Peek, Chairman and CEO.  "We appreciate the loyalty of our
customers and the support we have received from numerous industry
associations, particularly over the past few weeks.  We are also
extremely grateful to our employees for their continued hard work
and dedication.  With [the] announcement, our Board of Directors,
management team, advisors, and a steering committee of
bondholders, who are lenders under the Term Loan Financing, are
now actively focused on a restructuring plan that will better
position our Company for the long term.  We look forward to
continuing to work closely with the bondholders and all of CIT's
key stakeholders to achieve our objectives."

As the first step in a broader recapitalization plan, CIT has
commenced a cash tender offer for its outstanding Floating Rate
Senior Notes due August 17, 2009, for $825 for each $1,000
principal amount of notes tendered on or before July 31, 2009.
Lenders in the Term Loan Financing have agreed to tender all of
their August 17 notes.

The Company and the Term Loan Financing steering committee will
work together on the balance of the recapitalization plan, which
is expected to include a comprehensive series of exchange offers
designed to further enhance CIT's liquidity and capital.

Evercore Partners and Morgan Stanley are the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP and
Wachtell, Lipton, Rosen & Katz are legal counsel in connection
with the financing and restructuring plan.  Barclays Capital is
arranger and administrative agent for the Term Loan Financing.
Latham & Watkins is legal counsel to Barclays Capital.

The Company has cancelled its earnings release and conference call
previously scheduled for July 23, 2009.  The Company will report
its results for the quarter ended June 30, 2009, when it files its
quarterly report on Form 10-Q.

According to Bloomberg, CIT has reported $3 billion of losses in
the past eight quarters and has been in talks with lenders about
funding its own possible bankruptcy.  CIT may need as much as
$6 billion to avoid filing for bankruptcy protection.

CIT became a bank last year to qualify for emergency government
funding.  It received $2.33 billion from the government in
December.

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

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


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

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

             80 Cents-on-the-Dollar for Aug. 17 Notes

As part of the restructuring plan, CIT has commenced a cash tender
offer for its outstanding Floating Rate Senior Notes due August
17, 2009, upon the terms and subject to the conditions set forth
in its Offer to Purchase dated July 20, 2009, and the related
letter of transmittal.  CIT is offering to purchase any and all of
its August 17 Notes for $800 for each $1,000 principal amount of
outstanding August 17 Notes tendered and not validly withdrawn
prior to 12:00 midnight, New York City time, at the end of August
14, 2009 (unless extended by CIT).

Holders who validly tender their August 17 Notes prior to
5:00 p.m., New York City time, on July 31, 2009 -- unless extended
by CIT, the "early delivery time" -- and who do not validly
withdraw their tenders, will be paid an additional $25 cash for
each $1,000 principal amount of outstanding August 17 Notes
tendered by the early delivery time.  Tendered August 17 Notes may
be validly withdrawn at any time prior to 5:00 p.m., New York City
time, on July 31, 2009 (unless extended by CIT), but not
thereafter.  Holders of August 17 Notes accepted in the Offer will
also receive a cash payment equal to the accrued and unpaid
interest in respect of such August 17 Notes from the most recent
interest payment date to, but not including, the settlement date
for the Offer.

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

Morgan Stanley & Co. Incorporated and BofA Merrill Lynch are the
Dealer Managers for the Offer.  D.F. King & Co., Inc., is the
Depositary and Information Agent. Persons with questions regarding
the Offer should contact Morgan Stanley & Co. Incorporated toll
free at (800) 624-1808 or collect at (212) 761-5384 or BofA
Merrill Lynch at (980) 388-4813, Attn. Debt Advisory Services.
Requests for documents should be directed to D.F. King & Co.,
Inc., toll free at (800) 758-5880 or collect at (212) 269-5550.

Financing Doesn't Bring Permanent Relief for CIT, Analyst Says

"Even if they put together a deal today and postpone a bankruptcy
filing, CIT may be back in the same place in the not-too-distant
future because unemployment rates, business-loan delinquencies and
corporate default rates are climbing.  The outlook for the next
six months looks pretty rough for many banks, including CIT," The
Journal quoted investment consulting firm Weiss Research President
Martin Weiss.

The Journal quoted CreditSights Inc. analysts Adam Steer and David
Hendler as saying, "The deal is a negative for bondholders as it
does not fix the underlying problem and layers in more secured
debt.  Without a viable funding model, we believe CIT may still be
at risk of filing for bankruptcy."

WSJ, citing the sources, states that the charges CIT very high
interest rates and doesn't permanently fix the Company's long-term
financing needs.  The Journal states that at an initial interest
rate of more than 10.5%, the emergency loan is coming at a high
cost to CIT, which makes loans to many of its customers at rates
below 10%.  The Journal says that the new loan could act like a
"bridge" to a series of debt-exchange offers that CIT would launch
to get bondholders to exchange some of their bonds for equity in
the Company or for new debt that matures later.  According to the
report, sources said that the $3 billion loan is secured by all of
CIT's $30 billion in assets that aren't currently tied to other
loans.

According to The Journal, CIT may also have to persuade many of
its customers to stay with it.  CIT said that in the 18 months
through June 30, 2009, it hadn't lost a single major client, The
Journal reports.

The Journal, citing sources, said that the deal should keep CIT
out of bankruptcy court.  The Journal notes that the $3 billion
injection from CIT's bondholders should help the Company meet a
$1 billion bond payment due in August, while providing some fresh
funding for new loan making.  The deal, The Journal relates, buys
time for CIT to restructure itself and minimizes losses of
bondholders, who concluded that they would lose more if the
Company filed for bankruptcy and sold assets at fire-sale prices.
The report notes that if the deal is completed, it could help cut
CIT's debt load, strengthen its capital position, alleviate
pressure on CIT to pay down $1 billion in debt that comes due in
August, and may also preserve the U.S. Treasury's $2.33 billion
investment made as part of the Troubled Asset Relief Program.

The Journal, citing people familiar with the matter, says that
bondholders' longer-term vision for CIT depends on some
forbearance from Federal Reserve and Federal Deposit Insurance
Corp. officials, because without it, bondholders will be forced to
continue to provide support for the lender.  The Journal relates
that another $1.7 billion in debt payments is due by year-end, and
CIT must pay off another $8 billion in 2010.

The Journal states that CIT and its bondholders hope that their
effort to stabilize the Company will make bank regulators look
more favorably on a CIT plan to transfer more of its loans from
the holding company to its bank in Utah.  The Journal says that to
transfer more assets to the bank, CIT needs an exemption from the
Federal Reserve and an approval from the Federal Deposit Insurance
Corp.

The Journal says that the transfers remain key because bondholders
want CIT to remain a viable lender, continuing to issue new loans
to its customers.  Viability is essential for the second component
of CIT's rescue plan, which is swapping out existing debt for new
equity in the Company, The Journal notes.  Citing a bondholder,
the report states that lenders don't want to own a stake in a
company without a clear future.

    Trade Groups Ask Gov't to Take Back Decision on Financing

Thirty-two trade groups have written to the government, asking it
to reverse its decision and extend aid to CIT to avert the
Company's collapse.  The groups said, "We are writing to impress
upon you the very severe ramifications that a CIT bankruptcy would
have on more than one million small and medium-sized businesses,
their partners in the U.S. retail industry and the manufacturers
and service providers that supply that sector . . .  We urge the
government to reconsider every possible option to address the
current stresses confronting CIT and to prevent further tightening
of the credit markets . . .  Without CIT, thousands of retailers
may be forced out of business because their suppliers will be put
out of business.  Such a ripple effect could set back the recovery
of the manufacturing and retail sectors, and therefore the U.S.
economy, by several years.  CIT is one of the leading factoring
companies in the United States and is a vital source of financing
for manufacturers as well as the small and medium-sized vendors
who are the primary suppliers of merchandise sold in U.S. retail
establishments."

As reported by the Troubled Company Reporter on July 16, 2009, CIT
said that it was advised that there was no likelihood of
additional government support being provided over the near term.
CIT Group applied for access to government aid before $1 billion
in bonds mature next month.  Since November 25 the Federal Deposit
Insurance Corp. has backed $274 billion in bond sales under its
Temporary Liquidity Guarantee Program.  However, the FDIC was
apprehensive to approve the application because of CIT Group's
worsening credit quality.

Damian Paletta, Serena Ng, and Randall Smith at The Journal relate
that CIT had been trying for months to improve its connections in
Washington, spending almost $90,000 in 2008 on lobbying and
$60,000 in the first quarter of 2009 and bringing former
Congressman Christopher Shays onto its board of directors.  CIT
CEO Jeffrey Peek, during a conference call in April 2009, spoke of
a plan to boost the Company's liquidity, which would have relied
in part on a government debt-guarantee program.

The Journal quoted a senior administration official as saying,
"Their Plan A was: Seek assistance from the government.  And their
Plan B was: Ask again."  According to The Journal, government
officials and some CIT advisers and investors felt that CIT should
have pursued a more drastic approach sooner.

                          About CIT Group

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

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

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

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


CIT GROUP: NRF Welcomes Deal with Bondholders to Avoid Bankruptcy
-----------------------------------------------------------------
The National Retail Federation welcomed reports that CIT Group
Inc. has reached an arrangement with its bondholders that would
allow the lender to avoid bankruptcy.

"It is encouraging to hear that CIT Group has reached an agreement
with its bondholders to secure the funding needed to continue
operations," NRF President and CEO Tracy Mullin said.  "This comes
as a great relief to the many retailers who depend on this major
lender for financing.  As we have said from the beginning, CIT
could not be allowed to fail at a time when retailers are already
struggling to survive the national recession.  The news that CIT
will be able to continue operations will be one less uncertainty
for retailers about to embark on the all-important back-to-school
and holiday shopping seasons."

CIT is one of the few lenders who provide "factor" financing,
serving about 2,000 small and mid-sized vendors who supply about
300,000 U.S. retailers with merchandise sold in their stores.
Vendors typically accept orders from retailers with an agreement
to be paid in 60 to 90 days.  They then sell their accounts
receivable to a factor in order to obtain the short-term financing
needed to produce the goods ordered.  Without factors, suppliers
could be forced to shut their doors, or retailers would be
required to pay up front and draw down on their own credit lines
at a time when credit remains difficult to obtain.

The National Retail Federation -- http://www.nrf.com/-- is the
world's largest retail trade association, with membership that
comprises all retail formats and channels of distribution
including department, specialty, discount, catalog, Internet,
independent stores, chain restaurants, drug stores and grocery
stores as well as the industry's key trading partners of retail
goods and services.  NRF represents an industry with more than
1.6 million U.S. retail establishments, more than 24 million
employees -- about one in five American workers -- and 2008 sales
of $4.6 trillion.  As the industry umbrella group, NRF also
represents more than 100 state, national and international retail
associations.

                          About CIT Group

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

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

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

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


CIT GROUP: Fitch Puts Ratings on Six Trusts Under Analysis
----------------------------------------------------------
Fitch Ratings has placed six trusts backed by student loan
receivables under analysis in connection with the recent Fitch
downgrade of CIT Group, Inc., to 'C' from 'BB-'.  The affected
trusts are linked to related entities directly or indirectly fully
owned by CIT, including Education Lending Group, Inc., and Xpress
Loan Servicing.  Related entities are involved as the
administrator, sponsor, paying agent or master servicer for the
transactions.

Fitch will assess the operational risk present in the transaction
related to the potential disruption of the services provided by
the affected entities.  Fitch will gather information from the
corporate analysts responsible for CIT's rating as well as
directly from CIT and its affiliates, and also analyze possible
structural remedies that may be present in the transactions.  The
review is expected to be completed within 30 days and the ratings
may be affirmed, put on Rating Watch Negative, or downgraded.

Fitch places these trusts under analysis (UA):

  -- Arizona Higher Education Loan Authority - 2005 Trust
     Indenture;

  -- Education Lending Group, Inc. - CIT Education Loan Trust
     2005-1;

  -- Education Lending Group, Inc. - Education Funding Capital
     Trust - II;

  -- Education Lending Group, Inc. - Education Funding Capital
     Trust - III;

  -- Education Lending Group, Inc. - Education Funding Capital
     Trust - IV;

  -- PARTS Private Student Loan Trust 2007-CT1.


CITIGROUP INC: Clients Seek to Bar Fund From New Investments
------------------------------------------------------------
Clients of Citigroup Inc.'s private-equity fund sought to bar it
from making new investments after its co-chief quit and several
high-profile deals collapsed, Jenny Strasburg, David Enrich, and
Craig Karmin at The Wall Street Journal report, citing people
familiar with the matter.

Juan Bejar, co-chief of the fund, resigned in June 2009, leaving
Felicity Gates to run the fund alone.  WSJ relates that after
Mr. Bejar left the fund, investors exercised their right to
restrict the fund from making new investments for at least 120
days.  Citigroup executives are searching for a successor to
Mr. Bejar, says the report.

WSJ relates that the fund, which amassed about $3.4 billion to
invest in airports, roads, and other infrastructure projects, was
supervised by Michael Froman, former operations chief of Citigroup
Alternative Investments who left in January to become a senior
White House aide.  The report says that Mr. Froman's departure
generated a high-level internal debate over how his stake in the
infrastructure fund should be valued.

WSJ states that Mr. Froman had a sizable stake in the Citi
Infrastructure Investors fund, which he had received as part of
his pay package.  WSJ says that Mr. Froman, wary of conflicts of
interest with his new government job, wanted to cash out.  He
proposed that Citigroup pay him at least $10 million for his
stake, WSJ relates, citing people familiar with the matter.  The
sources said that Mr. Froman ultimately received White House
permission to keep his interest in the fund, on the condition that
he avoid matters involving the infrastructure fund or its
investments, according to the report.

According to WSJ, Citigroup executives agreed that Mr. Froman's
funds were hurt by market forces beyond his control.  Another fund
supervised by Mr. Froman that was geared toward sustainable
development projects was shelved last year because it failed to
attract clients.

Citigroup is trying to shed some funds, including its $12 billion
Citi Property Investors fund, WSJ relates, citing people familiar
with the matter.

     Citigroup Names Adrian Faure as Chief of Asian Equities

Dow Jones Newswires reports that Citigroup said it has appointed
Adrian Faure as chief of Asian equities excluding Australia and
Japan, effective immediately.  Mr. Faure was most recently the
chief of Citi investment research Asia-Pacific.  Brent Robinson,
who was the deputy head of Citi investment research Asia-Pacific,
will replace Mr. Faure as chief of Citi investment research Asia-
Pacific, Dow Jones relates.

Citigroup said in a statement that Mr. Faure will be responsible
for the strategic direction and management of equities business
across 16 markets in the Asia-Pacific region.  Dow Jones states
that Mr. Faure will work with Richard Heyes -- head of equities in
Japan -- and Luke Randell, co-head of markets in Australia.

                      About Citigroup

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

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

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


CITIGROUP INC: Reports $4.3BB Q2 Net Income Due to $6.7BB Gain
--------------------------------------------------------------
Citigroup Inc. reported a net income for the second quarter of
2009 of $4.3 billion, or $0.49 per diluted share.  Second quarter
revenues were $30.0 billion.  These results include an
$11.1 billion pre-tax ($6.7 billion after-tax) gain associated
with the Morgan Stanley Smith Barney joint venture transaction,
which closed on June 1, 2009.

A full-text copy of Citigroup's Quarterly Financial Data
Supplement 2Q09 is available at no charge at
http://ResearchArchives.com/t/s?3f8a

The results reflect Citigroup's previously announced realignment
into two principal segments, Citicorp and Citi Holdings.  A third
segment Corporate/Other, consists of various corporate level
activities.

"For many quarters we have been consistently and successfully
executing our plan to build financial strength and return Citi to
sustained profitability and growth.  We have made significant
progress in recent quarters as evidenced in the significant
decline in expenses, headcount, assets, including Citi's riskiest
assets, as well as our 12.7% Tier 1 capital ratio," said Vikram
Pandit, Chief Executive Officer of Citi.

"This quarter also marks a key milestone in our plan, as we are
now reporting our financial results to reflect the separation of
Citi into two primary operating segments: Citicorp and Citi
Holdings.

"Citicorp is our core franchise and will be the source of Citi's
long term profitability and growth.  Citicorp is unique with
institutional and consumer businesses operating on an unmatched
global footprint.  We will manage our businesses and assets in
Citi Holdings to optimize their value over time.  We have already
announced the sale of a number of businesses within Citi Holdings,
and its assets have been reduced by approximately $250 billion
since the first quarter of 2008.

"Our financial results today reflect the incredibly dedicated
efforts of all of our people around the world and their success in
implementing our plan.  Our earnings of $4.3 billion reflect the
benefit of the closing of the Smith Barney joint venture with
Morgan Stanley, which was a key element in our Citi Holdings
strategy.  This quarter's results underscore the earnings power of
Citicorp, with over $3 billion of net income.

"As we look forward, we will continue the same relentless focus on
executing our plan.  We remain optimistic that our turnaround of
Citi will gain speed.  Our institutional business has a strong
client franchise.  Our most significant challenge now remains
consumer credit.  Losses in our consumer businesses have been
growing for some time, but we see some positive signs of
moderation in those loss trends.  Sustainable profitability
remains our primary goal," said Mr. Pandit.

Citigroup

Revenues were $30.0 billion, up $12.4 billion from prior year
levels, primarily due to the Smith Barney gain on sale.  Favorable
revenue marks in Citi Holdings relative to the second quarter of
2008 also contributed to the increase, offset by the impact of
foreign exchange, and declines in Regional Consumer Banking
revenues, primarily in Cards.

Credit costs of $12.4 billion, up 81%, consisted of $8.4 billion
in net credit losses, and $3.9 billion loan loss reserve build.
The total allowance for loans, leases and unfunded lending
commitments was $37.0 billion, up from $21.9 billion in the prior
year period.

Operating expenses were $12.0 billion, down 21% from the prior
year period, reflecting benefits from ongoing re-engineering
efforts and the impact of foreign exchange.  Quarterly operating
expenses were down $3.7 billion from peak levels in the fourth
quarter of 2007.

The effective tax rate on continuing operations was 17% versus 51%
in the prior-year period. The current quarter included a tax
benefit of $129 million in continuing operations and $34 million
in discontinued operations related to the conclusion of an IRS
audit of various issues for the years 2003-2005.  The effective
tax rate for the prior year period was higher due to pretax losses
incurred in higher tax rate jurisdictions.

Total assets were $1.85 trillion, down 12% from the prior year
level, and down 22% from peak levels in the third quarter of 2007.

End of period total deposits were $805 billion, generally flat
from the prior year period.  Deposit growth was strong in Regional
Consumer Banking in North America, where deposits were up 12% from
the prior year period.  Deposit growth in North America was offset
by the impact of foreign exchange on deposits in other regions.

Capital Position improved during the quarter.  At the end of the
second quarter, Citigroup's Tier 1 capital ratio was approximately
12.7%, up from 8.7% in the prior year period and 11.9% at
March 31, 2009.

Citicorp

Citicorp revenues were $15.0 billion, down 11% from the year ago
period driven by the impact of foreign exchange, greater credit
losses flowing through the card securitization trusts in North
America and lower volumes.  Operating expenses were $7.8 billion,
down 21% from the prior year period, primarily due to re-
engineering initiatives, the impact of foreign exchange and
reduced marketing.

Credit costs were $2.8 billion, up 57% from the second quarter of
2008, reflecting $1.6 billion of net credit losses and a
$1.2 billion reserve build.  Citicorp's income was $3.1 billion,
down 10% from the prior year period, as expense reductions offset
a large portion of the decline in revenues and increase in credit
costs.

Regional Consumer Banking revenues were $5.6 billion, down 19%
from the prior year period, driven by increasing credit losses
flowing through the card securitization trusts in North America,
the impact of foreign exchange, and lower loan and investment
volumes. Expenses were $3.5 billion, down 17% from the prior year
period, reflecting the impact of foreign exchange, re-engineering
initiatives, headcount reductions and lower marketing expenditure.
Credit costs of $2.0 billion were up 46% from year ago levels, and
included $1.4 billion of net credit losses and $0.6 billion
reserve build. Credit costs were up most significantly in North
America and EMEA.

North America

Total revenues declined 17% from the prior year period to
$1.8 billion.  On a managed basis, revenues increased 1%. Retail
banking revenues were flat with the prior year at $955 million,
reflecting higher deposit and loan volumes, offset by lower
deposit spreads and an asset sale gain recorded in the prior year
period.  Card GAAP revenues were down 30% from the prior year
period to $806 million, reflecting higher credit losses in the
securitization trusts, lower fees and a decrease in gains on sale,
partially offset by pricing actions and lower funding costs.  Card
managed revenues of $2.5 billion were up 2% from prior year levels
reflecting pricing actions and lower funding costs, partially
offset by a decline in average managed card loans and lower fees.

Card managed net interest margin increased to 10.51% from 8.12% in
the second quarter of 2008.  Total card purchase sales declined
18%.

Income declined $184 million to a loss of $15 million, as rising
credit losses more than offset the benefits of higher spreads in
cards, greater deposit volume and expense reductions.

Average retail banking deposits were up 12% from the prior year
period to $136 billion, driven by growth in consumer CDs and
commercial deposits.

On a managed basis, average loans and leases increased 1% to
$87.6 billion.

Total credit costs were up 66% to $435 million, as compared to
prior year levels primarily due to rising net credit losses in
both cards and retail banking. Loan loss reserve build was
$130 million, up slightly from year ago levels.  The retail
banking net credit loss ratio increased 174 basis points to 4.85%,
while the card managed net credit loss ratio increased 471 basis
points to 10.25%.

Expenses declined by 16% to $1.3 billion, due to re-engineering
saves and reductions in marketing expenses.

Europe, Middle East and Africa

Revenues declined by 22% from the prior year, to $394 million.
More than half of the revenue decline is attributable to the
impact of foreign exchange.  Other drivers included lower wealth
management and lending revenues due to lower volumes and spread
compression.  Investment sales and assets under management
declined by 38% and 32%, respectively. Average loans for retail
banking were down 22% from the prior year period, as a result of
tighter underwriting criteria, branch closures and the impact of
foreign exchange.  Average deposits were down 24% from the prior
year period, primarily due to the impact of foreign exchange.

There was a net loss of $110 million in the current period, down
from income of $37 million in the prior year period, as declining
revenues and increasing credit costs were partially offset by
expense reductions.

Credit costs increased $216 million to $279 million as compared to
the prior year period.  Net credit losses increased from
$48 million to $121 million, while the loan loss reserve build
increased from $15 million to $158 million.  Higher credit costs
reflected continued credit deterioration, particularly in UAE,
Turkey, Poland and Russia.  The retail banking net credit loss
ratio increased from 1.7% to 5.3%.

Expenses were down 29% as compared to the second quarter of 2008,
to $282 million on expense control actions, lower marketing
expenditure and the impact of foreign exchange.  Cost savings were
achieved by branch closures, headcount reductions and other re-
engineering efforts.

Latin America

Revenues were $1.8 billion, down 23% from the prior year period
due to the impact of foreign exchange, lower credit card
receivables and spread compression, partially offset by higher
volumes in retail banking.

Income was down 79% to $70 million, as compared to the prior year
period, primarily due to lower card revenues and increasing credit
costs.

Credit costs were $766 million, up 8% from the prior year period,
as deteriorating credit conditions were partially offset by the
impact of foreign exchange.  Card net credit loss rates increased
from 11.4% in the second quarter of 2008 to 16.2%.  Credit
deterioration was particularly apparent in the Mexico card
portfolio.

Expenses were $1.0 billion, down 16% from the prior year period,
driven by the impact of foreign exchange and reengineering
actions, partially offset by restructuring charges.

Average deposits were $36.0 billion, down 14% from the prior year
period, due to the impact of foreign exchange.

Asia

Revenues were down 14%, to $1.6 billion from the prior year
period, primarily driven by the impact of foreign exchange and
lower investment product volumes.

Income was $272 million, down 40% from the prior year period, as
declining revenues and increasing credit costs were partially
offset by expense reductions.

Credit costs were $504 million, up 55% from the prior year period
on deteriorating credit conditions, partially offset by the impact
of foreign exchange.  Loan loss reserve build increased to
$150 million from $84 million.  Card net credit loss rate
increased to 6.0% from 3.4% in the prior year period.  Credit
deterioration was particularly apparent in the card portfolios in
India and Korea.

Expenses were $833 million, down 14% from the prior year period
due primarily to re-engineering efforts, and the impact of foreign
exchange.

Average deposits were $87.6 billion, down 10% from prior year
levels, primarily due to the impact of foreign exchange.

Citi Holdings

Citi Holdings revenues were $15.8 billion, up from $2.1 billion in
the prior year period on the Smith Barney gain on sale and
favorable net revenue marks relative to the prior year period,
partially offset by lower volumes and greater credit losses
flowing through the card securitization trusts in North America.
Operating expenses were $3.8 billion, down 28% from the second
quarter of 2008 on reengineering initiatives, lower headcount, and
reduced marketing, partially offset by higher real estate owned
and collection expenses.  Credit costs were $9.9 billion, up 86%
from the prior year period as net credit losses increased
significantly and $2.7 billion was added to reserves.  Citi
Holdings assets have declined 22% to $649 billion reflecting asset
run-off and management actions.  Net income was $1.4 billion
versus a loss of $5.3 billion in the prior year period primarily
due to Smith Barney gain on sale.  Positive revenue marks and
expense reductions also contributed, partially offset by credit
deterioration and lower volumes.

Brokerage and Asset Management

The closing of the Smith Barney joint venture transaction on
June 1, 2009, generated an $11.1 billion pre-tax, $6.7 billion
after-tax gain on sale.

Brokerage and Asset Management (BAM) revenues were $12.3 billion
in the current period, up from $2.5 billion in the second quarter
of 2008, mainly driven by the gain on the Smith Barney
transaction, offset partially by the absence of one month of Smith
Barney revenues.  Net income was $6.8 billion, up from
$218 million in the prior year period, due to the Smith Barney
gain on sale.

Expenses were $1.1 billion, down 45% from the prior year period
due to the absence of one month of Smith Barney expenses, lower
variable compensation and re-engineering efforts.

End of period assets were $56 billion, down 14%, consistent with
management efforts to reduce assets. End of period assets include
approximately $19 billion of Nikko Cordial Securities assets that
are recorded on the balance sheet as Assets of Discontinued
Operations held for sale.  The sale of Nikko Cordial Securities
was announced in May 2009.

Local Consumer Lending

Local Consumer Lending (LCL) revenues were $3.9 billion, down 37%
from the prior year period, due to lower loan volumes, higher net
credit losses flowing through the securitization trusts in North
America, and special FDIC assessment.

Expenses were $2.5 billion, down 17% compared to the second
quarter of 2008, primarily driven by the impact of re-engineering
efforts resulting in lower headcount as well as reduced
advertising and  marketing.

Credit costs were $8.0 billion, up 65% from the prior year period,
driven by higher net credit losses and increased loan loss reserve
build for residential mortgage loans, as well as higher losses
across remaining product categories.

End of period assets were $392 billion, down 16% from the prior
year period, primarily driven by lower loans due to run-off and
the impact of credit-tightening.

Net loss was $4.2 billion, versus a loss of $1.2 billion in the
second quarter of 2008, driven by lower revenues and higher credit
costs.

Special Asset Pool

Special Asset Pool (SAP) revenues were negative $519 million,
compared to negative $6.6 billion in the second quarter of 2008,
driven primarily by favorable net revenue marks relative to the
second quarter of 2008.

For the current quarter, net revenue marks were positive
$1.0 billion versus negative $6.6 billion in the second quarter of
2008.  The improvement in net revenue marks was primarily driven
by positive marks on sub-prime related direct exposures in the
second quarter of 2009, compared to net write-downs in the second
quarter of 2008, as well as positive credit value adjustments on
exposures to monoline insurers in the second quarter of 2009,
compared with downward credit value adjustments in the second
quarter of 2008.

Expenses were $207 million, down 23% from the prior year period,
reflecting lower volumes.

Credit costs were $1.6 billion, up from $200 million in the prior
year period, reflecting significant charge-offs of corporate
loans.

End of period assets were $201 billion, down 33% from the second
quarter of 2008.

Net loss was $1.2 billion versus a loss of $4.3 billion in the
second quarter of 2008, as improvements in revenue marks more than
offset increases in credit costs.

Corporate/Other

Corporate/Other revenues of negative $741 million are largely due
to hedging activities.  The net loss of $30 million is due to
higher tax benefits held at Corporate.

Discontinued Operations

Discontinued operations net loss was $142 million versus a loss of
$94 million in the year-ago period.  The $142 million net loss
largely reflects Nikko Cordial Securities, which is now classified
as discontinued operations.

                      About Citigroup

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

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

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


CITIGROUP INC: Weak Q2 Earnings Won't Affect S&P's Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on
Citigroup Inc. (A/Stable/A-1, holding company) is not affected by
the company's just-announced weak second-quarter earnings.

Citi generated a pretax loss of $4.2 billion, adjusting for an
$11.1 billion gain associated with finalization of the Morgan
Stanley Smith Barney joint venture and $1.6 billion of fair-value
losses on Citi's liabilities resulting from tightening credit
spreads.  Citi benefited from strong results of its investment-
banking, trading, and transactions-services operations.  The
company has made strides in reducing costs: Operating expenses
were down 21% in the second quarter from the year-earlier period.
However, mounting credit costs have continued to affect consumer-
banking earnings.  Credit costs increased to $12.4 billion,
including a $3.9 billion addition to loan-loss reserves.  This
brought the total allowance for credit-loss reserves to a high
5.6% of total loans, but S&P believes further additions to
reserves could be necessary in coming quarters.

Formation of MSSB boosted Citi's tangible common equity by
$9.1 billion, contributing to an increase in its regulatory Tier 1
capital ratio to 12.7% at June 30, 2009, from 11.9% at March 31,
2009.  Citi has an exchange offer pending whereby it could convert
up to $58 billion of its outstanding hybrid capital issues to
common stock.  S&P believe completion of this offer (scheduled to
occur July 29, 2009) may fully address the remaining weakness in
Citi's common equity base.  As part of the exchange, the U.S.
government has agreed to exchange up to $25 billion of the
preferred stock now held by Treasury, making the government Citi's
largest owner.  S&P plans to resolve the review of Citi's hybrid
capital issues (CC/Watch Dev/--) shortly after results of the
exchange offer are announced.


COOPER-STANDARD: Gets Default Waiver Until August 14
----------------------------------------------------
Cooper-Standard Holdings Inc., parent company of Cooper-Standard
Automotive Inc., announced July 15 that it has secured a limited
waiver agreement with lenders under its senior credit agreement
and forbearance agreements with holders of its 7% senior notes due
2012 and 8-3/8% senior subordinated notes due 2014.  The Company
said it intends to continue discussions with its senior lenders
and noteholders through the applicable waiver and forbearance
periods to facilitate a restructuring of the Company's balance
sheet. The Company's businesses will continue to operate normally
during this process.

Under the limited waiver agreement, the lenders under the
Company's senior credit agreement have agreed to waive through
August 14, 2009 certain events of default under the senior credit
agreement, including the Company's non-payment of the interest
payments due on the notes on June 15, 2009 within the applicable
30-day grace period.  The waiver period will expire on July 28,
2009 in the event the lenders under the senior credit agreement do
not provide a notice of continuation by July 27, 2009.

Under the forbearance agreements, holders of more than 75% of the
senior notes and holders of a majority of the senior subordinated
notes agreed that through August 14, 2009 they will not exercise
their rights and remedies under the indentures governing the notes
relating to the Company's non-payment of the June 15th interest
payments.

"We appreciate the extended time and support from our lenders,"
said James S. McElya, Chairman and Chief Executive Officer of
Cooper-Standard. "These agreements are a positive step in the
process that we believe will result in an improved balance sheet
that is more in line with today's new automotive market."

                 About Cooper-Standard Automotive

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- 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,
which are represented within the company's two operating
divisions: North America and International. Cooper-Standard
Automotive employs approximately 16,000 people globally with more
than 70 facilities throughout the world.

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

The Cypress Group is a New York-based private equity investment
firm founded in 1994. Since its formation, Cypress has invested
more than $3.5 billion of capital within its two funds. Cypress
has an extensive track record of making growth-oriented
investments in targeted industry sectors and building equity value
alongside proven management teams.

Goldman Sachs -- http://www.gs.com/pia-- is one of the world's
largest private equity and mezzanine investors, having invested
approximately US$66 billion in over 750 companies globally since
1986 and manages a diverse global portfolio of companies with 120
investment professionals active in the firm's New York, London,
Hong Kong, Tokyo, San Francisco and Mumbai offices. GS Capital
Partners is the private equity vehicle through which The Goldman
Sachs Group, Inc. conducts its large privately negotiated
corporate equity investment activities.

As reported by the Troubled Company Reporter on July 20, 2009,
Moody's Investors Service lowered the Probability of Default
Rating of Cooper-Standard Automotive Inc. to D from Caa3; lowered
the rating of the existing senior secured bank credit facilities
to Ca from Caa2; lowered the rating of the guaranteed senior
unsecured notes to C from Ca; and lowered the rating of the
guaranteed senior subordinated notes to C from Ca.  In a related
action the Corporate Family Rating was affirmed at Ca and the
Speculative Grade Liquidity Rating was affirmed at SGL-4.  The PDR
of D reflects the expiration of the 30 day grace period on the
missed interest payments due June 15, 2009, under the indenture
for the 7% senior notes due 2012 and 8-3/8% senior subordinated
notes due 2014.

As reported by the TCR on July 20, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Cooper-Standard Automotive Inc. to 'D' (default) from 'CC' and
lowered the issue-level rating on the company's senior unsecured
and subordinated debt to 'D' from 'C'.  S&P also lowered the
rating on the company's senior secured debt to 'CC' from 'CCC-'.
We are not confident that Cooper-Standard will make the payments
within the grace period," said Standard & Poor's credit analyst
Nancy Messer.  "Among other outcomes, the company might pursue a
distressed exchange or file for bankruptcy under Chapter 11," she
continued.


COYOTES HOCKEY: Another Bidder Willing to Keep Team in Glendale
---------------------------------------------------------------
A group of six investors is ready to bid on Phoenix Coyotes, the
Globe and Mail reports.

Daryl Jones, Research Edge LLC manager director and one of the six
investors, told the Globe and Mail that his group is ready to
submit an official bid.  Mr. Jones said that his group is still
finalizing its offer, but it will be in the same financial
neighborhood as the one made by Jerry Reinsdorf.

As reported by the Troubled Company Reporter on June 29, 2009,
Mr. Reinsdorf, owner of Major League Baseball's Chicago White Sox
and National Basketball Association's Chicago Bulls, offered to
buy the bankrupt Phoenix Coyotes of the National Hockey League for
$148 million.  Mr. Reinsdorf's bid would challenge one from Jim
Balsillie, co-chief executive officer of Blackberry-maker Research
In Motion Ltd., who has offered $212.5 million on the condition
he's allowed to move the team to Canada.

Mr. Reinsdorf said that a new arena lease for Jobing.com Arena,
the Coyotes home rink in suburban Glendale, is central to his bid.
Mr. Jones said that his group also wants a new lease for the arena
and he says that his group has had several meetings with City of
Glendale officials.

The group is composed of businessmen from both Canada and the
United States.  It met with NHL Commissioner Gary Bettman and
Deputy Commissioner Bill Daly on Thursday.

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

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


CREATIVE LOAFING: Lays Off Senior Editor Eric Snider
----------------------------------------------------
Tampa Bay Business Journal reports that Creative Loafing Inc. laid
off Eric Snider, its senior editor, as part of a restructuring of
the alternative weekly's editorial staff.

According to Business Journal, Creative Loafing editor David
Warner said that as part of the newsroom restructuring, the
Company is looking to focus more on Web-based operations and give
its more expensive print operations less of a priority.

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The Company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$10 million and $50 million each.


CRUSADER ENERGY: Has Approved Bonus Program for Executives
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Crusader Energy Group Inc. to adopt a bonus program for
top executives.  According to Bill Rochelle at Bloomberg News, the
Debtor will pay the executives 1% of sale proceeds between
$160 million and $300 million, provided that the value of a
transaction isn't less than $200 million, and the award may not
exceed 153% of an officer's base salary.

As reported by the Troubled Company Reporter on Jun 26, 2009,
Crusader told the Court that the Management Incentive Program is
necessary to provide appropriate compensation to management given
the additional responsibilities associated with the Chapter 11
cases, and to ensure that the participants are adequately
motivated and incentivized to perform important tasks necessary to
ensure an effective and orderly sale and reorganization of the
Debtors' businesses.

The principal features of the MIP are:

  a. Each of the MIP participants will be eligible to participate
     in a MIP pool, to be funded from the proceeds of any sale of
     the Debtors' assets, in an amount equal to 1% of (i) the
     aggregate value of any sales, minus (ii) $150,000,000,
     whether the sale occurs through a plan of reorganization or
     otherwise.

  b. Promptly after the closing of a sale, subject to the value
     payout levels, each MIP participant will be paid these
     percentages of the Incentive Payout that has not previously
     been paid to them: (i) David D. Le Norman -- 40%; (ii)
     Charles L. Mullens -- 20%; (iii) Roy A. Fletcher -- 20%; and
     Charles A. Paulson -- 20%.

  c. Under no circumstances will any MIP Participant be entitled
     to receive more than 130% of the MIP participant's respective
     annual salary as of the date of the filing of the motion.

A copy of the document illustrating the Management Incentive
Program is available at:

     http://bankrupt.com/misc/crusader.MIPillustration.pdf

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.  Beth Lloyd, Esq., Richard H. London, Esq., and
William Louis Wallander, Esq., at Vinson & Elkins, L.L.P., serve
as counsel to the Debtors.  Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, serves as counsel to the official committee of
unsecured creditors as counsel.


CRUSADER ENERGY: Sued for Equitable Lien on Leases
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Gunn Oil Co., Cogent
Exploration Ltd. and Apollo Exploration LLC, owners of oil-
producing properties, sued Crusader Energy Group Inc., asking the
Bankruptcy Court to rule that they have an "equitable vendor's
lien against" oil and gas leases they sold Crusader.

Crusader Energy bought 75% of the working interest in several
leases in Texas.  Crusader paid $12 million, with a final payment
of $10 million due in 2011.

Gunn Oil, et al., contend in their complaint that they have a lien
under Texas law against the oil and gas lease to recover the $10
million they're owed.  They say they are entitled to recover the
$10 million from what Crusader otherwise would receive from its
working interest.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  It has working interests in more than 1,000 wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the Debtors
as counsel.  Holland N. Oneil, Esq., Michael S. Haynes, Esq., and
Richard McCoy Roberson, Esq., at Gardere, Wynne & Sewell,
represent the official committee of unsecured creditors as
counsel.


DAYTON SUPERIOR: Court Establishes August 25 Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established August 25, 2009, at 5:00 p.m. as the general bar date
for the filing of proofs of claim in Dayton Superior Corporation's
bankruptcy case, and October 19, 2009, at 5:00 p.m. with respect
to governmental units.

Proofs of claim must be sent by overnight mail, courier service,
hand delivery, regular mail or in person, so as to be actually
received no later than the bar date, as applicable, to:

     Dayton Superior Claims Processing Center
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, California 90245

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel..  Russell C.
Silberglied, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and
Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DECODE GENETICS: Nasdaq Reinstates Listing of Common Stock
----------------------------------------------------------
The Nasdaq Listing and Hearing Review Council has advised deCODE
genetics, Inc., that the listing of deCODE's common stock will be
reinstated to the Nasdaq Global Market, effective at the open of
the trading session on Monday, June 29, 2009.  deCODE's common
stock will continue to trade under the symbol DCGN.

The reinstatement follows the Listing Council's reversal of a
decision of the Nasdaq Listing Qualifications Panel pursuant to
which the listing of deCODE's common stock was transferred to the
Nasdaq Capital Market.

In its Annual Report on Form 10-K for the year ended December 31,
2008, filed on March 31, 2009, deCODE genetics, Inc., reported
that it had sufficient liquid funds to continue operations only
into the second quarter of 2009.  With the proceeds from an
upfront payment from Celera Corp., anticipated receivables and
cost-reduction measures, deCODE now anticipates that it will be
able to continue operations through the second quarter of 2009
without obtaining additional financing.

                       About deCODE Genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.


DRYSHIPS INC: To Release Q2 2009 Results on July 30
---------------------------------------------------
DryShips Inc. will release its results for the second quarter and
six months ended June 30, 2009, after the market closes in New
York on Thursday, July 30, 2009.

DryShips' management team will host a conference call the
following day on Friday, July 31, 2009, at 8:00 a.m. Eastern
Daylight Time to discuss the Company's financial results.

To join, participants should dial into the call 10 minutes before
the scheduled time using the following numbers: 1(866) 819-7111
(from the US), 0(800) 953-0329 (from the UK) or +(44) (0) 1452 542
301 (from outside the US).  Please quote "DryShips".

A replay of the conference call will be available until August 2,
2009. The United States replay number is 1(866) 247-4222; from the
UK 0(800) 953-1533; the standard international replay number is
(+44) (0) 1452 550 000 and the access code required for the replay
is: 2133051#

There will also be a simultaneous live webcast over the Internet,
through the DryShips Inc. Web site -- http://www.dryships.com/
Participants to the live webcast should register on the Web site
approximately 10 minutes prior to the start of the webcast.

                        About DryShips Inc.

DryShips Inc. -- http://www.dryships.com/-- based in Greece, is
an owner and operator of drybulk carriers that operate worldwide.
As of the day of this release, DryShips owns a fleet of 41 drybulk
carriers comprising 7 Capesize, 28 Panamax, 2 Supramax and 4
newbuilding Drybulk vessels with a combined deadweight tonnage of
over 3.6 million tons, 2 ultra deep water semisubmersible drilling
rigs and 4 ultra deep water newbuilding drillships.  DryShips
Inc.'s common stock is listed on the NASDAQ Global Market where
trades under the symbol "DRYS."

                           *     *     *

As reported by the Troubled Company Reporter on June 19, 2009,
DryShips signed an agreement with DnB NOR on waiver terms for
US$86 million of its outstanding debt.  No other details were
provided.

On June 9, DryShips signed an agreement on waiver terms with the
Deutsche Bank AG, led syndicate on a US$1.125 billion facility.
This facility covers drillships hull numbers 1865 and 1866
currently under construction at Samsung Heavy Industries.


DUANE READE: Expects 6.1% Rise in Net Sales for June 27 Quarter
---------------------------------------------------------------
Duane Reade Holdings, Inc., reports that net sales for the
13 weeks ended June 27, 2009, increased 6.1% to $479.1 million,
from $451.4 million for the 13 weeks ended June 28, 2008.  Net
retail store sales, which exclude pharmacy resale activity,
increased 4.2% to $450.3 million for the 13 weeks ended June 27,
2009, from $432.1 million for the 13 weeks ended June 28, 2008.
Total same-store sales increased by 1.7% during the thirteen weeks
ended June 27, 2009, with a front-end same store sales increase of
0.2% and a pharmacy same-store sales increase of 3.6%.

Duane Reade estimates that Adjusted FIFO EBITDA for the 13 weeks
ended June 27, 2009, will be slightly positive compared to the 13
weeks ended June 28, 2008.

At June 27, 2009, total debt, including capital leases but
excluding the liability associated with the Company's redeemable
preferred stock, was $554.5 million.  Availability under its
asset-based revolving loan facility at quarter end was
$67.5 million.

The Company's estimate of Adjusted FIFO EBITDA for the 13 weeks
ended June 27, 2009, is derived from its preliminary results of
operations and is subject to completion of the quarterly review of
its interim financial statements by its independent registered
public accountants for this period.  Actual results may differ
from estimate due to, among other factors, special charges or
other closing adjustments.

As reported by the Troubled Company Reporter on July 14, 2009,
Duane Reade Holdings' wholly owned subsidiaries, Duane Reade Inc.
and Duane Reade, commenced fixed price offers to purchase for cash
(i) any and all of the Issuers' $210 million outstanding aggregate
principal amount of their Senior Secured Floating Rate Notes due
2010 and (ii) any and all of the Issuers' $195 million outstanding
aggregate principal amount of 9.75% Senior Subordinated Notes due
2011:


                               Tender                 Total
                           Consideration          Consideration
   Principal                per $1,000             per $1,000
     Amount      Security    Principal    Consent    Principal
   Outstanding  Description   Amount      Payment    Amount
   -----------  ----------- ------------- -------  -------------
               Floating Rate
   $210,000,000     Notes       $970        $30       $1,000

               Subordinated
   $195,000,000     Notes       $845        $30         $875

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

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

                        About Duane Reade

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

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


ECLIPS ENERGY: Randall N. Drake, CPA Raises Going Concern Doubt
---------------------------------------------------------------
Randall N. Drake, CPA, PA in Clearwater, Florida raised
substantial doubt about EClips Energy Technologies, 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 pointed that the Company has had recurring losses and
negative cash flows from operations.

At December 31, 2008, the Company's balance sheet showed total
assets of $1,347,418, total liabilities of $537,291 and
stockholders' equity of $810,127.

For the year ended December 31, 2009, the Company posted a net
loss of $5,747,029 compared with a net loss of $6,052,995 for the
same period in the previous year.

The Company related that its cash was approximately $300 as of
December 31, 2008, compared to $43,100 as of December 31, 2007, a
decrease of approximately $42,800.  This decrease is related to a
decrease in gross profit between the years.

The cash used in operations in 2008 increased from the cash used
in operations in 2007 by approximately $713,000.  Payroll expenses
increased mainly due to the issuance of stock for services.

The Company added that its working capital would not be sufficient
to run its operations at current or proposed operating levels.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?3f9d

             About EClips Energy Technologies, Inc.

EClips Energy Technologies, Inc. (OTC:ECET) fka World Energy
Solutions, Inc., dba World Energy Solutions, is engaged in
developing and manufacturing products and services, which save
power and energy, and protects the environment.  EET manufactures
and sells transient voltage surge suppressors and related
products, and commercial and residential energy-saving equipment
and applications to distributors and customers throughout the
United States.


EDDIE BAUER: Golden Gate's $286-Mil. All Cash Bid Wins Auction
--------------------------------------------------------------
Eddie Bauer Holdings, Inc., reports that Golden Gate Capital was
selected as having the highest and best offer with an all cash bid
of $286 million.  The Golden Gate offer will be presented for
court approval on July 22.  The transaction is expected to close
in early August.

The Golden Gate offer will maintain the substantial majority of
Eddie Bauer's stores and employees in a newly formed going concern
company.  Pursuant to the purchase agreement Eddie Bauer gift
cards will be honored in the ordinary course of business.

The transaction is not expected to result in any distribution to
the stockholders of Eddie Bauer Holdings, Inc.

As reported by the Troubled Company Reporter on July 1, 2009,
Eddie Bauer has obtained approval of a sale process under which,
an affiliate of CCMP Capital Advisors, LLC, will serve as stalking
horse bidder.  Absent higher and better bids at the auction, Eddie
Bauer will be sold to the CCMP affiliate for $202 million cash.

The TCR said July 17 that people familiar with the matter said
that Iconix Brand Group Inc. and VF Corp. have presented bids for
Eddie Bauer Holdings, Inc.'s assets, according to Jonathan Keehner
and Lauren Coleman-Lochner at Bloomberg News.  Bloomberg also said
Eddie Bauer received an offer from Golden Gate and a joint bid
from Hilco Consumer Capital and Gordon Brothers Group LLC.

                         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.


EDISON MISSION: Downgraded by S&P 2 Notches to B
------------------------------------------------
Independent power producers Edison Mission Energy and subsidiary
Midwest Generation Co. received a two-notch downgrade from
Standard & Poor's lowering the corporate rating from 'BB-' to 'B'.

The B rating from S&P is one notch below the rating issued in late
June by Moody's Investors Service.  In June, Moody's cut Edison
Mission's corporate rating one click to B1 from Ba3.  Moody's said
the downgrade reflects its expectation that 2009 and 2010 earnings
and cash flow are likely to be weaker than historical
levels due to reduced electric demand, among other things.


ELBIT VISION: Brightman Almagor Expresses Going Concern Doubt
-------------------------------------------------------------
Brightman Almagor Zohar & Co., a member firm of Deloitte Touche
Tohmatsu in Tel Aviv, Israel raised substantial doubt about Elbit
Vision Systems Ltd.'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 the Company's
recurring losses from operations and accumulated deficit.

At December 31, 2008, the Company's balance sheet showed total
assets of $17,201,000, total liabilities of $16,828,000 and
shareholders' equity of $373,000.

For the year ended December 31, 2008, the Company posted a net
loss of $7,493,000 compared with a net loss of $1,342,000 for the
same period in the previous year.

As of December 31, 2008, the Company had a negative working
capital of $4.1 million.

A full-text copy of the Company's FORM 20-F is available for free
at http://ResearchArchives.com/t/s?3fa3

Elbit Vision Systems Ltd. (OTC:EVSNF) operates as two main
divisions: the Non-Destructive Automated Inspection Systems
Division consisting of ScanMaster Systems Ltd., or ScanMaster
Ltd.'s non-destructive inspection business and the Automated
Optical Inspection Industry Division.  The Company's systems are
designed to overcome the limitations of human visual inspection.


ENERJEX RESOURCES: March 31 Balance Sheet Upside-Down by $3.7MM
---------------------------------------------------------------
EnerJex Resources, Inc.'s balance sheet at March 31, 2009, showed
total assets of $7,680,178 and total liabilities of $11,473,802,
resulting in a stockholders' deficit of $3,793,624.

For its fiscal year ended March 31, 2009, the Company posted a net
loss of $5,307,068 compared with a net loss of $4,827,935 for the
same period in the previous year.

The Company has historically met its capital requirements through
debt financing, revenues from operations and the issuance of
equity securities.  As a result of the $200,000 monthly reduction
of its borrowing base beginning April 2009, with the expectation
that this monthly reduction would continue through December 2009,
the Company has classified $1.7 million of the borrowings
outstanding under its Credit Facility as a current liability.  As
the Company may be unable to provide the necessary liquidity, the
Company is exploring strategic initiative and JV partnerships,
well as sales of reserves in its existing properties to finance
its operations and to service its debt obligations.

On July 9, 2009, Weaver & Martin, LLC, in Kansas City, Missouri,
raised substantial doubt about the Company's ability to continue
as a going concern after auditing the Company's financial results
for the years ended March 31, 2009, and 2008.  The Company has
suffered recurring losses and had negative cash flows.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?3f60

EnerJex Resources, Inc. -- http://www.EnerJexResources.com/-- is
an oil and natural gas acquisition, exploration and development
company formed in December 2005.  Operations are focused on the
mid-continent region of the United States.  The company acquires
oil and natural gas assets that have existing production and cash
flow.  Once acquired, the company implements an exploration and
development program to accelerate the recovery of the existing oil
and natural gas as well as explore for additional reserves.
Current production is approximately 270 gross barrels a day.


EPIX PHARMACEUTICALS: Throws In Towel; to Wind Down Operations
--------------------------------------------------------------
EPIX Pharmaceuticals, Inc., said that, in light of the Company's
lack of capital and inability to obtain additional financing or
consummate a strategic transaction, it has entered into an
Assignment for the Benefit of Creditors, effective immediately, in
accordance with Massachusetts law.  The purpose of the Assignment
is to conclude the Company's operations and provide for an orderly
liquidation of its assets.

The Company previously disclosed that it had sufficient cash to
fund its operations only through August 2009, and the Company had
been seeking a strategic alternative, including a financing,
recapitalization, sale or disposition of one or more corporate
assets, a potential merger or a strategic business combination,
with various third parties for several months.

The Assignment is a common law business liquidation mechanism
under Massachusetts law that is an alternative to a formal
bankruptcy proceeding.  Under the terms of the Assignment, the
Company transferred all of its assets to an assignee for orderly
liquidation and distribution of the proceeds to the Company's
creditors.  The designated assignee for the Company is Joseph F.
Finn, Jr.  For creditors and other affected parties of EPIX, all
inquiries related to this action should be addressed to Joseph F.
Finn, Jr. at Finn, Warnke & Gayton, 167 Worcester Street, Suite
201, Wellesley Hills, MA 02481 (781-237-8840).

Following the liquidation of the Company's assets and distribution
of proceeds by the assignee, the Company does not expect that
there will be any proceeds for distribution to the Company's
stockholders.

Elkan Gamzu, Ph.D., president and chief executive officer of EPIX,
stated, "It is with great disappointment that the Company must
proceed with this decision.  Over the past several months we had
taken several actions in an effort to improve the financial health
of EPIX, including the retirement of our $100 million aggregate
principle amount of 3.00% Convertible Senior Notes due 2024.
Despite this and the efforts of our financial advisors who
approached numerous third-parties over the past several months, we
were unable to obtain additional funding to continue our
operations or consummate a strategic transaction."

As part of the Assignment and the Company's wind-down of its
operations, the Company has terminated the employment of
substantially all of its employees.  The Company expects to retain
its president and chief executive officer, Dr. Elkan Gamzu, for a
short period of time to assist in the implementation of an orderly
dissolution.

                  About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.


EXCO RESOURCES: Moody's Reviews 'B2' Corporate Rating for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed EXCO Resources, Inc.'s ratings
under review for upgrade.  Ratings affected include EXCO's B2
Corporate Family Rating, B2 Probability of Default Rating, and
Caa1 (LGD 5; 84%) senior unsecured note rating.  The outlook had
been negative pending firm announcement of a long awaited large
leverage reduction plan and continued retention of bank borrowing
capacity and covenant clearance sufficient to cover liquidity
needs.

The review for upgrade reflects the likely forthcoming major debt
reduction and reduced ongoing drilling and development risk and
capital spending burden if EXCO closes its property monetization
and drilling and development joint venture with BG Group plc and
its other pending modestly sized property divestitures.  EXCO
announced its agreement in principle to sell BG a 50% interest in
producing and non-producing acreage in the firm's marquee
Haynseville Haynesville Shale acreage and its final terms of sale
with Encore Acquisition of other properties.

The review will span the closing of the Haynesville JV and assess
the likelihood of any further leverage reduction to come from
EXCO's stated interest in further monetizations.  While EXCO
remains well hedged through 2010, with EXCO estimating that its
existing hedge portfolio would cover approximately two-thirds of
its pro-forma 2010 production at over $8/mcfe, 2011 production is
far less hedged.  Given the still highly uncertain natural gas
outlook, Moody's believes leverage should continue to decline
below pro-forma levels to be compatible with a higher rating in a
potentially sustained lower price environment.

Subject to successful final negotiations on the midstream portion
of the transaction, EXCO believes the transaction would close by
September 30.  At closing, BG would pay EXCO a minimum of
$655 million for 50% of EXCO's Haynesville and related East
Texas/North Louisiana upstream producing and non-producing
upstream properties and a minimum of $249 million for 50% of its
associated midstream pipeline infrastructure.  Price adjustments
at closing for EXCO's capital outlays on the properties since
January 1, 2009, would likely add significantly to BG's cash
payments to EXCO.

The divestitures to Encore are expected to raise approximately
$375 million upon an expected closing in August 2009.  All
monetization proceeds would repay bank revolver debt and a
$300 million unsecured term loan maturing next year.

The emergence of EXCO's Haynesville Shale properties as an
important long-term holding and as a partial monetization
candidate contributed to both retaining the ratings and supporting
the current review for upgrade.

At this juncture, EXCO's hedge portfolio, sound production trends,
and pro-forma leverage and liquidity would indicate adequate
leverage and sustaining capex coverage to warrant a stable
outlook.  An upgrade would require comfort that leverage would
have been cut substantially before the hedge portfolio rolls over
into lower prices and that production, cash flow coverage, and the
price outlook are also supportive of a higher rating.  EXCO voices
confidence that it will execute some form of additional asset
monetization before the end of the year, perhaps as early as third
quarter 2009.

Moody's last rating action for EXCO was on August 30, 2007, at
which time Moody's confirmed its B2 CFR after a review for
downgrade and assigned a negative outlook.  At that time, under
Moody's Loss Given Default methodology, the senior unsecured note
rating was also notched down from B3 (LGD 5; 77%) to Caa1 (LGD 5;
84%).

EXCO Resources, Inc., is headquartered in Dallas, Texas.


FLEETWOOD ENTERPRISES: AIP Completes $53MM Acquisition of RV Biz
----------------------------------------------------------------
American Industrial Partners Capital Fund IV, L.P., has completed
the acquisition of the motorized recreational vehicle business of
Fleetwood Enterprises, Inc.

The transaction was an asset purchase pursuant to a Section 363
bankruptcy sale process and included the Goldshield Fiberglass
fabrication business.

As reported by the Troubled Company Reporter on June 26, 2009, AIP
and Fleetwood reported that the U.S. Bankruptcy Court has approved
the sale of Fleetwood's motor home assets to AIP for $53 million,
subject to pre-closing conditions and post-closing adjustments.

Fleetwood did not conduct an auction because no other qualified
bids were received.

The sale includes two motor home manufacturing facilities, two
motor home service facilities, and Fleetwood's Gold Shield supply
subsidiary, all presently located in Decatur, Indiana.  It also
includes the intellectual property for Fleetwood's existing motor
home brands and certain machinery and equipment in Riverside,
California.  AIP may operate the Riverside facility for an
undetermined period of time going forward.  AIP has agreed to
assume certain liabilities, including warranty obligations on
Fleetwood motorized products.

Fleetwood RV is one of North America's leading manufacturers of
Class A and Class C motorized recreational vehicles and has
established one of the industry's broadest and most respected
distribution channels and product lines.  Fleetwood RV will be
jointly run by Chuck Wilkinson, CEO and John Draheim, President.

Following company meetings with all associates in Decatur, Chuck
Wilkinson, CEO of Fleetwood RV stated, "Our veteran workforce is
enthusiastic and excited to return to their jobs building the best
coaches in the industry."  John Draheim, President of Fleetwood
RV, added, "We are confident that the new company can capitalize
on the strength of the Fleetwood RV Brand and strong relationships
with the distribution channel that have been developed over the
past 60 years."

"AIP builds and invests in great American headquartered businesses
and we believe Fleetwood RV represents an attractive investment
opportunity.  We are pleased to be partners with Chuck, John and
all the talented associates at Fleetwood RV. We respect the long
and successful history of the Company and greatly value the
relationships that Fleetwood RV has with its dealers, customers,
suppliers and associates and look forward to continuing and
improving those relationships over time," said Dino Cusumano,
Partner at AIP.  Mr. Cusumano further commented that, "The
Company's headquarters and manufacturing operations will be in
Decatur, Indiana.  We would like to thank the City of Decatur and
the State of Indiana for their significant support during this
process."  Paul Bamatter, Partner at AIP, commented that,
"Fleetwood RV will be organized as a separate standalone company
within our portfolio of companies.  Fleetwood RV will have one of
the best balance sheets in the industry with no third party debt
and a significant cash balance at close."

Chuck Wilkinson said, "We look forward to partnering with the
American Industrial Partners team and have charted a going forward
operating agenda focused on developing new and leading products,
further improving our quality and service levels and our cost
position."

John Draheim noted that, "Our customers and dealers have been
extremely loyal to us over the years and we expect to repay that
loyalty by ensuring that they are afforded innovative products
built with exceptional quality, all at affordable prices. Our
near-term outlook has turned positive as our dealer inventories
have bottomed and retail sales have accelerated in the past few
months."

                About American Industrial Partners

American Industrial Partners -- http://www.aipartners.com/-- was
founded in 1989 and is a private equity firm that makes control
equity investments in mid-sized industrial companies that can
benefit from the firm's systematic approach to implementing
strategic and operational improvements.  It is investing its
fourth fund which recently closed with $405.5 million of committed
capital.

                    About Fleetwood Enterprises

Founded in 1950, Fleetwood Enterprises, Inc., and its various
subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing.  Fleetwood employed 2,100
people in 14 plants located in 10 states.

Based in Riverside, California, the Company, together with 19 of
affiliates, filed for Chapter 11 protection on March 10, 2009
(Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig Millet, Esq.,
at Gibson, Dunn & Crutcher LLP, represents the Debtors in their
restructuring efforts.  The Debtors also tapped Ernst & Young LLP
as auditor, FTI Consulting Inc. as consultant, and Greenhill & Co.
LLC as financial advisor.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FREEGOLD VENTURES: Defaults on US$2.25 Million Tiomin Loan
----------------------------------------------------------
Tiomin Resources Inc. said Friday Freegold Ventures Limited has
not repaid the US$2.25 million secured loan due to Tiomin on
July 15, 2009.

The original bridge loan to Freegold was due January 15, 2009,
and subsequently extended to February 10, and further extended to
July 15.  Tiomin and the other bridge loan lender have agreed to a
further extension to August 15, 2009, during which period a final
resolution is sought.

Tiomin is reviewing its options to exercise its security rights to
recover the bridge loan in the most accretive way for its
shareholders.

Freegold has said it is working to satisfy its various debt
obligations and raise additional working capital, which may
include the sale of individual projects.  There is no assurance
that Freegold will successfully conclude any such transaction or
arrange financing to satisfy its creditors.

Robert Jackson, President and CEO of Tiomin said, "This is a
difficult time for many junior explorers and Freegold is no
exception.  However, Freegold's debt problems do not diminish the
geological merit of its assets.  We see value in Freegold's assets
and seek a constructive resolution of this issue."

                           About Freegold

Friday Freegold Ventures Limited (CA:ITF) (FRANKFURT: FR4) is a
North American exploration and development company that is
currently exploring advanced-stage gold projects in Idaho and
Alaska.  Freegold holds a 100% interest in the Almaden gold
project in southern Idaho, a 93% interest in the Golden Summit
gold project outside Fairbanks, Alaska, and near the Fort Knox
gold mine, a 100% interest in the Rob gold project near the Pogo
gold mine in the Goodpaster Mining District of Alaska.  It also
has an exploration agreement with an option to lease the Vinasale
gold project in central Alaska.

                       About Tiomin Resources

Tiomin Resources Inc. -- http://www.tiomin.com/-- is a mining
company traded on The Toronto Stock Exchange with a focus on the
exploration and development of base metals, precious metals, and
titanium mineral sands projects.


FULTON HOMES: Monthly Sales Increased Since March 2009
------------------------------------------------------
J. Craig Anderson at The Arizona Republic reports that Fulton
Homes Corp.'s sales have increased to more than 80 homes per month
from 12 homes per month in March 2009.

"In the last 16 weeks, we sold 348 homes.  It's going to change
the outcome of the bankruptcy," The Arizona Republic quoted Dennis
Webb, Fulton Homes' vice president of operations, as saying.

According to The Arizona Republic, real-estate consultant Jim
Belfiore said that Fulton Homes' sevenfold increase in sales from
March through Thursday has a lot to do with a decision by the
Company to lower its prices significantly.  Some larger Fulton
Homes have sold for as little as $55 a square foot, which some
experts have said is less than what it costs to build a home, The
Arizona Republic states, citing Mr. Belfiore.  The Arizona
Republic relates that none of Fulton Homes' products exceeds $80 a
square foot.  Much of Fulton Homes' sales have been in geographic
areas, primarily the Southeast Valley, where the Company has
priced homes to be competitive with foreclosures, the report
states, citing Mr. Belfiore.

The Arizona Republic relates that Bank of America, the lead
creditor in Fulton Homes' bankruptcy case, recently secured court
permission to go after the Company's sales and home-warranty
companies in its push for remittance.  According to the report, a
group of lenders led by Bank of America claims that Fulton Homes
owes them some $160 million.  The report states that on July 2, a
judge ruled that the lenders could force Fulton Homes to defend
its position in court with regard to the warranty and sales
companies, but that it needed to wait until the bankruptcy case
was concluded.

Fulton Homes Corporation -- http://www.fultonhomes.com-- is a
Tempe, Arizona-based homebuilder.  The Company filed for Chapter
11 protection on January 27, 2009 (Bankr. D. Ariz. Case No. 09-
01298).  Mark W. Roth, Esq., at Shughart Thomson & Kilroy PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debt between $100 million and $500 million each.


GEORGIA GULF: Extends Private Debt Exchange Offers to July 23
-------------------------------------------------------------
Georgia Gulf Corporation has extended the expiration date for its
private offers to exchange its outstanding 7.125 percent Senior
Notes due 2013; 9.5 percent Senior Notes due 2014; and 10.75
percent Senior Subordinated Notes due 2016; and related consent
solicitations until 12:00 midnight, New York City time July 23,
2009.

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

Each exchange offer will expire at 12:00 midnight, New York City
time, on July 23, 2009, unless extended.  As of 5:00 PM ET on
July 17, 2009 approximately $653.1 million, or 81.6 percent of the
aggregate principal amount of the notes had been tendered in the
exchange offers, comprised of $60.4 million, $434.6 million and
$158.1 million of the $100 million, $500 million and $200 million
in principal amount outstanding of the 2013, 2014 and 2016 notes,
respectively.

The minimum tender condition to consummation of the exchange
offers has been lowered to 94 percent with the consent of the
holders of a majority in principal amount of the notes. The
exchange offers are also subject to further specified conditions.

Full details of the exchange offers and related consent
solicitations are included in the offering memorandum for the
exchange offers, copies of which are available to Eligible Holders
(as defined below) from Global Bondholder Services Corporation,
the information agent, by calling (212) 430-3774 or toll free at
(866) 873-7700.

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

Neither the shares of convertible preferred stock nor the shares
of common stock have been registered under the Securities Act of
1933 or any state securities laws and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements.

                       About Georgia Gulf

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

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

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

                           *     *     *

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

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

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

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


GOLFERS' WAREHOUSE: Worldwide Golf Sale Hearing Set for Aug. 5
--------------------------------------------------------------
At Golfers' Warehouse, Inc.'s request, the Honorable Albert S.
Dabrowski has scheduled a final hearing at 10:00 a.m. on August 5,
2009, to authorize and approve the sale of its six stores in
Connecticut, Rhode Island, and Massachusetts to the highest
bidder, free and clear of liens, claims and encumbrances.

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

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

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

   (i) the United States Trustee

  (ii) Counsel for the Debtor:

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

(iii) Counsel for Worldwide Golf:

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

          - and -

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

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

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

          - and -

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

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

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


GREAT CIRCLE: Court Confirms Reorganization Plan
------------------------------------------------
Great Circle Family Foods, LLC, the franchisee of Krispy Kreme
Doughnut Corporation in Southern California, said the United
States Bankruptcy Court for the Central District of California has
confirmed its Second Amended Chapter 11 Plan of Reorganization.

In conjunction with the Plan, Great Circle has:

    -- Substantially restructured its operations and balance
       sheet;

    -- Assured the ongoing operation of Southern California's
       11 Krispy Kreme Doughnuts locations;

    -- Preserved approximately 240 jobs in Southern California;

    -- Forged a renewed, collaborative and sustainable
       relationship with its franchisor; and

    -- Established a solid platform from which to further
       penetrate its market.

"This is an exciting day for everyone associated with Great
Circle," commented Roger Glickman, Chief Executive Officer of
Great Circle Family Foods, LLC.  "Our restructuring has been a
long and painful process, but we emerge as a healthy enterprise
thanks to the dedication and hard work of our outstanding
employees and to the loyalty of our cherished customers."

Through the bankruptcy process, Great Circle was effectively able
to address its financial challenges and create a solid foundation
for future success.  The Company looks forward to bringing more
Krispy Kreme doughnuts to more Southern Californians by opening
new, cost efficient stores in the coming years.

"We are very pleased that our franchise partner Great Circle
Family Foods has emerged from Chapter 11," said Steve Lineberger,
President of U.S. Stores for Krispy Kreme Doughnut Corporation.
"They are a strong operator, and we are very committed to
assisting them as they move forward successfully.  Krispy Kreme
has developed an increasingly collaborative relationship with our
franchisees as we continue our work to improve franchisee service
and support levels.  There is much that Krispy Kreme and Great
Circle Family Foods can continue to learn from each other, and we
look forward to being a part of their future."

During the next few years, the Company will focus on retiring
residual debt obligations and refurbishing stores, while looking
for growth opportunities the new economy presents.

                         2nd Amended Plan

Pursuant to the Second Amended Plan of Reorganization, all of the
Debtors will be merged into and substantially consolidated with
Great Circle Family Foods, LLC, as the Reorganized Debtor.  On the
Plan's Effective Date, all of the existing equity interests in all
of the Debtors will be cancelled and extinguished.

On the Plan Effective Date, the Reorganized Debtor will be owned
50% by the New Investor and 50% by the Liquidating Trust for the
benefit of holders of allowed general unsecured creditors claims.
Roger E. Glickman will serve as the initial Chairman of the
Management Committee of the Reorganized Debtor as well as the
Chief Executive Officer and Chief Financial Officer of the
Reorganized Debtor, which are the same titles he holds at this
time.  Brett Garlinghouse will serve as the initial President of
the Reorganized Debtor, which is the same title he holds at this
time.  The Reorganized Debtor will serve as the disbursing agent
for purposes for making all distributions required to be made
under the Plan.

In exchange for a contribution of $150,000 of new cash, all of
which will be paid to the holders of Class 4 allowed general
unsecured claims, and various personal guarantees to GE Capital
Franchise Finance Corp., the Debtors' primary secured creditor,
and Krispy Kreme Doughnut Corp., Richard Reinis will receive 50%
of the equity interests in the Reorganized Debtor.  Richard Reinis
owns October Acquisitions, LLC, the Debtors' other primary secured
creditor.

The Plan segregates the various claims against and interest in the
Debtors as follows:

Class    Description               Treatment
-----    -----------               ---------
  1       All Claims of GE          Impaired; Entitled to Vote

  2       All Claims of October     Impaired; Entitled to Vote
          Acquisitions, LLC

  3       Non-tax Priority Claims   Unimpaired; Not Entitled to
                                    Vote

  4       General Unsecured         Impaired; Entitled to Vote
          Claims

  5       Other Secured Claims      Impaired; Entitled to Vote

  6       All Equity Holders        Not Entitled to Vote; Deemed
                                    to have rejected the Plan.

GE will receive $250,000 cash plus 4 promissory notes from the
Reorganized Debtor: Promissory Note 1 for $1,400,000, Promissory
Note 2 for $90,000, Promissory Note 3 for $790,000, and Promissory
Note 4 for $280,000.

The debt owed to October Acquisitions, LLC, amounts to roughly
$5,625,000.  OA has agreed to permit the Reorganized Debtor to
repay the full amount of OA's allowed secured and super-priority
administrative claim of $210,127 over time and to voluntarily
waive the balance of its claim of more than $5,400,000 in order to
increase the distributions and value to be received by other
general unsecured creditors.  OA is owned by Richard Reinis.

General unsecured creditors will receive a cash payment in the
amount of $400,000 ($150,000 of which will be funded from the new
cash contribtuion, with the other $250,000 to be funded from the
Debtors' cash on hand) plus 50% of the stock in the Reorganized
Debtor.

Classes 1, 2, 4, and 5 are impaired under Plan and are entitled to
vote under the Plan.  All equity holders are deemed to have
rejected the plan and are not entitled to vote.

A full-text copy of the disclosure statement describing the
Debtors' Second Amended Plan, dated February 18, 2009, is
available at:

   http://bankrupt.com/misc/GreatCircle.DS2ndAmendedPlan.pdf

   http://bankrupt.com/misc/GreatCircle.DS2ndAmendedPlanPart2.pdf

                  About Great Circle Family Foods

Headquartered in Los Angeles, California, Great Circle is the
franchisee and operator of Krispy Kreme Doughnuts stores in
Southern California.  Great Circle was founded in 1998.  During
the immediately succeeding years, it became Krispy Kreme's
Franchisee of the Year, a franchise leader in quality, service and
cleanliness, and a national award winner for technological
advances in its reporting systems.  By 2004, the Company had
rapidly expanded to 31 locations, serving 800 wholesale accounts
with its own distribution system, employing 1,500 people, and
generating over $64 million in revenue.

From 2004 to 2007, Great Circle retrenched.  Countering negative
sales trends, the Company terminated its massive wholesale
business, eliminated the distribution system, sold or closed
twenty locations, trimmed overhead, restructured substantial bank
indebtedness, and improved certain strategic relationships,
including its relationship with its franchisor.  Most importantly,
Great Circle changed its business model to the small format store
concept now being used in international markets.

Having accomplished much of its restructuring, the Company
determined that completion required one more steps in the process.
On August 22, 2007, Great Circle and its related entities filed
voluntary bankruptcy petitions under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Central District of California.  This step enabled the Company
to finalize a restructuring with secured creditors and to ensure
that Great Circle may move forward with a viable business
employing a hub and spoke retail system with new products and the
same superb service that made it so successful from the outset.

Great Circle Family Foods, LLC -- http://www.gcff.com/-- and five
of its affiliates filed separate petions for Chapter 11 protection
on Aug. 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12600).
David M. Poitras, Esq., at Jeffer, Mangels, Butler & Marmaro LLP;
Holly Roark, Esq., Juliet Y. Oh, Esq., Kim Tung, Esq., Monica Y.
Kim, Esq., Ovsanna Takvoryan, Esq., and Ron Bender, Esq., at
Levene, Neale, Bender, Rankin & Brill, L.L.P.; and Mitchell N.
Reinis, Esq., at Silver & Freedman, represent the Debtors.
Weiland, Golden, Smiley, Wang Ekvall & Strok LLP represents the
Official Committee of Unsecured Creditors as counsel.  When the
Debtors filed for protection from their creditors, they listed
assets of between $1 million and $100 million and the same range
in debts.


GREEN PLANET: Semple Marchal Raises Going Concern Doubt
-------------------------------------------------------
Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, raised
substantial doubt about Green Planet Group, Inc.'s ability to
continue as a going concern after auditing the Company's financial
results for the years ended March 31, 2009, and 2008.  The
auditors pointed to the Company's significant operating losses and
negative working capital.

At March 31, 2009, Green Planet's balance sheet, showed total
assets of $21,499,863, total liabilities of $24,058,317, resulting
in a stockholders' deficit of $2,558,454.

For the fiscal year ended March 31, 2009, the Company posted a net
loss of $3,823,415 compared with a net loss of $2,450,084 for the
same period in the previous year.

At March 31, 2009, the Company related that it does not have any
significant commitments for capital expenditures.  The Company is
discussing with potential customers the manufacturing and delivery
logistics and depending on the results of the negotiations.

At March 31, 2009, the Company aggregate of accounts payable,
accrued liabilities and notes due within one year increased by
$12,570,712 from $4,268,746.  These obligations together with
operation costs will have to be funded from operations and
additional funding from debt and equity offerings.

Headquartered in Scottsdale, Arizona, Green Planet Group Inc.
(OTC:GNPGE) -- http://www.greenplanetgroup.com/-- engages in
ongoing research and development to create eco-friendly products
and services for the new, Green Economy.  GNPG provides gasoline,
oil and diesel additives for engines, other transportation-related
fluids and industrial lubricants.


HAWAIIAN TELCOM: Court Denies Plan Exclusivity Extension
--------------------------------------------------------
For reasons stated in open court, Judge King of the U.S.
Bankruptcy Court for the District of Hawaii denied the request of
Hawaiian Telcom Communications, Inc., and its affiliates to
extend (i) their exclusive period to file a reorganization plan
through September 30, 2009, and (i) their exclusive period to
solicit acceptances of that plan through November 30, 2009.

Judge King directed the Debtors, at a July 1, 2009 hearing, to
consider reorganization plans that compete with their Joint
Chapter 11 Plan of Reorganization dated June 3, 2009, according
to Bloomberg News says.

By virtue of the Court's current ruling, the Debtors' Exclusive
Plan Filing Period expired on July 1, 2009, which was extended by
one day pursuant to a bridge order, as amended.  The Debtors'
Exclusive Solicitation Period remains September 1, 2009.

             Debtors' Further Reply to Sandwich Isles

Prior to entry of the Exclusivity Denial Order, the Debtors
argued that the issues raised by Sandwich Isles are not relevant
to whether cause exists to extend or terminate exclusivity.

Prior to entry of the Exclusivity Denial Order, the Debtors
argued that the issues raised by Sandwich Isles are not relevant
to whether cause exists to extend or terminate exclusivity.
Theodore D. C. Young, Esq., at Cades Schutte LLP, in Honolulu,
Hawaii, maintained that contrary to Sandwich Isles' accusations,
the Debtors' businesses are performing according to and ahead of
projections.  He further said that Sandwich Isles' proposal
lacks, among others, support from the Debtors, the Secured
Lenders, the Official Committee of Unsecured Creditors, and the
equity sponsor or the International Brotherhood of Electric
Workers, Local 1537.  He asserted that even if Sandwich Isles is
correct in its arguments, no basis exists to terminate
exclusivity to allow a competitor to propose a plan that pays
less than fair value for the assets and where the competitor does
not have the support of a single creditor constituency.

As to Sandwich Isles' arguments about the impact of regulatory
requirements on the confirmability of the Plan, Mr. Young said
that no legal or factual bars exist to the Secured Lenders and
holders of senior notes' becoming the holders of the reorganized
Hawaiian Telcom stock.  Pursuant to Section 310(a) of Title 47 of
the U.S. Code, the Federal Communications Commission can permit
foreign holders to indirectly own greater than 25% of a regulated
entity if the FCC finds it is in public interest.  He further
notes that Section 269-17.5 of Hawaii Revised Statutes does not
bar foreign ownership, but rather imposes a Hawaii Public
Utilities Commission approval requirement.  More importantly, he
insisted that allowing Sandwich Isles to file its proposed plan
would result in unnecessary delay as Sandwich Isles must complete
substantial diligence before filing a reorganization plan, which
adds administrative costs to the Debtors' estates and will
disrupt Hawaiian Telcom's emergence.  "A material risk exists
because terminating exclusivity will send the wrong message to
employees, customers and creditors at a time when their
collective support is most critical," he said.

                     Committee's Comment

For its part, the Creditors Committee also disagreed with the
Debtors' Plan because the Plan was crafted by the Debtors and the
Lenders without any meaningful input or review by it.
Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi
LLC, in Honolulu, Hawaii, said that, as will be proved by the
Committee in a lien dispute action against the Lenders, the liens
of the Lenders are worth substantially less than the entire
enterprise value of the Debtors and significant value should be
available to unsecured creditors under any plan that would be
deemed confirmable.  In this regard, the Committee asserted that
the Debtors' Plan cannot be confirmed.  The Committee, however,
noted that Sandwich Isles' proposal is not sufficiently developed
and does not provide sufficient value to the Debtors' estates.
Thus, the Committee also does not support the Sandwich Isles
Proposal at this time.

Against this backdrop, the Committee told the Court that it
should be permitted to share exclusivity with the Debtors after
the Court's determination of the Lenders' summary judgment motion
in the Lien Dispute scheduled on July 30, 2009.  Mr. Muzzi
contended that allowing the Committee to file its own Plan in the
event it is successful in the Lien Dispute will help "level the
playing field" for unsecured creditors.

Accordingly, the Committee asked the Court to limit the Debtors'
exclusivity extension to an additional 30 days to permit
consideration of the Debtors' Exclusivity Motion after the
Court's ruling on the Lenders' Summary Judgment Motion.  He
maintained that reconsidering the Debtors' Motion will permit the
Debtors, the Lenders and the Committee to further consider the
Sandwich Isles Proposal in the event Sandwich Isles is able to
further develop its proposal at that time.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: D. Lamm Wants Payment of $10MM Admin. Claim
------------------------------------------------------------
In May 2009, Mark Douglas Lamm was riding his motorcycle with his
10-year old daughter, Shealyn Lamm, when a truck owned by Hawaiian
Telcom Communications Inc. and its affiliates operated by their
employee, made a left turn and drove directly into the path of Mr.
Lamm and his passenger.  Lissa D. Shults, Esq., at Shults & Tamm,
ALC, in Honolulu, Hawaii, discloses that Mr. Lamm died in the
hospital while his daughter suffered a severe tibial fracture.
The Lamms assert tort damages exceeding $10,000,000.  Ms. Shults
notes that the Debtors are insured by policies of insurance,
including a policy with First Insurance Company of Hawaii, which
provides primary coverage for the Lamms' incident.

Thus, pursuant to Section 503(b)(1)(A) of the Bankruptcy Code,
the estate of Mark Douglas Lamm, and Beate Lamm, for herself and
on behalf of Shealyn Lamm, ask the Court to compel payment of
their administrative expense claim for $10,000,000 against the
Debtors.  The Lamms also demand that the Debtors notify those
insurers of the tort damages.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: May Use Cash Collateral Until August 31
--------------------------------------------------------
Judge King authorized Hawaiian Telcom Communications Inc. and its
affiliates' continued use of the cash collateral of their
prepetition lenders, on a consensual basis, through and including
August 31, 2009.

The Third Cash Collateral Extension Order provides that the
Debtors will pay to the Prepetition Agent on an ongoing basis:

    (1) The current cash payment of interest at the non-default
        rates at the times provided for in the Prepetition
        Credit Agreement, provided that from March 1, 2009, to
        August 31, 2009, those obligations will be satisfied by:

        -- payment of cash interest calculated at the non-
           default rates with respect to $300 million of the
           outstanding Senior Secured Debt; and

        -- the deemed payment of interest with respect to the
           balance of outstanding Senior Secured Debt, with the
           amount being included in the amount of Senior
           Secured Debt.

    (2) Cash payments equal to all accrued and unpaid non-
        default rate interest, fees and expenses then owing
        with respect to the Prepetition Obligations or provided
        for in the Prepetition Financing Documents; and

    (3) From time to time after the Petition Date, the current
        cash payment of documented fees and expenses as and
        when due and payable under the Prepetition Financing
        Documents, including fees and expenses of legal counsel
        and other professionals retained by the Prepetition
        Lenders.

A full-text copy of the Third Extension Order dated June 30,
2009, is available for free at:

    http://bankrupt.com/misc/HawTel_3rdExtCashCollOrd.pdf

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Seeks to Expand Deloitte's Services
----------------------------------------------------
Hawaiian Telcom Communications Inc. and its affiliates tell the
Bankruptcy Court that they are in need of supplemental audits to
remain in compliance with certain regulatory schemes.
Accordingly, the Debtors seek the Court's permission to expand
the scope of Deloitte & Touche LLP's services to include:

  (a) an audit of the Debtors' financial statements and a review
      of interim financial information.  Specifically, under the
      Financial Statement Audit, Deloitte & Touche will:

      -- obtain an understanding of internal controls sufficient
         to plan the audit and to determine the nature, timing
         and extent of audit procedures to be performed;

      -- examine, on a test basis, evidence supporting the
         amounts and disclosures in the Debtors' financial
         statements;

      -- inquire directly of the Debtors' audit committee
         regarding its views about the risk of fraud and whether
         the Audit Committee has knowledge of any fraud or
         suspected fraud affecting the Debtors;

      -- assess the accounting principles used and significant
         estimates made by management; and

      -- evaluate the overall financial presentation; and

  (b) a limited scope of audit of financial statements of the
      Debtors' 401(k) plans for management employees and hourly
      employees and the Debtors' retiree welfare benefit trust
      for the year ended December 31, 2008

The Financial Statement Audit will express an opinion on the
fairness of the presentation of the Debtors' financial statements
for the year ended December 31, 2009, to conform with generally
accepted accounting principles.  Similarly, a review of interim
financial information performed under Statements on Auditing
Standards No. 100 will provide Deloitte & Touche a basis for
communicating whether any material modifications should be made
to the interim financial information to conform with generally
accepted accounting principles.  Moreover, the objective of the
Limited Scope Audit is for Deloitte & Touche to issue an opinion
on whether the form and content of the information included in
the Plans' financial statements and supplemental schedules are
presented to comply with 29 CFR 2520.103-8 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act.

In connection with the Financial Statement Audit, the Debtors
will pay Deloitte & Touche at the firm's customary hourly rates
and fees:

          Title                       Rate per Hour
          -----                       -------------
       Partner/Director               $375 to $450
       Senior Manager                 $300 to $350
       Manager                        $250 to $300
       Senior                         $200 to $250
       Staff                          $150 to $250

With respect to the Limited Scope Audits, the Debtors will pay
Deloitte & Touche a fixed fee, which is $55,000 plus Hawaii
general excise tax for 4.16% and a City and County of Honolulu
surcharge of 0.546%.  In addition, the Debtors note that the
United States Trustee for Region 15 has agreed to not object to
the time billed to the Limited Scope Audits being recorded in
half-hour increments rather than the customary 1/10th hour
increments.  Deloitte & Touche will submit invoices for those
services rendered since May 4, 2009.

Paul H. Higo, partner at Deloitte & Touche, assures the Court
that upon review, his firm does not hold or represent any
interest materially adverse to the Debtors in the matters for
which it has been employed.  Accordingly, Deloitte & Touche
remains a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code, he maintains.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: To Assert Confidentiality of Some Plan Documents
-----------------------------------------------------------------
Theodore D.C. Young, Esq., at Cades Schutte LLP, in Honolulu,
Hawaii, notes Hawaiian Telcom Communications Inc.'s plan process
is now open to potential purchasers and plan sponsors and other
parties-in-interest will be able to file competing plans in light
of the Court's July 1, 2009 Exclusivity Period Extension Denial
Order.  Now that the Court has opened the process, interested
parties will need to complete diligence and review of the Debtors'
confidential materials in order to propose terms for a potential
transaction or to file a competing plan.

The Debtors are aware that the Official Committee of Unsecured
Creditors intends to find potential plan sponsors and the Debtors
are aware of one potential purchaser.

Against this backdrop, the Debtors ask the Court to approve
certain standardized procedures for third party-access to their
confidential and competitively sensitive information.

The Debtors propose a Protocol that consists of three tiers
providing for greater access to the Debtors' confidential
information, advisors and members of management:

  * Level One: If a potential purchaser or plan sponsor
    executes a Non-disclosure Agreement and provides
    information sufficient to show that it is qualified to
    pursue a transaction, it will be given access to the
    electronic data room containing confidential financial and
    operation materials, a company overview presentation
    prepared by the Debtors' management and access to interviews
    with the Debtors' advisors.

    To determine if a party is qualified, the party should
    provide the Debtors' financial advisor, Lazard Freres & Co,
    LLP, as well as the financial advisors to the Official
    Committee of Unsecured Creditors and the Secured Lenders
    with information sufficient to show its bona fides,
    including information regarding its market capitalization,
    revenue, EBITDA, liquidity and cash flow, debt capacity,
    history and experience of doing acquisitions or funds under
    management.

    To the extent the potential purchaser's information is
    contained in public disclosures, it can identify those
    materials for the advisors' review.  The potential purchaser
    or plan sponsor should identify any financial institutions
    it intends to work with to the extent it will not self-
    finance the transaction.  In addition, any potential
    purchaser or plan sponsor must pursue a plan that
    contemplates committed financing at the time the agreement
    is signed.  Any proposed plan or transaction that contains
    contingent financing will not be viable proposal for the
    Debtors in the Chapter 11 cases.

    If Lazard Freres, or the financial advisors for the
    Committee and the Secured Lenders, determines that the party
    is qualified, then the qualified party should sign the form
    of Non-disclosure Agreement and will be given Level One
    access.  To the extent any dispute arises regarding whether
    a potential purchaser or plan sponsor is a qualified party,
    the Debtors propose that those disputes be handled by the
    Court on an expedited basis.

  * Level Two:  A qualified party that proposes a transaction or
    a Chapter 11 plan that gains support of the Debtors, the
    Secured Lenders, or the Committee will be given Level Two
    access.  Level Two access will provide greater access to the
    Debtors' confidential and competitively sensitive
    information.  After access to the scope of information made
    available through public filings and Level One access,
    parties are typically able to propose a transaction in
    sufficient detail to gain the support of the major
    constituencies.

  * Level Three:  After the parties progress to a negotiated and
    substantially complete asset purchaser agreement or other
    transaction that is the basis for a Chapter 11 plan, the
    qualified potential purchaser or plan sponsor will be given
    access to the Debtors' most confidential and competitively
    secret information.  Those "11th hour" disclosures would
    include materials that would directly harm the Debtors from
    disclosure to a strategic competitor.  The 11th Hour
    Disclosures are standard industry practice and the Debtors
    should be allowed to rely on those protections to maintain
    the most commercially sensitive information.

Mr. Young stresses that the Debtors' need to protect confidential
information is substantial as disclosure of competitively
sensitive information can impair the Debtors' business
operations.  He asserts that improper disclosure of confidential
information would allow a competitor to:

  -- undercut the Debtors' business operations and efforts to
     maintain and grow their customer base,

  -- recruit key employees for hire with the knowledge of the
     details of their current compensation package, and

  -- advertise perceived network and IT system weaknesses to
     their customers that the competitors are targeting for
     their own business.

The Proposed Protocol will effectuate the Court's July 1 Order
while balancing third parties' need to obtain diligence against
the Debtors' need to protect the confidentiality of its
competitively sensitive information, Mr. Young maintains.  The
Proposed Protocol standardizes access to the Debtors'
confidential information, while still allowing the Debtors to
prudently manage the diligence process and its attendant costs,
without jeopardizing their confidential and competitively
sensitive information, he maintains.

At the Debtors' behest, Judge King will hear the Debtors' Motion,
on an expedited basis, on July 29, 2009.  Objections are due
July 28.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HEAVY LEASING: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Heavy Leasing, LLC
        2525 E. Calle Bacardi
        Vail, Az 85641

Bankruptcy Case No.: 09-16511

Chapter 11 Petition Date: July 16, 2009

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

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
            110 S Church Ave #2270
            Tucson, Az 85701
            Tel: (520) 623-8330
            Fax: (520) 623-9157
            Email: Eric@Ericslocumsparkspc.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
16 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/azb09-16511.pdf

The petition was signed by Chris O'Neil, member of the Company.


HUNTSMAN CORP: S&P Affirms 'B' Corporate Credit Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit ratings, on Huntsman Corp. and its
subsidiary Huntsman International LLC, and removed all ratings
from CreditWatch with negative implications, where they were
placed on June 26, 2007.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating and its '2'
recovery rating to Huntsman International LLC's $500 million term
loan due 2016, indicating substantial recovery (70% to 90%) in the
event of a default.

The CreditWatch placement initially reflected announcements
related to the proposed acquisition of Huntsman by Basell AF SCA,
and later by Hexion Specialty Chemicals Inc.  Subsequently,
following the failure of these proposed transactions, the
CreditWatch reflected concerns on liquidity and near-term
debt maturities at Huntsman, along with weakness in operating
performance.

"The removal of the ratings from CreditWatch and the stable
outlook recognize that key concerns related to Huntsman's onerous
near-term debt maturity profile have been addressed by management
actions following a recent $1.7 billion settlement in favor of the
company," said Standard & Poor's credit analyst Paul Kurias.

Utilizing proceeds from the settlement, Huntsman is in the process
of redeeming about $500 million of debt maturing in the next
several years.  In addition, the company announced it plans to
substantially reduce a $650 million revolving credit facility that
matures in August 2010, which is supplanted by a large cash
balance that bolsters liquidity.

Pro forma for the settlement and the $500 million debt paydown,
the cash balance as of March 31, 2009, is about $1.6 billion, an
improvement over the actual liquidity levels reported on that date
of $450 million in cash and about $600 million in revolving credit
facility availability.  The settlement consists of $620 million in
cash, $500 million in seven-year senior secured term loan
financing, and $600 million in seven-year unsecured note
financing.  Huntsman also received $12 million in reimbursement of
litigation costs.


HYDROGENICS CORP: Offers to Acquire Algonquin Power Income Fund
---------------------------------------------------------------
Hydrogenics Corporation filed with the U.S. Securities and
Exchange Commission a Form F-4 related to its offer to purchase
all of the issued and outstanding trust units of Algonquin Power
Income Fund together with any associated rights issued and
outstanding under a Unitholder Rights Plan.  Under the Offer, each
Unitholder who validly deposits and does not withdraw Trust Units
under the Offer is entitled to receive, in respect of each such
Trust Unit, one common share of a new class of common shares in
the capital of Hydrogenics.

In addition, Hydrogenics has agreed to make a take-over bid to
holders of the APIF Series 1 Debentures and the APIF Series 2
Debentures pursuant to which the Debentures will be exchanged for
newly-issued debentures of Hydrogenics or, in the case of the APIF
Series 1 Debentures, at the option of Debentureholders, for
Hydrogenics Shares, subject to certain limits and conditions.

The Board of Trustees has entered into the Support Agreement with
Hydrogenics and 7188501 Canada Inc. -- as New Hydrogenics -- with
respect to the Offer and the CD Exchange Offers.  Pursuant to a
plan of arrangement, substantially all of the assets and
liabilities of Hydrogenics will be transferred to New Hydrogenics
and the existing class of common shares of Hydrogenics will be
redeemed for New Hydrogenics Shares.  Following the redemption,
the original shareholders of Hydrogenics will be shareholders of
New Hydrogenics and will no longer have any interest in
Hydrogenics.  Trust Units will be taken up under the Offer and
Debentures will be taken up under the CD Exchange Offers
contemporaneously with the completion of the Plan of Arrangement.

Pursuant to the registration statement, Hydrogenics is registering
77,981,867 shares of common stock for a proposed maximum aggregate
offering price of $216,789,590.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?3f86

As reported by the Troubled Company Reporter on July 10, 2009,
Hydrogenics said in a filing with the Securities and Exchange
Commission that its ability to continue as a going concern is
dependent on the successful execution of the Company's business
plan.  The Company's ability to continue as a going concern is
dependent on the successful execution of its business plan which
involves: (i) securing additional financing to fund its
operations; (ii) advancing product designs for efficiency,
durability, cost reduction and entry into complimentary markets;
(iii) increasing market penetration and sales; (iv) actively
managing its liquidity; and (v) retaining and engaging staff.  At
present, the success of these initiatives cannot be assured due to
the material uncertainties attributed to the Company's ability to
obtain financing and meet its revenue targets.

                   About Hydrogenics Corporation

Based in Mississauga, Ontario, Canada, Hydrogenics Corporation --
http://www.hydrogenics.com/-- is a developer and provider of
hydrogen generation and fuel cell products and services, serving
the growing industrial and clean energy markets of today and
tomorrow.  Hydrogenics has operations in North America and Europe.


INTEST CORP: Posts $2.7MM Net Loss in Quarter Ended March 31
------------------------------------------------------------
inTEST Corporation posted a net loss of $2,755,000 for three
months ended March 31, 2009, compared with a net loss of
$1,326,000 for the same period in the previous year.

At March 31, 2009, inTEST Corporation's balance sheet showed total
assets of $16,605,000, total liabilities of $6,152,000 and
stockholders' equity of $10,453,000.

The Company related that net cash used in operations for the three
months ended March 31, 2009, was $1.7 million compared to $452,000
for the same period in 2008.  The increase in net cash used in
operations reflects its higher net loss for the first quarter of
2009 as compared to the first quarter of 2008.  During the first
quarter of 2009, trade accounts and notes receivable decreased
$887,000, inventories decreased $633,000 and accounts payable
decreased $503,000, all of which reflect the reduction in the
level of business during the first quarter of 2009.

Purchases of property and equipment were $33,000 for the three
months ended March 31, 2009.  The Company has no significant
commitments for capital expenditures for the balance of 2009,
however, depending upon changes in market demand, it may make
purchases as it deems necessary and appropriate.

Net cash used in financing activities for the three months ended
March 31, 2009, was $3,000, which represents payments made under
capital lease obligations.

The Company has a secured credit facility that provides for
maximum borrowings of $250,000.  This credit facility is secured
by all the assets of inTEST Corporation, Temptronic Corporation
and inTEST Silicon Valley Corporation, excluding all patents.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?3f9b

                    About inTEST Corporation

inTEST Corporation (NASDAQ:INTT) is an independent designer,
manufacturer and marketer of manipulator and docking hardware,
temperature management and tester interface products that are used
by semiconductor manufacturers in conjunction with automatic test
equipment in the testing of integrated circuits.  The Company
manages its business as three product segments:
Manipulator and Docking Hardware Products, Temperature Management
Products and Tester Interface Products.  In October 2008, it
acquired Sigma Systems Corp.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 14, 2009,
McGladrey & Pullen, LLP, in Blue Bell, Pennsylvania raised
substantial doubt about inTEST Corporation's ability to continue
as a going concern after auditing financial results for the year
ended December 31, 2008.  The auditors pointed to the Company's
significant losses in three of the last five years including
losses in 2007 and 2008.


ISCO INT'L: Unsecured Creditors & Stockholders May Get Nothing
--------------------------------------------------------------
ISCO International Inc. filed a voluntary petition for relief
pursuant to Chapter 11 of the United States Bankruptcy Code on
July 14, 2009.  The petition was filed in the United States
Bankruptcy Court for the Northern District of Illinois, Case No.
09-25416.

The Company will continue to operate as a debtor-in-possession
under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code.

On June 30, the Company said it has no assets with which to
conduct its prior, normal business operations and anticipates
that, within a very short time, it would implement some procedure
to formally wind-up its business.  Because of the continued
liability of roughly $15 million to its secured lenders, the
Company does not anticipate that any funds will be available for
distribution to unsecured creditors or stockholders.

On May 19, 2009, ISCO International received a letter from its
transfer agent, Mellon Investor Services LLC, indicating that
Mellon will be terminating the parties' Transfer Agent Agreement
dated July 12, 2008.

In Mellon's letter, it indicates that the Agreement will be
terminated because the Company has not provided certain requested
documentation to Mellon.  As a result of the acquisition of
substantially all of the assets of the Company by its secured
lenders and the resulting cessation of its business operations,
the Company has determined that it does not have the capabilities
or resources necessary to cure the default under the Agreement and
it does not intend to do so.  Therefore, according to the terms of
the letter, the Agreement will be terminated as of July 20, 2009.

Upon termination, the Company will no longer have an independent
transfer agent.  As of June 30, the Company indicated it has not
yet made any arrangements regarding the transfer of its shares
after July 20, 2009, but plans to disclose additional arrangements
with the Securities and Exchange Commission.

On June 9, 2009, the Company received an Answer and Counterclaim
from TAA Group, Inc., with respect to the lawsuit filed by the
Company in March 2009 against TAA in connection with TAA's
purchase of the Company's former subsidiary, Clarity Communication
Systems Inc.  In the Answer, TAA denies any liability to the
Company and in the Counterclaim, TAA seeks $10 million in lost
profits for its alleged lost contract opportunities.  The Company
believes that the Counterclaim is without merit.  The Company has
said it is currently evaluating the Counterclaim to determine how
it intends to proceed.

Based in Elk Grove Village, Illinois, ISCO International Inc.
filed for bankruptcy on July 14, 2009 (Bankr. N.D. Ill. Case No.
09-25416).  John H. Squires presides over the case.  Joel A.
Schechter, Esq., in Chicago, represents the Debtor.  ISCO listed
assets ranging from $1,000,001 to $10,000,000, and debts ranging
from $10,000,001 to $50,000,000.


JUNIOR BOILES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Junior Boiles Construction, LLC
        P.O. Box 5806
        Midland, TX 79704-5806

Bankruptcy Case No.: 09-70166

Chapter 11 Petition Date: July 16, 2009

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

Debtor's Counsel: Wiley France James III, Esq.
            James & Haugland, P.C.
            P.O. Box 1770
            El Paso, TX 79949-1770
            Tel: (915) 532-3911
            Fax: (915) 541-6440
            Email: wjames@jghpc.com

Total Assets: $253,265

Total Debts: $446,612

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/txwb09-70166.pdf

The petition was signed by Alton Boiles Jr., president of the
Company.


LANDSOURCE COMMUNITIES: Plan Confirmed; To Emerge as Newhall
------------------------------------------------------------
Lennar Corporation said the U.S. Bankruptcy Court in Wilmington,
Delaware has confirmed the plan of reorganization for LandSource
Communities Development LLC.  LandSource will emerge from
bankruptcy as a reorganized company called Newhall Land
Development, LLC.  The confirmation clears the way for the
reorganized company to emerge from Chapter 11 with more than
$90 million in cash and free of debt.

As part of the plan, Lennar will invest roughly $140 million in
exchange for a 15 percent equity stake in the reorganized Newhall,
the settlement and the release of all claims that might have been
asserted against Lennar, and ownership of the equity in several
projects that were formerly owned by LandSource.

As reported by the Troubled Company Reporter on July 9, 2009,
Barclays Bank PLC, as plan proponent and administrative agent
under LandSource and its affiliates' First Lien Credit Agreement,
sought and obtained the Court's permission to file a
"Resolicitation Motion" on an expedited basis to ensure that the
confirmation process of the Second Amended Plan of Reorganization
for LandSource Communities Development LLC and its debtor
affiliates may proceed with little delay.  The Plan Proponent said
it has also agreed to make certain modifications to the Second
Amended Plan.

Accordingly, the Plan Proponent filed a motion in Court on July 6,
2009, seeking approval of:

  (a) a supplemental disclosure to the Second Amended Disclosure
      Statement;

  (b) the supplement as containing "adequate information" as
      that term is defined under Section 1125(a)(1) of the
      Bankruptcy Code; and

  (c) various materials for distribution by mail to certain
      Holders of Claims in the Voting Classes.

The Plan Proponent has made a number of modifications to the
Second Amended Plan, after engaging in substantial negotiations,
to resolve objections expected to be raised by the Official
Committee of Unsecured Creditors and the administrative agent
under the Debtors' Second Lien Credit Agreement.  Those
modifications are contained in the Modified Second Amended Plan
and described in the Supplemental Disclosure.  A full-text copy
of the Modified Second Amended Plan blacklined against the Plan
dated June 4, 2009, is available for free at:

  http://bankrupt.com/misc/LandS_Modified2ndAmendedPlan.pdf

According to the Plan Proponent, it informed the Court of these
developments at a June 30, 2009, telephonic hearing, whereby it
outlined a process for resoliciting votes among the creditor
classes affected by the modifications.  The Plan Proponent says
it worked closely with the Committee, the Debtors, the Second
Lien Administrative Agent, the Office of the U.S. Trustee for
Region 3 and Lennar to develop supplemental disclosure materials
that fairly and completely reflect modifications to the Plan.

The Supplement contains additional information with respect to:

   * the modified treatment of Holders of Claims in Classes 4
     and 5;

   * the waiver of unsecured claims asserted by Lennar Corp. and
     LNR CPI Cross Valley Plaza LLC, LNR CPI Entrada Office LLC,
     LNR CPI Plaza West Hills LLC, LNR CPI Valencia Town Center
     Office LLC, LNR CPI West Creek Apartments LLC, LNR CPI West
     Creek Retail LLC, LNR Gateway V LLC, LNR Land Partners Sub
     LLC, LNR NWHL Holdings Inc., LNR Property Corporation and
     each of their affiliates -- the LNR Entities -- and release
     of avoidance actions against Lennar and LNR;

   * the LNR Equity Investment;

   * the revised equity ownership in the Reorganized Debtors
     resulting from the increase in utilization of the Rights
     Offering, the sale of equity interests to LNR, and the
     settlements with Class 4 and Class 5;

   * an updated Valuation Analysis, which pertains to a recovery
     analysis that identifies the effects of the modifications
     on plan recoveries; and

   * an updated "Sources and Uses" chart to take into account
     the modifications to the Second Amended Plan.

A full-text copy of the Disclosure Statement Supplement is
available for free at http://bankrupt.com/misc/LandS_Supp_DS.pdf

The Supplement will allow holders of Claims in Classes 3, 4 and 5
time to review and analyze the revised treatment of those Classes
of Claims under the Modified Second Amended Plan and vote to
accept or reject the Modified Second Amended Plan accordingly, if
a Ballot was not previously cast by the July 6, 2009 deadline, or
change a prior cast vote.

The Revised Solicitation Package consisted of (i) a written notice
of the new confirmation hearing date and the deadline for voting
on the Modified Second Amended Plan; (ii) the supplemental
disclosure to the Second Amended Disclosure Statement; (iii) a
blacklined version of the Modified Second Amended Plan; (iv)
solely for those Holders of Claims in Classes 3, 4 and 5, an
appropriate Ballot to be used for voting on the Modified Second
Amended Plan; (v) solely for Holders of Claims in Class 4, an
amended letter from the Second Lien Administrative Agent in
support of the Modified Second Amended Plan; (vi) solely for
Holders of Claims in Class 5, an amended letter from the Committee
in support of the Modified Second Amended Plan; (vii) an amended
letter from the Debtors in support of the Modified Second Amended
Plan; (viii) a letter from the Plan Proponent in support of the
Modified Second Amended Plan; and (ix) solely for those Holders of
claims in Classes 3 and 4, a form to rescind any prior
subscription agreement submitted to the Subscription Agent, at the
Holder's option based upon the Modified Second Amended Plan.

In light of the changes to the Modified Second Amended Plan,
parties who previously opted into the Convenience Class may now
choose to opt out.

Judge Kevin Carey granted Barclay's request, and set a hearing to
consider approval of the Resolicitation Motion on July 20, 2009.
The Confirmation Hearing, originally scheduled to begin July 13,
2009, was adjourned to July 20, 2009, at 10:00 a.m. Eastern Time.

Prior to the entry of the Court's ruling, Roberta A. DeAngelis,
the Acting United States Trustee for Region 3, asserted that
Barclays has placed the cart before the horse.  The U.S. Trustee
contended that the Plan Proponent should file its amended
documents first and seek their approval, on shortened time if
necessary, and then re-solicit votes.  Barclays' request appears
to eliminate any meaningful opportunity for review and response,
the U.S. Trustee noted.

                        About Lennar Corp.

Lennar Corporation (NYSE: LEN and LEN.B) -- http://www.lennar.com/
-- founded in 1954, is one of the nation's leading builders of
quality homes for all generations. The Company builds affordable,
move-up and retirement homes primarily under the Lennar brand
name.  Lennar's Financial Services segment provides primarily
mortgage financing, title insurance and closing services for both
buyers of the Company's homes and others.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LANG HOLDINGS: Files for Chapter 11; Quick Sale Required
--------------------------------------------------------
Lang Holdings Inc. filed a Chapter 11 petition before the U.S.
Bankruptcy Court for the District of Delaware to sell the
business, Bill Rochelle at Bloomberg News said.

Debt includes $6.1 million on a term loan and $12.8 million owing
on a revolving credit.  Sun Lang Finance LLC purchased the secured
debt before the filing and is offering $16 million in secured
loans for the reorganization.

According to Bloomberg, the terms of the DIP loan require filing a
motion within 30 days to set up auction and sale procedures.  The
auction must take place within 85 days, and the sale must be
completed inside 89 days.

Lang Holdings Inc. is a supplier of calendars, greeting cards,
stationery and back-to-school supplies.  Lang Holdings includes a
number of brands which are some of the most well known in the
gift, specialty and mass merchandiser markets, including LANG,
Avalanche Publishing and Turner Licensing.

Headquartered in Delafield, Wisconsin, Lang Holdings owned by
private equity firm Catterton Partners.  The Company was acquired
in 2003 by Catterton, who also owned Archway Cookies prior to its
bankruptcy filing in 2008.

The Company filed for Chapter 11 on July 16, 2009 (Bankr. D. Del.
Case No. 09-12543).  The petition said assets are more than
$50 million while debt is less than $50 million.


LANG HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lang Holdings, Inc.
        514 Wells Street
        Delafield, WI 53018

Case No.: 09-12543

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Turner Acquisition, Inc.                           09-12544
Avalanche Publishing Acquisition, Inc.             09-12545
Avalanche Publishing, Inc.                         09-12546
The Lang Companies, LLC                            09-12547
The Lang Store, Ltd.                               09-12548

Type of Business: Lang Holdings Inc. is a supplier of calendars,
                  greeting cards, stationery and back-to-school
                  supplies.  Lang Holdings includes a number of
                  brands which are some of the most well known in
                  the gift, specialty and mass merchandiser
                  markets, including LANG, Avalanche Publishing
                  and Turner Licensing.

                  Headquartered in Delafield, Wisconsin, Lang
                  Holdings owned by private equity firm Catterton
                  Partners.  The Company was acquired in 2003 by
                  Catterton, who also owned Archway Cookies prior
                  to its bankruptcy filing in 2008.

Chapter 11 Petition Date: July 16, 2009

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

Judge: Kevin J. Carey

Debtor's Counsel: David R. Hurst, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  The Brandywine Bldg., 17th Fl
                  1000 West Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

                  Michael R. Nestor, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Laurie Gilner, the company's president
and CEO.

Lang Holdings, Inc.'s List of 30 Largest Unsecured Creditors:

  Entity                      Nature of Claim        Claim Amount
  ------                      ---------------        ------------
DuHwei (Max Fame)              Trade debt             $1,817,134

Scotty Y. Whang                Promissory Note        $1,753,976
7 Red Bird
Irvine, CA 92603

G&B Enterprise Asia Ltd.       Trade Debt             $1,495,395

Doosan                         Trade Debt             $1,205,487

Fuda Stationary                Trade Debt             $458,385

Burton & Mayer, Inc.           Trade Debt             $443,399

Journal Sentinel Direct        Trade Debt             $376,206

Sing Cheong                    Trade Debt             $354,745

Southern Imperial Inc.         Trade Debt             $354,158

Inland American Industrial     Trade Debt             $349,864
Mgmt., LLC

Run Bao                        Trade Debt             $343,631

Warehouse Specialists Inc.     Trade Debt             $337,054

Hornson Enterprises Ltd.       Trade Debt             $314,103

Kirkland & Ellis LLP           Trade Debt             $312,971

XPEDX                          Trade Debt             $276,623

NFL Players, Inc.              Trade Debt             $265,504

Xinzhou Craft                  Trade Debt             $264,745

Jiaxing Seagull Paper          Trade Debt             $253,738
Products

Octagon                        Trade Debt             $250,000

Major League Baseball          Trade Debt             $223,968
Properties

Grant Thornton                 Trade Debt             $189,330

Oracular Milwaukee Inc.        Trade Debt             $178,080

514 Wells, LLC                 Trade Debt             $176,202

NBC Universal TV Group         Trade Debt             $166,645

Precision Color Graphics Ltd.  Trade Debt             $141,482

UPS Freight                    Trade Debt             $131,285

New Berlin Associates          Trade Debt             $131,229

Codeworks                      Trade Debt             $129,212

Totalogistix, Inc.             Trade Debt             $127,622

RSM McGladrey, Inc.            Trade Debt             $126,311


LAUTH INVESTMENT: Taps Kirkland & AlixPartners for Restructuring
----------------------------------------------------------------
Cory Schouten at IBJ.com reports that Lauth Group Inc. has hired
Kirkland & Ellis and AlixPartners, two of the nation's most
prominent bankruptcy and restructuring specialists, to handle the
cases of Lauth Investment Properties LLC and two other units.

Lauth Investments' executives said that they need the best
attorneys and advisers to handle the Company's complex structure,
renegotiate loans, and fight to retain control of properties,
IBJ.com relates.  According to IBJ.com, Lauth Investments asked
Judge Basil H. Lorch for permission to set aside $3.5 million for
legal services, and about $2.5 million has been authorized so far.

Lynn M. LoPucki, a law professor at UCLA who has studied the cost
of bankruptcy filings, said that attorney's fees in the Lauth
Investments bankruptcy should total $3 million -- less than the
$5.5 million the firm predicted through September, IBJ.com
reports.

IBJ.com states that Lauth Investments predicted that bankruptcy
and professional fees through September could reach $5.5 million,
which the Company won't be able to afford without spending down
cash balances and securing $15 million in so-called debtor-in-
possession financing.  The report says that Lauth Investments'
been trying to line up the financing for weeks, as the Company is
in danger of running out of cash this month.

According to IBJ.com, the bill for Lauth Investments' counsel will
exceed $1 million for the first month, including $726,000 for
AlixPartners.  IBJ.com says that Kirkland & Ellis, which got a
$1 million retainer when it signed on for the case, hadn't filed
its own first itemized bill.  IBJ.com relates that Lauth
Investments' highest-paid attorneys are Jim Stempel -- who bills
at $860 per hour -- and Reed Oslan, who bills at $795 per hour.
The report states that the highest-paid AlixPartners adviser
working on the Lauth Investments' bankruptcy case is Managing
Director Jared Yerian, who billed $139,000 in May 2009.

Inland American Real Estate Trust, Lauth Investments' largest
creditor, said in court documents that the Company is using its
highly paid attorneys to protect Lauth Group and its principals,
before it is even clear if the Company can get financing.  IBJ.com
notes that Lauth Investments' attorneys and other advisers would
have priority over other creditors in getting fees paid even if
efforts to line up financing fail.

           Inland Tries to Trip Co. in Its Bankruptcy

Inland has argued that Lauth Investments didn't have the authority
for the bankruptcy filing.

Lauth Investments CEO Bob Lauth said in a statement that the
Company's bankruptcy filing wouldn't have been necessary if Inland
had not moved to take control two Lauth subsidiaries in April,
after the Debtor defaulted on an equity investment agreement.

Lauth Investments' principals believe they have equity, though an
exact figure won't be determined until properties are refinanced
or sold over the next few years, but the bankruptcy proceedings
should help maximize the assets for every creditor, IBJ.com says,
citing Mr. Oslan.

The court will hold the next hearing in the bankruptcy on July 23,
IBJ.com states.

            Foreclosure Proceedings & Other Lawsuits

Huntington, according to IBJ.com, started foreclosure proceedings
this month against a Lauth-developed distribution building at
Eaglepoint Business Park in Brownsburg.  Wells Fargo is also suing
Lauth Investments' top executives -- Robert Lauth Jr., Gregory
Gurnik, Lawrence Palmer, and Michael Curless -- alleging that they
committed felony fraud by secretly transferring millions of
dollars in assets to their wives or family trusts.  IBJ.com
relates that the executives had promised the assets as collateral
for the loans, an allegation that they denied.

IBJ.com says that some creditors are angry at Lauth Investments'
decision to add $480,000 in monthly management fees for about 60
properties controlled by the bankrupt entities, saying that the
fees are another excuse to transfer money from bankrupt entities
to non-bankrupt entities.  The fees are being assessed on existing
properties since fees from construction and development have dried
up, the report states, citing an attorney for Lauth Investments.

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

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


LEAR CORP: Employs Curtis Mallet-Prevost as Conflicts Counsel
-------------------------------------------------------------
The Debtors seek the Court's authority to employ Curtis, Mallet-
Prevost, Colt & Mosle LLP as their conflicts counsel, nunc pro
tunc to the Petition Date.  The Debtors believe that rather than
resulting in any extra expense to the Debtors' estates, the
retention of CMP as their conflicts counsel will promote the
effective and economical representation of the Debtors in the
Chapter 11 Cases.

As conflicts counsel, CMP will:

  (a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

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

  (c) take necessary action to protect and preserve the Debtors'
      estates, including prosecuting actions on the Debtors'
      behalf, defending any action commenced against the Debtors
      and representing the Debtors' interests in negotiations
      concerning litigation in which the Debtors are involved,
      including objections to claims filed against the estates;

  (d) prepare motions, applications, answers, orders, appeals,
      reports and papers necessary to the administration of the
      Debtors' estates;

  (e) take any necessary action on behalf of the Debtors to
      obtain approval of a disclosure statement and confirmation
      of one or more chapter 11 plans;

  (f) represent the Debtors in connection with obtaining
      postpetition financing;

  (g) advise the Debtors in connection with any potential sale
      of assets;

  (h) advise the Debtors on the rights of offset and the
      applicability of the "safe harbor" provisions of the
      Bankruptcy Code;

  (i) appear before the Court, any appellate courts and the
      United States Trustee, and protect the interests of the
      Debtors' estates before those Courts and the United States
      Trustee;

  (j) consult with the Debtors regarding tax matters; and

  (k) perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      the Chapter 11 cases, including:

         (i) the analysis of the Debtors' leases and executory
             contracts and the assumption, rejection or
             assignment;

        (ii) the analysis of the validity of liens against the
             Debtors' interests in property; and

       (iii) advice on corporate, litigation, employment,
             intellectual property, governmental investigatory,
             regulatory and environmental matters.

The Debtors seek to retain CMP as their conflicts counsel because
CMP has extensive expertise, experience and knowledge in the
field of debtors' and creditors' rights and business
reorganization under Chapter 11 of the Bankruptcy Code, as well
as other areas of the law where the Debtors may need legal
advice.

The Debtors will pay CMP in accordance with the firm's current
hourly rates:

  Professional              Rate/Hour
  ------------              ---------
  Partners                  $675-$785
  Counsel                   $525-$595
  Associates                $290-$575
  Paraprofessionals         $170-$210
  Managing Clerks                $415
  Support Counsel            $55-$325

The Debtors will also reimburse CMP for reasonable, out-of-pocket
expenses.

Steven J Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

                         About Lear Corp.

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

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

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

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

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


LEAR CORP: Hires Brooks as Counsel for IP Matters
-------------------------------------------------
Lear Corp. and its affiliates seek the Court's authority to employ
Brooks Kushman P.C., as their special counsel, nunc pro tunc to
the Petition Date.  The Debtors have selected Brooks Kushman
because of the firm's long-standing representation of the Debtors
and its attendant intimate knowledge of their business and
affairs, as well as Brooks Kushman's extensive experience and
expertise in the services for which it is to be employed.

The Debtors seek to employ Brooks Kushman to advise them and
their board of directors with respect to matters of intellectual
property, protection and enforcement.

Since 1995, Brooks Kushman has provided legal services regarding
intellectual property matters to the Debtors.  These services
have included filing and enforcing the Debtors' patents,
trademarks and other intellectual property, as well as
representing the Debtors in certain intellectual property
litigation and related services.

Brooks Kushman will not serve as bankruptcy and reorganization
counsel to the Debtors, and while certain aspects of the
representation will necessarily involve both Brooks Kushman and
the Debtors' bankruptcy and reorganization counsel, Kirkland &
Ellis LLP, the Debtors believe that the services Brooks Kushman
will provide will be complementary rather than duplicative of the
services to be performed by such Kirkland and Ellis.

The Debtors will pay Brooks Kushman based on the firm's current
hourly rates:

  Professional               Range
  ------------               -----
  Paralegals                $63-$88
  Associates                $106-$272
  Shareholders              $178-$306

The Debtors paid Brooks Kushman a retainer of $460,298 for its
prepetition and postpetition services and expenses to be rendered
or incurred for or on behalf of the Debtors.  The Debtors have
agreed that any portion of the advance payment retainer not used
to compensate Brooks Kushman for its prepetition services and
expenses ultimately will be used by Brooks Kushman to apply
against the firm's other bills and will be placed in a segregated
account.

Earl J. LaFontaine, Esq., at Brooks Kushman P.C., in Southfield,
Michigan, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Lear Corp.

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

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

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

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

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


LEAR CORP: Hires Kurtzman Carson Consultants as Claims Agent
------------------------------------------------------------
Lear Corp. and its affiliates are concerned that thousands of
security holders and other parties-in-interest involved in the
Chapter 11 cases may impose heavy administrative and other burdens
on the Court and the Office of the Clerk of the Court.  To relieve
the Clerk's office of these burdens, the Debtors sought and
obtained the Court's authority to employ Kurtzman Carson
Consultants LLC as their notice and claims agent.

KCC is one of the country's leading chapter 11 administrators,
with experience in noticing, claims administration, solicitation,
balloting and facilitating other administrative aspects of
Chapter 11 Cases.

The Debtors believe that KCC is fully equipped to handle the
volume of mailing involved in properly sending the required
notices to, and processing the claims of, creditors and other
interested parties in the Chapter 11 Cases.

As claims and noticing agent, KCC will:

  (1) notify all potential creditors of the filing of the
      bankruptcy petitions and of the setting of the first
      meeting of creditors, pursuant to Section 341(a) of the
      Bankruptcy Code, under the proper provisions of the
      Bankruptcy Code and the Federal Rules of Bankruptcy
      Procedure as determined by Debtors' counsel;

  (2) prepare and serve 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);

        * notices of objections to claims;

        * notices of any hearings on a disclosure statement and
          confirmation of a 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 Chapter 11 Cases;

  (3) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed;

  (4) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Chapter 11 Cases without charge during regular business
      hours;

  (5) furnish a notice of the last date for the filing of
      proofs of claims and a form for the filing of a proof of
      claim, after notice and form are approved by the Court;

  (6) file with Clerk an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed, and the date mailed, within 10 days
      of service;

  (7) docket all claims received by the Clerk's Office,
      maintain the official claims registers for each Debtor on
      behalf of the Clerk, and provide the Clerk with certified
      duplicate, unofficial Claim Registers on a monthly basis,
      unless otherwise directed;

  (8) record all transfers of claims, pursuant to Rule 3001(e)
      of the Federal Rules of Bankruptcy Procedure, and will
      provide any notices of those transfers required by
      Bankruptcy Rule 3001(e);

  (9) specify, in the applicable Claims Register, these
      information for each claim docketed: (i) the claim number
      assigned, (ii) the date received, (iii) the name and
      address of the claimant and agent, if applicable, who
      filed the claim, and (iv) the classification of the
      claim;

(10) relocate, by messenger, all of the actual proofs of claim
      filed with the Court to KCC, not less than weekly;

(11) upon completion of the docketing process for all claims
      received to date by the Clerk's Office for each case, turn
      over to the Clerk copies of the claims register for the
      Clerk's review;

(12) make changes in the Claims Registers pursuant to Court
      Order;

(13) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list
      will be available upon request by a party-in-
      interest or the Clerk;

(14) Assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of a plan of reorganization;

(15) provide other claims processing, noticing, and
      administrative services as may be requested from time to
      time by the Debtors;

(16) file with the Court the final version of the claims
      register immediately before the close of the Chapter 11
      Cases; and

(18) at the close of the case, box and transport all original
      documents, in proper format, as provided by the Clerk's
      Office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit, Missouri.

Thirty days prior to the close of the Chapter 11 cases, an Order
dismissing the Agent will be submitted terminating the services
of the Agent upon completion of its duties and responsibilities
and upon the closing.

In addition, KCC will assist the Debtors with, among other
things:

  (a) maintaining and updating the master mailing lists of
      creditors;

  (b) gathering data in conjunction with the preparation of the
      schedules of assets and liabilities and statement of
      financial affairs;

  (c) tracking and administration of claims; and

  (d) performing other administrative tasks pertaining to the
      administration of the Chapter 11 cases as may be requested
      by the Debtors or the Clerk's Office.

The Debtors will pay KCC based on the firm's current hourly
rates:

        Professional                        Rate/Hour
        --------                            ---------
        Clerical                            $45-$65
        Project Specialist                  $80-$140
        Consultant                          $165-$245
        Senior Consultant                   $255-$275
        Senior Managing Consultant          $295-$325
        Technology/Programming Consultant   $145-$195
        Weekend, holidays and overtime      Waived

Prior to the Petition Date, the Debtors paid KCC a retainer of
$100,000.

As part of the overall compensation, the Debtors have agreed to
indemnify and hold harmless KCC, its officers, employees and
agents except for gross negligence and willful misconduct.

Michael J. Frishberg, vice president of Corporate Restructuring
Services of Kurtzman Carson Consultants LLC, in El Segundo,
California, assures the Court that KCC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                         About Lear Corp.

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

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

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

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

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


LEAR CORP: Proposes Management Incentive Plan
---------------------------------------------
Lear Corp. and its affiliates seek the Bankruptcy Court's
authority to implement a key management incentive plan.  The
Debtors developed the KMIP to award bonuses to approximately 29
key management employees, ncluding five "insiders," as that term
is defined in Section 101(31) of the Bankruptcy Code, whom the
Debtors determined are instrumental to their ability to develop a
plan of reorganization, effect all actions necessary to exiting
Chapter 11 within the established timeframe, and drive actions
that maximize value of the estates and facilitate their successful
restructuring.

The insiders eligible to receive bonus payments under the KMIP
consist of the Debtors' chief executive officer, chief financial
officer, general counsel, president of the Debtors' seating
division, and president of the Debtors' electrical and electronic
systems division.

Seventy-five percent of an eligible employee's total target award
is based on certain Chapter 11 plan milestones.  The remaining 25
percent of an eligible employee's total target award opportunity
is based on the Debtors' satisfying, if not exceeding, certain
operating earnings targets.

A. Milestone Awards

The Milestone Awards are based on the Debtors' achieving certain
key milestones in the Chapter 11 cases and are allocated in this
manner:

  * eligible employees will receive 25% of their total target
    award opportunity for filing by no later than 60
    days after the Petition Date, a plan of reorganization that
    conforms to the terms of the Debtors' chapter 11 plan term
    sheet or other plan that the Debtors' board of directors
    determines is in the Debtors' best interests; and

  ? eligible employees will receive 50% of their total target
    award opportunity for consummating a plan of reorganization
    and emerging from chapter 11 by no later than 300 days after
    the Petition Date.

B. Financial Performance Awards

The Financial Performance Awards are based on the Debtors'
achieving certain quarterly adjusted operating earnings targets
set forth in the Debtors' long-term business plan developed
during the first half of 2009.  To the extent that the Debtors
exceed these targets, payments on account of the Financial
Performance Awards may exceed their target levels up to a
maximum of 140% of that target level.  If the Debtors'
performance falls below the target levels but exceeds certain
operating earnings thresholds set at a certain percentage of the
target, the eligible employees may receive reduced payouts on
account of the Financial Performance Awards.  If performance is
below the threshold level, no payments will be made.  If the
Debtors emerge from chapter 11 during the course of a quarter,
the Financial Performance Awards will be prorated for the portion
of the quarter before the Debtors' emergence.

Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in New York,
says relates if the Debtors meet the milestones on which the
Milestone Awards are based and if the Debtors achieve target-
level performance with respect to the metrics on which the
Financial Performance Awards are based, then the aggregate amount
payable under the KMIP will be approximately $20,600,000.

For eligible employees other than the Debtors' chief executive
officer, the Milestone Awards will be paid within 10 days
following the Debtors' achieving the key milestones on which the
payments are based, and the Financial Performance Awards are
payable quarterly, within 30 days of completion of the quarter,
upon the Debtors' achieving certain adjusted operating earnings
targets determined based on the Debtors' long-term business plan.

All amounts payable to the Debtors' chief executive officer on
account of the Milestone Awards and the Financial Performance
Awards will be aggregated and will be paid in two installments:

  (a) 50% upon the Debtors' emergence from chapter 11; and

  (b) 50% upon the one-year anniversary of the Debtors'
      emergence.

John R. Sinkular, principal in the Executive Compensation and
Rewards line of business of Towers Perrin, had submitted with the
Court a declaration in support of the Motion.  The Debtors
retained Towers Perrin to assist them in developing the KMIP.

Mr. Sinkular relates that his firm analyzed information regarding
the executive compensation structures present in other automotive
supplier and general industry Chapter 11 cases and has determined
that an incentive plan based only on short-term financial metrics
would not be sufficiently aligned with the Debtors' success in
achieving a quick restructuring through the Chapter 11 cases or
with maximizing their long-term business prospects.

"I believe that the KMIP awards are properly aligned with the
Debtors' objective of maximizing the value of the enterprise and
generally consistent with market practices, and therefore should
reasonably incentivize the participating employees," Mr. Sinkular
says.

The prepetition secured lender steering committee and the ad hoc
noteholder committee support the Debtors' request for approval of
the KMIP.

                         About Lear Corp.

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

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

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

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

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


LEAR CORP: Sec. 341 Meeting of Creditors Set for September 1
------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, will convene a
meeting of the creditors of Lear Corporation and its debtor
affiliates on September 1, 2009, at 2:00 p.m.  The meeting will
be held at the office of the U.S. Trustee located at 80 Broad
Street, 4th Floor, in New York.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                         About Lear Corp.

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

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

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

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

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


LEAR CORP: U.S. Trustee Appoints Unsecured Creditors Committee
--------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints seven
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Lear Corporation and its 23 debtor-
affiliates:

(1) Pension Benefit Guaranty Corporation
    1200 K Street, NW
    Washington, DC 20005
    Attention: Dana Cann, Senior Financial Analyst
    Tel: (202) 326-4000 (Ext. 3810)
    Fax: (202) 842-2643

(2) International Union UAW
    8000 East Jefferson Avenue
    Detroit, Michigan 48214
    Attention: Niraj R. Ganatra, Associate General Counsel
    Tel: (313) 926-5216
    Fax: (313) 926-6240

(3) The Bank of New York Mellon Trustee Company, N.A.
    6325 West Campus Oval, Suite 200
    New Albany, Ohio 43054
    Attention: Donna J. Parisi, Vice President
    Tel: (614) 775-5279
    Fax: (614) 775-5636

(4) Grammar Industries, Inc.
    119 Matrix Parkway
    Piedmont, South Carolina 29650
    Attention: Joel Snead, Director of Finance
    Tel: (864) 672-0025

(5) TK Holdings, Inc.
    2500 Takana Drive
    Auburn Hills, Michigan 48326
    Attention: Kevin Kennedy, Vice President of Sales
    Tel: (248) 377-6127
    Fax: (248) 373-2897

(6) Tyco Electronics Corporation
    1050 Westlake Drive
    Berwyn, Pennsylvania 19312-2423
    Attention: Dino LaPaglia, Director of Finance and
    Accounting
    Tel: (610) 893-9412
    Fax: (610) 893-9494

(7) Porter Engineered Systems, Inc.
    28700 Cabot Drive - Suite 800
    Novi, Missouri 48377
    Attention: John E. Ball, Chairman and Chief Executive
    Officer
    Tel: (248) 994-8105
    Fax: (248) 994-8102

                         About Lear Corp.

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

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

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

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

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


LOMBARD PUBLIC: S&P Cuts Rating on $53.995 Million Bonds to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Lombard Public Facilities Corp.'s $53.995 million conference
center and hotel series A-2 bonds to 'B+' from 'BB-'.  The outlook
remains negative.  The downgrade reflects the project's poor
performance in 2009.  Net revenues for the project, including the
hotel and restaurant, through May 2009 are 25% below the revised
2009 budget, largely due to the recession.  If the project's
financial performance remains at these levels through 2009, S&P
estimates that the debt service coverage ratio for the series A
bonds for 2009, including the $2 million city support, would be
just above 1.0x, but slightly lower when the funding of the
furniture, fixture, and equipment reserve is included.  The
project does have about $16.5 million in liquidity in various
reserves available for senior bondholders.

The project pays debt service from revenues from its 500-room
Westin Hotels & Resorts hotel and conference center in the Village
of Lombard, Ill., which opened in August 2007.  Hotel net revenues
secure the series A-2 bonds.  Westin, a subsidiary of Starwood
Hotels & Resorts Worldwide Inc. (BB/Stable/--) operates the hotel
under a 15-year management contract.

The negative outlook reflects S&P's expectation that the project
will not achieve 1.0x coverage of all obligations, including the
FF&E deposits, from project net income if the hotel continues its
poor performance for the rest of the year.  While the project has
enough liquidity to support series A bond debt service for more
than two years, S&P could lower the rating if the financial
performance remains at this level for longer than one to two
years.

"We may revise the outlook back to stable if S&P see the project
performance begin to improve and return to the 2008 levels," said
Standard & Poor's credit analyst Jodi Hecht.


LUNA INNOVATIONS: Hansen Verdict Forces Chapter 11 Filing
---------------------------------------------------------
Luna Innovations Incorporated on Friday filed for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Western District of Virginia.  The
company emphasizes that it expects to continue to operate normally
to serve customers, develop and manufacture products, and maintain
employment at all facilities during the restructuring process.

"The jury verdict in our dispute with Hansen Medical in April
obviously presented a very serious potential negative outcome for
Luna as well as its creditors, shareholders and other
stakeholders," said Kent Murphy, chairman and chief executive
officer.  "In the absence of reasonable settlement of that
dispute, we believe that today's filing is in the best interests
of Luna and our shareholders, creditors and communities, while
providing the first step toward securing a future for Luna.  We
intend to build on our history of innovation and product
development, outstanding products, and excellent customer service.

"[T]he jury in our litigation proposed an award to Hansen in
excess of $36 million," Mr. Murphy added. "Since then, we have
filed motions with the court in California to have the award
reduced, and Hansen has filed motions to ask the court to increase
the award.  While we believe we have arguments as to why the award
should be significantly reduced, there is no way to predict the
outcome of the litigation."

As part of its filing for reorganization, Luna is requesting the
Virginia court to estimate Hansen's claims in litigation at less
than $1.3 million.  If that motion is successful before the court,
the company believes the proposed reorganization plan would result
in creditors receiving 100 percent of their allowed claims.

"The plan that we proposed and filed, if confirmed by the court,
would pay our creditors on their valid claims and leave our
current shareholders in place while allowing us to continue to
build upon the recent achievements of this company and the
potential of our product pipeline," Mr. Murphy said.  "It was
after long and careful consideration with our board of directors
and outside advisors that we concluded this was the right move. I
believe that the actions taken . . . represent the best path for
Luna and all of our stakeholders."

Mr. Murphy stressed that Luna's business has continued to make
progress in recent quarters despite the litigation.  "Since the
first quarter of 2007, we have grown our revenue base by
approximately 20 percent while reducing our baseline expenses and
increasing the efficiency of operations by nearly 20 percent," he
said.  "These results are a tribute to our employees and the work
they do for our customers every day.  We look forward to operating
in the normal course of business during our restructuring to meet
our customers' needs."

                      About Luna Innovations

Headquartered in Roanoke, Virginia, Luna Innovations Incorporated
-- http://www.lunainnovations.com/-- is focused on sensing and
instrumentation, and pharmaceutical nanomedicines.  Luna develops
and manufactures new-generation products for the healthcare,
telecommunications, energy and defense markets.  Its products are
used to measure, monitor, protect and improve critical processes.


LUNA INNOVATIONS: Bankruptcy Cues Nasdaq Delisting Notice
---------------------------------------------------------
Luna Innovations Incorporated on Friday received a delisting
determination letter from the Nasdaq Stock Market Listing
Qualifications Staff indicating the Listing Qualifications Staff's
decision to delist Luna's common stock from the Nasdaq Global
Market pursuant to Nasdaq Marketplace Rules 5101, 5110(b) and
IMa^'5101-1.  The determination was made following Luna's action
to file a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code.

The delisting determination letter further advises Luna that
trading of Luna's common stock will be suspended at the opening of
business on July 28, 2009 unless it requests a hearing before a
Nasdaq Listing Qualifications Hearing Panel to appeal the proposed
delisting.  Luna intends to request a hearing to appeal the
proposed delisting. Luna's common stock will remain listed on the
Nasdaq Global Market pending the outcome of the hearing.

                      About Luna Innovations

Headquartered in Roanoke, Virginia, Luna Innovations Incorporated
-- http://www.lunainnovations.com/-- is focused on sensing and
instrumentation, and pharmaceutical nanomedicines.  Luna develops
and manufactures new-generation products for the healthcare,
telecommunications, energy and defense markets.  Its products are
used to measure, monitor, protect and improve critical processes.


LUNA TECHNOLOGIES: Files Chapter 11 After $36 Million Verdict
-------------------------------------------------------------
Luna Technologies Inc. filed for Chapter 11 protection this
morning before the U.S. Bankruptcy Court for the Western District
of Virginia in Roanoke to deal with a $36.4 million jury verdict
in favor of Hansen Medical Inc., Bill Rochelle at Bloomberg News
reported.

According to the report, Luna said it was attempting to have the
court in California lower the verdict while Mountain View,
California-based Hansen wants it higher.  Luna said in a statement
that it will ask the bankruptcy court to estimate the Hansen claim
at $1.3 million.  At the reduced amount, Luna said all creditors
can be paid in full, and stockholders can retain ownership.

Based in Roanoke, Virginia, Luna Technologies Inc. is a developer
of pharmaceutical nanomedicines.  It filed for Chapter 11 on July
17 (Bankr. W.D. Virginia Case No. 09-71810). The petition said
assets are less than $10 million.


LYONDELL CHEMICAL: Court Approves Reliance Nat'l Settlement
-----------------------------------------------------------
The Debtors sought and obtained a Court order permitting Debtor
Millennium Holdings, LLC, to enter into a settlement agreement
with Reliance National Insurance Company Limited.

London Market and Winterthur International America Insurance
Company issued nine excess liability policies, wherein Reliance
National participates, and which provide coverage for certain
tort-like claims issued to Hanson Trust LLC between October 1,
1991 and October 1, 1996.

Millennium Holdings' predecessors were subsidiaries of Hanson
during the issued period and were thus covered by the Reliance
Policies.  The total limits of coverage to which Reliance
National subscribed is $29,147,773.  Each Reliance Policy is a
high-level excess liability policy that provides coverage at an
attachment point between $15,000,000 and $55,000,000.

Since 1987, several governmental entities and private parties
have asserted lead-related claims against Millennium Holdings,
arising from the activities of Millennium Holdings' predecessor-
in-interest, The Glidden Company, a lead-pigment manufacturer.
In August 2005, Reliance National established a solvent scheme of
arrangement to wrap up all of its business.  The Scheme was
approved by the U.S. Bankruptcy Court for the Southern District
of New York in December 2006.  In light of the lead-related cases
pending against Millennium Holdings, Millennium Holdings filed a
proof of claim along with forms preserving its right to
participate in Reliance National's Scheme.

Millennium Holdings and Reliance National attempted to agree on
valuation for Millennium Holdings' claim under the Reliance
Policies but were unable to do so.  Accordingly, in May 2009,
Millennium Holdings reopened negotiations with Reliance National
resulting to an agreement resolving Millennium Holdings' claim on
May 13, 2009.

Pursuant to the Reliance Settlement, the parties agreed to a
settlement amount as to the established liability of Reliance
National under the Reliance Policies.  The established liability
takes into account (i) Millennium Holdings' history of success
defending against lead-related claims, (ii) the Reliance
Policies' high attachment points, and (iii) the risk of a low, or
even zero recovery in the Scheme adjudication.

In essence, the Debtors pointed out that the Reliance Settlement
is favorable to their estates in light of the risk of obtaining
(i) little or no recovery if the policies remained in force and
Millennium Holdings never incurred sufficient lead-related
liability; and (ii) a zero valuation in the adjudication pursuant
to the Scheme.  Similarly, the Debtors said that the Reliance
Settlement allows Millennium Holdings to avoid the cost of
completing the adjudication.

At the Debtors' behest, the Court authorized the Debtors to file
an exhibit to the Motion containing the Reliance Settlement
because it contains sensitive information, specifically the
settlement amount.  The Debtors are directed to provide an
unredacted copy of the agreement to counsel and financial
advisors to (i) the Official Committee of Unsecured Creditors;
and (ii) agents for the DIP Lenders.

                      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: Court OKs Entry Into City Gen. Settlement
------------------------------------------------------------
The Bankruptcy Court authorized debtor Millennium Petrochemicals
Inc.'s entry into a settlement with City General Insurance
Company, Limited.

Millennium Petrochemicals is successor-in-interest to National
Distillers and Chemical Corporation, including certain policies
of insurance issued to National Distillers.  The Insurance
Policies provide Millennium Petrochemicals with insurance
coverage for certain tort-like claims filed against it and its
predecessors and are issued between October 1, 1957, and
October 1, 1963.  The total limit that City General subscribed to
is $349,580.

Each Subject Policy is an excess liability policy that provides
coverage at an attachment point of either $1,000,000 or
$4,000,000, and pays defense costs only after each corresponding
underlying policy has been exhausted.  As of September 30, 2008,
Millennium Petrochemicals had incurred $10,536,390 in defense
costs and $4,056,111 in payment of settlement or judgments
totaling $14,592,501, in resolution of the Claims.  After
transfer from Generali Assurances Generales to City General of
the Subject Policies on October 15, 2007, City General proposed
the establishment of a solvent scheme arrangement known as
Closure Plan in order to wrap up all of the business transferred
to it by GAG.

Subsequently, on January 30, 2009, Millennium Petrochemicals and
City General entered into settlement negotiations designed to
effect a buy-out by City General of its remaining liability under
the Subject Policies in advance of the City General policyholder
meeting on February 3, 2009.  Pursuant to the City General
Settlement, the parties agreed to a settlement amount as to the
established liability under the City General Policies.  The
established liability takes into account that the policies have
high attachment points and provide defense costs only after each
corresponding underlying primary policy has been exhausted.  City
General's Closure Plan was sanctioned by the UK court on
April 23, 2009, and is now effective.  City General has stated
that it will be authorized to pay the settlement amount owed to
Millennium Petrochemicals under the City General Settlement
beginning in May 2009.

Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, told the Court that approval of the Settlement
Agreement is warranted because:

  (1) in light of the risk of obtaining a zero valuation in an
      adjudication proceeding, the City General Settlement has
      been accomplished on terms favorable to the Debtors'
      estates;

  (2) the City General Settlement allows Millennium
      Petrochemicals to avoid the substantial cost and
      uncertainty of litigation; and

  (3) the interests of the creditors favor approval of the City
      General Settlement.

The Debtors have likewise sought and obtained the Court's
approval to file under seal an exhibit containing the City
General Settlement because it contains sensitive information,
particular the settlement amount.  The Debtors are directed to
provide an unredacted copy of the agreement to counsel and
financial advisors to (i) the Official Committee of Unsecured
Creditors; and (ii) agents for the DIP Lenders.

                      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: Court OKs Entry Into Surety Bond Agreements
--------------------------------------------------------------
Lyondell Chemical Co. and its affiliates are required to maintain
insurance policies, including workers' compensation, directors and
officers' liability and cargo insurance, as well as general and
automobile liability insurance under the laws of states where they
operate, pursuant to the operating guidelines issued by the United
States Trustee for Region 2.

Certain of those Insurance Policies carry with them bonding
obligations requiring the Debtors to enter into surety bond
agreements.

Against this backdrop, the Debtors sought and obtained a Court
order:

(a) authorizing their entry into surety bond agreements
     with Westchester Fire Insurance Company and its affiliates,
     Argonaut Insurance Company and its affiliates, Zurich
     American Insurance Company, and other surety bond providers
     that they may want to enter into surety bond agreements
     going forward;

(b) allowing the Surety Providers to draw upon the Collateral
     and apply the proceeds to the Debtors' obligations;

(c) granting the Surety Providers security interests in and
     permitted liens on the Collateral provided by the Debtors
     and the proceeds; and

(d) authorizing their entry into additional renewals or
     extensions of the Surety Bond Agreements without further
     Court order.

Under the Surety Bond Agreements, the Debtors are required to
indemnify the Surety Providers and provide collateral to those
surety providers.  The Collateral may take the form of letters of
credit or cash.  Certain of the surety bonds to be covered by the
Surety Bond Agreements were originally issued prior to the
Petition Date, and certain surety bonds may or will be issued
postpetition.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, asserted that the Debtors' ability to conduct
their businesses is dependent on their ability to obtain surety
bonds and enter into the Surety Bond Agreements.  He pointed out
that the Surety Bond are necessary to guarantee performance by
the Debtors to other entities, including payment of taxes due to
governmental entities, financial performance of environmental
clean-up and in accordance with Resource Conservation and
Recovery Act, Comprehensive Environmental Response, Compensation,
and Liability Act, and other environmental laws, and their duties
under their insurance programs.  He added that the grant of
collateral to secure the surety bonds is permissible under
Section 364 of the Bankruptcy Code.

                      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: Gets Court Nod for Lubrizol Corp. Settlement
---------------------------------------------------------------
Lyondell Chemical Co. and its affiliates obtained authority from
the U.S. Bankruptcy Court for the Southern District of New YOrk to
enter into a Mutual Release and Settlement Agreement with Lubrizol
Corporation and other parties.

In December 2001, Lyondell, as successor-in-interest to ARCO
Chemical Company and Atlantic Richfield Company, which is former
parent of ARCO Chemical, filed a complaint in the U.S. District
Court for the Eastern District of Texas, Beaumont Division
against certain parties, including Lubrizol.  The complaint
asserts claims for recovery of response costs and contribution
under Sections 107 and 113 of the Comprehensive Environmental
Response, Compensation and Liability Act relating to the cleanup
of the Turtle Bayou Superfund Site in Liberty County, Texas.

The U.S. Government also brought a related action against certain
parties that Lyondell and Atlantic Richfield had named as
defendants -- a group of companies that in turn asserted third-
party claims under the CERCLA against Lubrizol, including El Paso
Tennessee Pipeline Company, EPEC Corporation, EPEC Polymers Inc.,
and Tennessee Gas Pipeline Company.  The U.S. action was
consolidated with the Lyondell action.

Lyondell and Atlantic Richfield litigated their claims in the
CERCLA Action and obtained a judgment against Lubrizol.  Pursuant
to the District Court's ruling dated December 3, 2007, Lubrizol
was responsible for 15.92% of the cleanup costs at Turtle Bayou
and was ordered to pay 15.92% of any of Lyondell's and Atlantic
Richfield's future cleanup costs.  In other postjudgment orders,
the District Court awarded prejudgment interest for $809,321, and
additional remediation costs of $27,933, making the total
judgment owed by Lubrizol to Lyondell and Atlantic Richfield as
of December 3, 2007, $5,540,106.  In addition, the District Court
ordered postjudgment interest at $3.25% from December 3, 2007,
making the judgment amount including prejudgment interest as of
December 2, 2008, $5,720,160.  The Third-Party Plaintiffs were
also awarded a similar judgment against Lubrizol.

In January 2008, Lubrizol appealed the judgment to the U.S. Court
of Appeals for the Fifth Circuit, and Lyondell and Atlantic
Richfield cross-appealed.  The Fifth Circuit set the case for
oral argument for July 6, 2009.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, relates that as a result of negotiations among
Lyondell, Atlantic Richfield, the Third Party Plaintiffs and
Lubrizol, the parties entered into the Settlement Agreement to
resolve the claims asserted in the CERCLA Action against
Lubrizol.  He notes that at the parties' request, the Fifth
Circuit postponed the scheduled oral argument pending approval of
the Settlement Agreement by the Bankruptcy Court.

The Settlement Agreement provides that Lubrizol will pay a total
settlement amount of $8,600,000, allocated as:

    -- $2,580,000 to Lyondell;
    -- $3,440,000 to Third Party Plaintiffs;
    -- $1,290,000 to Atlantic Richfield,; and
    -- $1,290,000 to trial counsel for Lyondell and Atlantic
       Richfield.

Payment will be made within 30 days after Lubrizol receives
notice of the Bankruptcy Court's approval of the Settlement
Agreement.  If the Bankruptcy Court's order is appealed, Lubrizol
will make its payments within 30 days after the Bankruptcy
Court's order is affirmed.  If the Bankruptcy Court's order is
reversed, Lubrizol will have no obligation to make any payments
under the Settlement Agreement.

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

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

Mr. Mirick discloses that the settlement amount represents 90% of
the District Court's judgment against Lubrizol.  In this regard,
he asserts that the Settlement Agreement falls within the range
of "reasonableness" under Rule 9019 of the Federal Rules of
Bankruptcy Code.  This is particularly true where the cost and
expense and risk of continued appellate litigation ?- not to
mention delay in payment as a result ?- are considered, he
stresses.  Thus, the Settlement Agreement is fair and equitable,
and is in the best interests of the Debtors' estates, he
maintains.

                      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: LyondellBasell Reports 1st Quarter Results
-------------------------------------------------------------
LyondellBasell Industries AF S.C.A. posted quarterly financial
results for the quarter ended March 31, 2009.  The report was
prepared on June 12, 2009, but was made available on
LyondellBasell's Web site on July 14, 2009.

LBI had a loss from continuing operations of $1,012 million in
the first quarter of 2009 compared to a loss from continuing
operations of $7,190 million in the fourth quarter 2008.  The
first quarter 2009 included Chapter 11 costs of $616 million,
after tax, including $430 million related to impairments for the
carrying value of the ethylene glycol facility in Beaumont,
Texas, and the olefins plant at Chocolate Bayou, Texas.

Operating activities used cash of $583 million in the first
quarter of 2009 and $177 million in the first quarter of 2008.
The use of cash in the first quarter 2009 reflected the effects
of prepayments required by third parties as a result of LBI's
Chapter 11 filing and certain annual payments relating to sales
rebates, employee bonuses and property taxes as reflected in
others, net, partially offset by working capital decreases.
In the first quarter of 2009, the main components of working
capital ?- accounts receivable and inventory, net of accounts
payable ?- provided cash of $615 million compared to a use of
cash of $54 million in the first quarter 2008.  The decrease in
those components during the first quarter of 2009 primarily
reflected a $310 million decrease in inventory and a $332 million
decrease in accounts receivable primarily due to selling finished
product from inventory while LBI reduced operating rates,
partially offset by a $27 million decrease in accounts payable
due to less favorable payment terms and lower costs of
feedstocks.

A full-text copy of LyondellBasell's First Quarter 2009 Results
is available for free at http://ResearchArchives.com/t/s?3f32

     LyondellBasell Industries AF S.C.A and Subsidiaries
             Unaudited Consolidated Balance Sheets
                   As of March 31, 2009

Assets
Current assets:
Cash and cash equivalents                        $690,000,000
Short-term investments                             22,000,000
Accounts receivable:
  Trade, net                                     2,548,000,000
  Related parties                                  162,000,000
Inventories                                     2,872,000,000
Prepaid expenses and other current assets         916,000,000
Deferred income tax assets                          5,000,000
                                               ---------------
Total current assets                            7,215,000,000

Property, plant and equipment, net             15,372,000,000
Investments and long-term receivables:
Investment in PO joint ventures                   942,000,000
Equity investments                              1,093,000,000
Other investments and long-term receivables        84,000,000
Intangible assets, net                          2,380,000,000
Other assets                                      344,000,000
                                               ---------------
  TOTAL ASSETS                                 $27,430,000,000
                                               ===============

Liabilities and Equity
Liabilities not subject to compromise:
Current liabilities:
  Current maturities of long-term debt          10,483,000,000
  Short-term debt                                5,613,000,000
  Accounts payable:
   Trade                                         1,471,000,000
   Related parties                                 212,000,000
  Accrued liabilities                            1,488,000,000
  Deferred income taxes                            235,000,000
                                               ---------------
Total current liabilities                      19,502,000,000

Long-term debt                                    304,000,000
Other liabilities                               1,517,000,000
Deferred income taxes                           2,745,000,000
Commitments and contingencies
Liabilities subject to compromise              10,466,000,000
Stockholders' equity:
Common stock                                       60,000,000
Additional paid-in capital                        563,000,000
Retained deficit                               (7,464,000,000)
Accumulated other comprehensive loss             (380,000,000)
                                               ---------------

Total stockholder's equity                     (7,221,000,000)
Non-controlling interests                         117,000,000
                                               ---------------
  Total equity                                  (7,104,000,000)
                                               ---------------
  TOTAL LIABILITIES AND EQUITY                 $27,430,000,000
                                               ===============


        LyondellBasell Industries AF S.C.A. and Subsidiaries
            Unaudited Consolidated Statements of Income
                For the Quarter Ended March 31, 2009

Sales and other operating revenues:
Trade                                          $5,807,000,000
Related parties                                    93,000,000
                                               ---------------
                                                 5,900,000,000
Operating costs and expenses:
Cost of sales                                   5,792,000,000
Selling, general and administrative expenses      207,000,000
Research and development expenses                  42,000,000
                                               ---------------
                                                 6,041,000,000
                                               ---------------
Operating income (loss)                           (141,000,000)

Interest expense                                  (445,000,000)
Interest income                                     20,000,000
Other income, net                                   90,000,000
                                               ---------------

Loss from continuing operations before equity
investments, reorganization items and income
Taxes                                            (476,000,000)

Income (loss) from equity investments              (20,000,000)
Reorganization items                              (948,000,000)
                                               ---------------

Loss from continuing operations before income
taxes                                          (1,444,000,000)

Benefit from income taxes                         (432,000,000)
                                               ---------------
Income (loss) from continuing operations        (1,012,000,000)
Income (loss) from discontinued operations,
net of tax                                         (4,000,000)
                                               ---------------
  NET LOSS                                     ($1,016,000,000)
                                               ===============


       LyondellBasell Industries AF S.C.A. and Subsidiaries
               Consolidated Statements of Cash Flow
                For the Quarter ended March 31, 2009


Cash flows from operating activities:
Net income (loss)                              ($1,016,000,000)
(Income) loss from discontinued operations, net
  of tax                                             4,000,000
Adjustments to reconcile net income (loss) to
net cash used in operating activities -
continuing operations:
  Depreciation and amortization                    416,000,000
  Inventory valuation adjustment                    55,000,000
  Equity investments
   Amounts included in net income (loss)            20,000,000
   Distributions of earnings                         2,000,000
  Deferred income taxes                           (434,000,000)
  Reorganization items                             948,000,000
Changes in assets and liabilities that provided
(used) cash:
Accounts receivable                               332,000,000
Inventories                                       310,000,000
Accounts payable                                  (27,000,000)
Repayment of accounts receivable securitization
facility                                         (503,000,000)
Reorganization-related payments                   (22,000,000)
Accrued interest                                   84,000,000
Prepaid expenses and other current assets        (293,000,000)
Other, net                                       (455,000,000)
                                               ---------------
Net cash used in operating activities -
continuing operations                            (579,000,000)
Net cash provided by (used in) operating
activities - discontinued operations               (4,000,000)
                                               ---------------
  Net cash used in operating activities           (583,000,000)
                                               ---------------

Cash flows from investing activities:
Cash restricted for business acquisition                    -
Expenditures for property, plant and equipmen    (185,000,000)
Proceeds from insurance claims                     16,000,000
Acquisition of businesses, net of cash and debt
acquired                                                    -
Proceeds from disposal of assets                   14,000,000
Short-term investments                             12,000,000
Other                                             (18,000,000)
                                                --------------
Net cash used in investing activities             (161,000,000)
                                               ---------------

Cash flows from financing activities:
Proceeds from issuance of DIP term loan
facility                                        2,050,000,000
Proceeds from note payable                        100,000,000
Repayment of note payable                        (100,000,000)
Repayment of DIP term loan facility                (2,000,000)
Net borrowings (repayments) under prepetition
revolving credit facilities                      (766,000,000)
Net repayment on revolving credit facilities     (510,000,000)
Repayment of long-term debt                       (49,000,000)
Payment of debt issuance costs                    (93,000,000)
Other, net                                        (29,000,000)
                                               ---------------
Net cash provided by financing activities         601,000,000
                                               ---------------
Effect of exchange rate changes on cash            (25,000,000)
                                               ---------------
Decrease in cash and cash equivalents             (168,000,000)
Cash and cash equivalents at beginning of period   858,000,000
                                               ---------------
Cash and cash equivalents at end of period        $690,000,000
                                               ===============

                      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 Amends & Assumes Undertaking Pact
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized debtor LyondellBasell AF S.C.A. to:

  (i) enter into, and perform under, a new parent undertaking,
      in connection with an amendment to securitization
      agreements related to a European Securitization Program;
      and

(ii) assume the prepetition parent undertaking associated with
      the European Securitization Program pursuant to Section
      365(a) of the Bankruptcy Code.

As of January 6, 2009, certain wholly-owned non-Debtor
subsidiaries of LBI were party to the European Securitization
Program agreements, whereby the trade receivables originated by
LBI's wholly-owned non-debtor subsidiary Basell Sales & Marketing
Company B.V. and other non-Debtor subsidiaries were securitized.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that the European Securitization Program is
essential to providing the necessary level of liquidity for the
European operations of the subsidiaries of LBI and, in
combination with the Debtors' DIP Facility, for the continued
operations of all LyondellBasell businesses.

LBI wishes to amend the European Securitization Program
Agreements to:

   (i) add LBI's wholly-owned non-debtor subsidiary Lyondell
       Chemie Nederland B.V., as a party, and to provide for the
       sale of its trade receivables, for Lyondell Chemie to
       assume certain servicing functions in connection with the
       European Securitization Program, and

  (ii) for LBI to guarantee the obligations of Lyondell Chemie
       under the LCN Parent Undertaking.

In connection with the Deed of Amendment, LBI will enter into the
LCN Parent Undertaking, wherein it will guarantee Lyondell
Chemie's performance and compliance with the obligations of its
wholly-owned subsidiary, under the Securitization Agreements.
The LCN Parent Undertaking is to ensure performance by Lyondell
Chemie and Basell Sales, not to guarantee the credit of the
underlying obligors of the trade receivables.  All obligations of
LBI under Parent Undertakings will be accorded administrative
expense treatment pursuant to Sections 503(b) and 507(b) of the
Bankruptcy Code.  In connection with the amendments to the
Securitization Agreements, LBI has agreed to assume the BSM
Parent Undertaking.  Upon assumption, all obligations of LBI
under the BSM Parent Undertaking will be accorded administrative
expense.

Mr. Ellenberg notes that execution of the LCN Parent Undertaking
falls within the ordinary course of business, and thus does not
require authorization from the Court.  However, in the event that
the Court is to determine that the execution of the LCN Parent
Undertaking is not ordinary course, the Court should authorize
the action under Section 363(b) of the Bankruptcy Code, he says.

Mr. Ellenberg stresses that the sale of trade receivables by
Lyondell Chemie and Basell Sales pursuant to the European
Securitization Program offers certain accounting and cash-flow
advantages to Lyondell Chemie and Basell Sales, which advantages
flow through to LBI, as Lyondell Chemie and Basell Sales' parent
corporation, through increased share value.  He adds that
execution of the LCN Parent Undertaking will impose little
additional burden on LBI.  Similarly, LBI's guarantee of Basell
Sales' obligations under the European Securitization Program will
enable Basell Sales to continue operations and result in
increased share value to LBI, additional liquidity to Basell
Sales, and reduced the need for borrowing under the DIP
Financing, he emphasizes.  The lenders under the European
Securitization Program have asked the Debtors to seek Court
approval to Amend and Assume the Agreement, he relates.

                      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: Seeks to Lift Stay to Reject Biolab Pact
-----------------------------------------------------------
In December 1994, Debtor Lyondell Chemical Company and its
affiliates leased a portion of their manufacturing facility in
Lake Charles, Indiana, to Biolab, Inc., a debtor subsidiary of
Chemtura Corporation.  In conjunction with the Lease, Lyondell
provides Biolab with railcar switching services, pursuant to a
Side Agreement dated January 11, 1999.  Lyondell also provides
Biolab utilities and related services, pursuant to an Amended and
Restated Services Agreement dated February 3, 2003.

In September 2005, Lyondell idled the Lake Charles facility.
Lyondell, nevertheless, remained obligated to continue providing
utility services to Biolab, as well as to Arch Chemicals, Inc.,
another entity with which Lyondell also entered into a utility-
related services agreement.  Prior to its ownership of the
facility, Lyondell's predecessor-in-interest have contracted
third parties, Veolia Water North America Operating Services LLC
and Air Products L.P., to operate the utility infrastructure
assets of the Lake Charles plant.  Lyondell, as successor-in-
interest, receives, and is obligated to pay Veolia and Air
Products for the entire amount of the products and services, and
recoups a portion of its costs from Arch and Biolab pursuant to
each of the services agreements.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, discloses that costs under the Veolia Agreement
and Air Products Agreement exceed the amounts Lyondell is able to
recover from Arch and Biolab by over $6.5 million per year,
resulting to substantial ongoing losses to Lyondell.

Against this backdrop, Lyondell asks the Court to lift the
automatic stay so that it can reject the Biolab Services
Agreement and Side Agreement.  Lyondell reserves its rights with
respect to the Biolab lease as well as to all other Chemtura
agreements.

The hearing on Lyondell's Motion, initially set for June 2, has
been is adjourned to June 23, 2009.

                      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: Solutia Wants Equistar to Comply with Order
--------------------------------------------------------------
Solutia Inc. and Ascend Performance Materials, LLC, ask the U.S.
Bankruptcy Court for the Southern District of New York to:

  (a) enforce the Court order dated March 13, 2009, requiring
      Debtor Equistar Chemicals, LP, to coordinate with the U.S.
      Environmental Protection Agency and Texas Commission on
      Environmental Quality in winding down and vacating, or
      long-term idling and any restart of its facility in
      Brazoria County, Texas; and

  (b) clarify that the March 13 Order does not authorize or
      permit Equistar to abandon the Equistar Facility.

To recall, the March 13 Order authorized the long-term idling of
Equistar's polymers facility in Brazoria County, Texas, and
rejection of related contracts effective August 4, 2009.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
relates that Equistar provided Solutia and Ascend, new owner of
the Chocolate Bayou plant, a Transition Plan revealing Equistar's
plans to vacate the Equistar Facility on August 4, 2009.  The
Transition Plan states that Equistar will abandon substantial
amounts of property at the site, including among other things,
chemicals, tanks, piping and subsurface sewer lines containing
hazardous wastes, in a manner that, by Equistar's own admissions,
presents imminent and substantial threats to human health and
safety, the other operations at the Chocolate Bayou Plant and the
environment.

Mr. Labovitz stresses that Equistar's intent is without regard to
legal requirements or human health, the environment or the safety
of the workers of Ascend and other operators at the Chocolate
Bayou Plant or members of the community.  She also points out
that Equistar has not provided the required notice of its intent
to abandon the Equistar Facility, including the hazardous
materials and equipment, nor has the Court conducted a hearing on
the issue.

Against this backdrop, Ms. Labovitz points out that Equistar
should not be permitted to obtain a de facto abandonment through
artful drafting and the use of terms as "idling" the facility
when, in fact, Equistar will be abandoning the Equistar Facility.
Until the time as Equistar provides notice and the Court holds a
hearing regarding abandonment, Equistar is responsible under the
relevant state and federal environmental laws to maintain the
Equistar Facility, she contends.

Mr. Labovitz further asserts that Equistar's closure and
decontamination of the Equistar Facility must include the proper
removal and disposal of the Equistar-owned chemicals currently
in, at, and under the Equistar Facility, including the Equistar-
owned facilities, tanks, piping and sewer lines.  She adds that
Solutia and Ascend are willing to work with Equistar to put
appropriate agreements in place for the continued access to the
Equistar Facility to ensure that Equistar's cleanup and shutdown
of the Equistar Facility is completed, and to permit Equistar the
time required to give proper notice of its intended abandonment.
Similarly, Solutia and Ascend would not object to any extension
of the August 4, 2009 contract rejection date to accommodate a
hearing on Equistar's proposed abandonment.

Judge Gerber will consider the joint request on July 21, 2009.

                      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: Panel Can Hire Faskens Martineau as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors appointed in Magna
Entertainment Corp., et al.'s bankruptcy cases, permission to
employ Fasken Martineau DuMoulin LLP as Canadian counsel, nunc pro
tunc to April 7, 2009.

As the Committee's Canadian counsel, Fasken Martineau will:

  a) advise the Committee with respect to its rights, duties and
     powers in relation to matters of Canadian law in the
     Chapter 11 cases;

  b) assist and advise the Committee in its consultations with
     the Debtors in relation to maters of Canadian law relative
     to the administration of the of the Chapter 11 cases; and

  c) appear and represent the Committee as may be necessary in
     the Canadian proceedings and in other matters arising and
     currently pending in the Canadian legal system or before
     the Ontario Securities Commission.

As compensation for its services, Fasken Martineau will seek
payment based on the hourly rates of its professionals:

                                Hourly Rate
                                -----------
     Partners                   $450-$1,000
     Associates                  $320-$550
     Students at Law               $190
     Paralegals                  $100-$290

Current hourly rates for the Fasken Martineau's lawyes expected to
have primary responsibility for providing services to the
Committee are:

     Jonathan A. Levin, Esq.    Partner          $940
     Edmond F.B. Lamek          Partner          $750
     Conor O'Neill              Associate        $320

Jonathan A. Levin, Esq., a partner at Fasken Martineau, assures
the Court that the firm does not hold or represent any interest
materially adverse the Committee and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.
Mr. Leven discloses that since 2007, William K. Orr, Esq., a
partner at Fasken Martineau, has acted and continues to act as
from time to time as an adviser to the independent members of the
board of directors of Magna International Inc.

                 About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MANDALAY MEDIA: SingerLewak LLP Raises Going Concern Doubt
----------------------------------------------------------
SingerLewak LLP raised substantial doubt about Mandalay Media
Inc.'s ability to continue as a going concern after auditing the
Company's financial results for the year ended March 31, 2009.
The auditor noted that the realization of a major portion of the
assets is dependent upon continued operations of the Company,
which is in turn dependent on the Company restructuring its
financing arrangements, obtaining additional financing, and
reaching accommodations with the holder of the Secured Note, and
reaching a positive cash flow position while maintaining adequate
liquidity.

The Company related that one of the Company's operating
subsidiaries, Twistbox, has sustained substantial operating losses
since commencement of operations.  The Company has also incurred
negative cash flows from operating activities and the majority of
the Company's assets are intangible assets and goodwill, which
have been subject to impairment in the current year.

In addition, Twistbox has a significant amount of debt, in the
form of a Secured Note which becomes due within twelve months.
The Company has guaranteed 50% of this debt, and the group is
subject to covenants including a covenant to maintain a minimum
cash balances of $4 million.  The Company was not in breach of any
covenants at March 31, 2009.  There is a significant risk that the
minimum cash balance covenant will be breached as the result of
paying out the earn-out payment associated with the acquisition of
AMV.  The Company has initiated discussions with the holder of the
Secured Note regarding a waiver for the covenant.

At March 31, 2009, the Company's balance sheet showed total assets
of $91,190,000, total liabilities of $42,166,000 and stockholders'
equity of $49,024,000.

For the year ended March 31, 2009, the Company posted a net loss
of $41,600,000 compared with a net loss of $2,238,000 in the same
period in the previous year.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?3f81

                    About Mandalay Media, Inc.

Mandalay Media, Inc. (OTC:MNDL) conducts its operations through
its sole operating and wholly owned subsidiary, Twistbox
Entertainment, Inc.  Twistbox is a publisher and distributor of
branded entertainment content, including images, video, television
programming and games, for third-generation (3G) mobile networks.
Twistbox publishes and distributes its content in over 40
countries representing more than one billion subscribers.
Mandalay Media, Inc., completed its merger with Twistbox
Entertainment, Inc., on February 12, 2008.  Twistbox distributes
its programming and services through on-deck relationships with
mobile carriers and off-deck relationships with third-party
aggregation, connectivity and billing providers.


MARCHFIRST INC: 7th Cir. Says Faxing Proofs of Claim Not Valid
--------------------------------------------------------------
In In re MarchFIRST Inc., Case No. 06-2738, the U.S. Court of
Appeals for the Seventh Circuit in Chicago held that faxing a
claim is not a valid substitute when claim-filing instructions
require claim forms be sent by mail or hand delivery, Bill
Rochelle at Bloomberg News said.

The Court of Appeals, according to Mr. Rochelle, left open the
possibility that a faxed claim would be adequate if two conditions
were met:

   -- the fax must arrive before the filing deadline; and

   -- An original proof of claim must be sent strictly in
      accordance with filing instructions.

According to the report, in the case at hand, the Seventh Circuit
upheld dismissal of the claim because the fax didn't arrive by the
deadline.


MARYLAND ECONOMIC: Moody's Reviews 'Ba2' Rating on Revenue Bonds
----------------------------------------------------------------
Moody's Investors Service has placed the Ba2 rating on the
Maryland Economic Development Corporation Student Housing Revenue
Bonds (Bowie State University Project) Series 2003 on Watchlist
for potential downgrade.  This rating action affects approximately
$20 million of debt outstanding.  This rating action was prompted
by Moody's review of MBIA Inc. and MBIA Insurance Corporation
(currently rated Ba3/ NEG and B3 / NEG, respectively), which hold
the debt service reserve fund of the Project in a Guaranteed
Investment Contract.  The GIC is currently collateralized by U.S.
Government Treasury or Agency securities at 102% of the par value
of the investment agreement.  Non-performance of the GIC provider
is a risk to bondholders in transactions where bond payments rely
wholly or partially on a GIC.  This is because there could be a
need for the Trustee to draw on the debt service reserve fund
during the time when the GIC provider is in bankruptcy and its
assets are subject to an automatic stay under the U.S. Bankruptcy
code.

The last rating action was on July 29, 2008, when Moody's affirmed
the Ba2 rating on the Series 2003 bonds with a negative outlook.


MERCEDES HOMES: Files Chapter 11 Plan; Sees Sept. 30 Exit
---------------------------------------------------------
Tricia Lynn Silva at San Antonio Business Journal reports that
Mercedes Homes Inc. said on Friday that it has filed its
reorganization plan and a disclosure statement with the U.S.
Bankruptcy Court for the Southern District of Florida.

According to Business Journal, Mercedes Homes officials said that
the Company has reached agreements-in-principle with its secured
creditors/banks and the unsecured creditors committee to resume
homebuilding operations.

Business Journal relates that if the Court grants formal approval
to the Plan, Mercedes Homes hopes to emerge from Chapter 11 by
September 30, 2009.  The report states that Mercedes Homes will
continue building "homes of enduring value and design at
competitive prices" in Florida, Texas, North Carolina and South
Carolina.  Mercedes Homes officials said that going forward, the
Company will have fewer product lines, according to the report.

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
Company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

The Company and 10 affiliates filed for Chapter 11 protection on
January 26, 2009 (Bankr. S.D. Fla. Lead Case No. 09-11191).  Sean
T. Cork, Esq., Tina M. Talarchyk, Esq., and Craig D. Hansen, Esq.,
at Squire, Sanders & Dempsey, LLP, represent the Debtors in their
restructuring efforts.  Richard M. Williamson and Alvarez & Marsal
North American LLC serve as the Debtors' chief restructuring
officer, Odyssey Capital Group LLC as valuation expert, Michael P.
Kahn & Associates LLC as financial advisor and Kurtzman Carson
Consultants LLC as claims and noticing agent.  The Debtors'
Schedules of Assets and Liabilities delivered to the bankruptcy
court in March 2009 show $309 million in assets available to pay
liabilities totalling $280 million, $224 million of which is owed
to secured creditors.  M. Bryant Gatrell, Esq., at Moore & Van
Allen PLLC, represents the agent for the Debtors' prepetition
first lien facilities.  Jay M. Sakalo, Esq., at Bilzin Sumberg
Baena Price & Exelrod, LLP, represents the agent for the Debtors'
prepetition second lien facility.


MERIDIAN CO: December 31 Balance Sheet Upside-Down by $4.6 Million
------------------------------------------------------------------
Meridian Co., Ltd.'s balance sheet at December 31, 2008, showed
total assets of $2,451,676 and total liabilities of $7,110,954,
resulting in a shareholders' deficit of $4,659,278.

For the year ended December 31, 2008, the Company reported a net
income of $137,069.

The Company's primary source of liquidity is cash flow from
financing activities.

Net cash used in operating activities was $224,068 in 2008.  The
Company was not able to generate positive cash flow from operating
activities over the last three years as it has recorded net losses
in 2007 and 2006.

On July 15, 2009, Choi, Kim & Park LLP in Los Angeles, California,
raised substantial doubt about Meridian Co., Ltd.'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 the Company's significant operating losses and
working capital deficit.

A full-text copy of the Company's Form 20-F is available for free
at http://ResearchArchives.com/t/s?3fa7

                        About Meridian Co.

Headquartered at Songpa-gu, in Seoul, Korea, Meridian Co., Ltd.,
is engaged the research, development, manufacturing, and marketing
of integrative medical devices in the healthcare industry.
Meridian has established subsidiaries in China and Los Angeles.
In 2004, it signed an exclusive distribution agreement with a
company in Vancouver, B.C., Canada.  Meridian currently sells four
different products to healthcare practitioners throughout the
domestic and overseas market.  These include the LipoLaser, DPA
(Digital Pulse Analyzer), the Lapex-2000, the ABR-2000, and the
Meridian II.


METALDYNE CORPORATION: Wants Powertrain Auction Moved to Aug. 5
---------------------------------------------------------------
In connection to the sale of the Debtors' powertrain assets to RHJ
International S.A., Metaldyne Corporation and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to reschedule the proposed:

  * bidding and objection deadline from July 23, 2009 to Aug. 3,
    2009;

  * auction date from July 24, 2009 to Aug. 5, 2009, if more than
    one qualified bid is received by the Debtors; and

  * sale hearing from July 27, 2009 to Aug. 7, 2009.

The Debtors also ask the Court to change certain aspects of the
bidding procedures order relating to the assumption and assignment
of executor contracts and unexpired leases.

The date revision is expected to allow the Debtors and the
proposed stalking-horse bidder to:

    i) properly structuring certain foreign entity transactions
       necessary to close a sale of the powertrain assets;

   ii) addressing issues with the Pension Benefit Guaranty
       Corporation; and

  iii) renegotiate certain executory contracts and unexpired
       leases to be assumed and assigned in connection with the
       transaction and other deals being contemplated by the
       Debtors.

Moreover, the extension of time will provide potential alternative
bidders more time to complete their own due diligence and seek to
structure a transaction and increase the likelihood that they will
be able to propose a transaction that will maximize value for the
Debtors' estates.

Although RHJ International agreed to change the dates, the Debtors
have not obtain consent from their lender Deutsche Bank AG, under
a $20 million debtor-in-possession financing, regarding the date
modification.

According to the Troubled Company Reporter on June 17, 2009, the
sale transaction is valued at approximately $100 million including
up to $25 million in cash, a new $50 million secured note and the
exchange of an existing EUR15 million demand note issued by
Metaldyne GmbH for a term loan to RHJ International.

                      About RHJ International

RHJ International (Euronext: RHJI) -- http://www.rhji.com/-- is a
limited liability company incorporated under the laws of Belgium,
having its registered office at Avenue Louise 326, 1050 Brussels,
Belgium.  It is a diversified holding company focused on creating
long-term value for its shareholders by acquiring and operating
businesses.

                  About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


MIDWAY GAMES: Pays Mark Thomas $4.7MM from Warner Sale Proceeds
---------------------------------------------------------------
Midway Games Inc. disclosed in a filing with the Securities and
Exchange Commission that the Debtors paid Mark E. Thomas and
related entities $4.7 million from the proceeds of the recent sale
of its assets.

On July 1, 2009, the U.S. Bankruptcy Court for the District of
Delaware approved a settlement agreement by and among Midway's
majority share holder, Mark E. Thomas, MT Acquisition Holdings LLC
and Acquisition Holdings Subsidiary I, LLC, and the Official
Committee of Unsecured Creditors in Midway Games' Chapter 11
cases, and its U.S. subsidiaries.  The Settlement Agreement
settles all claims that existed against the Debtors' Chapter 11
bankruptcy estates by the Thomas Parties.

Pursuant to the Settlement Agreement, and effective upon the Sale
Date, the Thomas Parties granted to the Committee, on behalf of
the Debtors' estates and their unsecured creditors, an irrevocable
proxy to vote AHS' shares of common stock in Midway and forever
and irrevocably relinquished the right to vote the Shares.

                    Completion of Assets Sale

On July 10, 2009, pursuant to the Asset Purchase Agreement dated
as of May 20, 2009, Midway and certain of its U.S. subsidiaries
completed their sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court on
July 1, 2009.  The aggregate gross purchase price is approximately
$49 million, including the assumption of certain liabilities.

As a result of the Section 363 Sale, these material charges for
impairment are required under generally accepted accounting
principles:

   -- an impairment and write down of $25 to 30 million of
      capitalized product development costs;

   -- an impairment and write down of approximately $41 million of
      goodwill; and

   -- an impairment and write down of approximately $3-5 million
      of fixed assets.

The Section 363 Sale also triggered a payment due under the
Company's Key Employee Incentive Plan which resulted in a one-time
cash compensation charge of approximately $2.4 million.

On July 14, 2009, Midway's management concluded that a material
charge for impairment is required under generally accepted
accounting principles in connection with the closing of its
development studio in Newcastle, United Kingdom.  On July 14,
2009, Midway notified 75 employees at its Newcastle Studio that
their employment has been terminated and that Midway intended to
close the Newcastle Studio immediately.  The headcount reduction
represents all of the employees at the Newcastle Studio and
approximately 25% of Midway's worldwide workforce.  Due to the
closure of the Newcastle Studio, Midway's management has concluded
that an impairment and write down of approximately $1.5 million of
goodwill is required.

There will be no future cash expenditures related to the
impairment charge, and any additional future cash expenditures
related to the closing of the Newcastle Studio are expected to be
immaterial.

On July 13, 2009, Midway complied with the federal Worker
Adjustment and Retraining Notification Act and provided a 60-day
notification to 60 employees at its Chicago, Illinois facility of
its intention to close the Chicago Facility.  The headcount
reduction represents all of the employees at the Chicago Facility
and approximately 20% of Midway's worldwide workforce.  The
Registrant expects that the majority of the headcount reduction
will occur by the beginning of September 2009.

A full-text copy of the Settlement Agreement is available for free
at http://ResearchArchives.com/t/s?3f95

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.


MOORE-HANDLEY INC: Files for Bankruptcy Due to CIT Woes
-------------------------------------------------------
Steven Church and William Rochelle at Bloomberg News report that
hardware distributor Moore-Handley Inc. filed for Chapter 11 due
to difficulty getting cash from troubled lender CIT Group Inc.

According to the report, Moore-Handley said in court filings it
has tried to negotiate with CIT, though "the federal government's
recent decision not to support CIT's reorganization has thrown CIT
into disarray and casts substantial doubt on CIT's ability to
continue to fund theDebtor's working capital requirements."

Moore-Handley is asking the U.S. Bankruptcy Court for the Northern
District of Alabama for authority to use cash pledged as
collateral to CIT even though it doesn't have consent from CIT.

Moore-Handley owes CIT $18.8 million in secured debt, including
$11.2 million on a revolving credit and $6.4 million on a term
loan.

Moore-Handley Inc. supplies tools and other items to hardware
stores and home centers.   With net sales of $145.5 million in
2008, it claims to be the second-largest independent hardware and
building material distributor in the U.S.  Moore-Handley filed for
Chapter 11 on July 17, 2009 (Bankr. N.D. Ala. Case No. 09-4198).


MORTGAGE GUARANTY: Moody's Reviews 'Ba2' Insurance Strength Rating
------------------------------------------------------------------
Moody's Investors Service has placed the Ba2 insurance financial
strength ratings of Mortgage Guaranty Insurance Corporation under
review for possible downgrade and the Ba2 insurance financial
strength ratings of MGIC's wholly owned subsidiary, MGIC Indemnity
Corporation, on review for possible upgrade.  At the same time,
Moody's affirmed the B3 senior debt ratings of MGIC Investment
Corporation and changed the rating outlook to negative from
developing.  This rating action follows MGIC's recent announcement
that it has received approval from the Office of the Commissioner
of Insurance for the State of Wisconsin to reactivate MIC and that
it expects to contribute up to $1 billion of capital from MGIC in
two installments, the first being before July 31, 2009.

According to Moody's, the rating action reflects the anticipated
impact of the proposed restructuring and capital transfer on MGIC,
its wholly owned subsidiary -- MIC, and the holding company --
MGIC Investment Corporation.  In Moody's view, although the
capital contribution to MIC will be considered an admitted asset
and therefore have no implications to MGIC's regulatory capital
position and risk to capital metric, the equity investment reduces
the liquidity available to MGIC to pay claims arising from its
insured portfolio.  Furthermore, if the restructuring is
completed, MGIC would cease writing new business and would be
placed into run-off.  On the other hand, the recapitalization and
restructuring of MIC allows MGIC, through this subsidiary, to
increase the volume of new and more profitable business writings.
The B3 (negative outlook) senior debt rating of MGIC Investment
Corporation reflects the constrained financial flexibility at the
holding company and the current absence of unrestricted dividend
capacity at MGIC.  Debt service obligations over the next two
years are likely to substantially strain the holding company's
liquidity and subject the $120 million of debt maturing in 2011 to
considerable refinancing risk.

Moody's stated that the challenges for the mortgage insurance
industry and for MGIC have not subsided.  The deterioration in the
macroeconomic environment, increasing jobless rate, and continued
decline in house prices have increased loss expectations for even
prime mortgages, which comprise a significant proportion of MGIC's
insured portfolio.  Furthermore, it is uncertain what the role of
Fannie Mae and Freddie Mac and mortgage insurance may be in the
future mortgage finance market.  The industry has sought to
preserve capital by tightening underwriting standards and reducing
new business volumes given constrained capital access and rising
incurred losses.  In Moody's view, the restructuring would allow
MGIC, through its wholly owned subsidiary, to continue to write
new business and ultimately improve the earnings of the overall
group.  However, MGIC as a run-off entity, excluding its
investment in MIC, is unlikely to retain significant levels of
standalone capital in excess of amounts estimated to be required
to pay claims or to meet minimum regulatory requirements.

During the ratings review, Moody's will be evaluating MGIC's
progress on achieving regulatory licensing and the approval of the
GSEs who are the primary beneficiary of MGIC's insurance policies.
MIC's designation as a GSE eligible mortgage insurer is critical
to the completion of restructuring.  Moody's will also be updating
Moody's capital adequacy assessment for MGIC including refining
loss estimates in light of recent performance trends and
rescission rates.

                      List Of Rating Actions

These ratings were placed on review for possible downgrade:

* Mortgage Guaranty Insurance Corp -- Ba2 insurance financial
  strength;

These ratings were placed on review for possible upgrade:

* MGIC Indemnity Corporation -- insurance financial strength at
  Ba2.

These ratings were affirmed and the outlook changed to negative
from developing:

* MGIC Investment Corporation -- senior unsecured debt at B3;
  junior subordinated debt at Caa2; provisional rating on senior
  unsecured debt at (P)B3.

The last rating action related to MGIC was on March 16, 2009, when
Moody's affirmed MGIC's insurance financial strength rating at Ba2
and downgraded MGIC Investment Corp to B3 from B2.

MGIC Investment Corporation, headquartered in Milwaukee,
Wisconsin, is the holding company for Mortgage Guaranty Insurance
Company, one of the largest US mortgage insurers with $220 billion
of primary insurance in force at June 30, 2009.


MTM TECHNOLOGIES: McGladrey & Pullen Raises Going Concern Doubt
---------------------------------------------------------------
McGladrey & Pullen, LLP, in New York City, raised substantial
doubt about MTM Technologies, Inc.'s ability to continue as a
going concern after auditing the Company's financial results for
the years ended March 31, 2009, and 2008.  The auditors noted that
the Company has recurring losses from operations and a working
capital deficiency at March 31, 2009.

At March 31, 2009, the Company's balance sheet showed total assets
of $95,244,000, total liabilities of $86,753,000 and shareholders'
equity of $8,491,000.

For the year ended March 31, 2009, the Company posted a net loss
of $39,644,000 compared with a net loss of $14,405,000 for the
same period in the previous year.

For the year ended March 31, 2009, its cash decreased $1.1 million
to $2.1 million compared with $3.2 million at March 31, 2008.
Working capital at March 31, 2009, was a deficit of $5.8 million
as compared to a working capital deficit of $3.3 million at
March 31, 2008.  Included in current liabilities at March 31,
2009, are obligations of $6.8 million of related party notes
payable and $15.7 million relating to the Company's secured
financing facilities.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?3f61

Headquartered in Stamford, Connecticut, MTM Technologies, Inc.
(NASDAQ: MTMCD) - http://www.mtm.com-- is a national provider of
innovative IT solutions and services to Global 2000 and mid-size
companies.  Partnered with industry-leading technology providers
such as Cisco Systems, Citrix, Microsoft, HP, Sun Microsystems,
EMC, and Avaya, MTM Technologies offers comprehensive solutions in
the areas of access, convergence, consolidation, and
virtualization.  In addition, MTM Technologies provides a broad
range of managed services, including system monitoring and
management, hosting, security management, IP telephony management,
and IT support, as well as IT staffing and training services.


NATASHA DREMLYUGA: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Natasha Dremlyuga
        25233 NE 52 Place
        Redmond, WA 98053

Bankruptcy Case No.: 09-17040

Chapter 11 Petition Date: July 16, 2009

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

Judge: Samuel J. Steiner

Debtor's Counsel: Jeffrey B. Wells, Esq.
            Attorney at Law
            500 Union St, Ste 927
            Seattle, WA 98101
            Tel: (206) 624-0088
            Email: eajbwellaw@aol.com

Total Assets: $2,169,090

Total Debts: $2,568,982

A full-text copy of Ms. Dremlyuga's petition, including a list of
her 9 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/wawb09-17040.pdf

The petition was signed by Ms. Dremlyuga.


NAVIGATORS GROUP: S&P Assigns 'BB+' Preferred Stock Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BBB' senior debt, 'BBB-' subordinated debt, and 'BB+'
preferred stock ratings on Navigators Group Inc.'s (BBB/Stable/--)
universal shelf, which was filed.

This new $500 million universal shelf replaces Navigators'
previous $300 million shelf that expires July 17, 2009.  "The
filing was made in order to provide the company with financial
flexibility, as it would be able to offer various types of
securities, including debt, common stock, preferred stock, and
trust preferred securities," said Standard & Poor's credit analyst
Taoufik Gharib.  "Although Navigators filed the universal shelf
registration with the SEC, it currently has no plans to issue any
new securities."

The ratings reflect the group's strong competitive position in the
marine insurance market and its strong capitalization supported by
strong operating performance.  The ratings are also supported by
strong financial flexibility with strong leverage metrics and the
contributions of its subsidiary, Lloyd's Syndicate 1221.
Partially offsetting these positive factors are a business model
that relies heavily on reinsurance capacity and a historically
aggressive organic growth strategy into new products and regions.

Navigators produced strong operating performance in 2008, with a
combined ratio of 94.0% and a return on revenue of 14.8%.  The
group earned $107 million in pretax operating income in 2008, less
than the $137 million achieved in 2007, primarily because of net
losses of $19.1 from Hurricanes Gustav and Ike and realized
investment losses of $38.3 million, mostly because of other-than-
temporary impairments.  Offsetting the decline in earnings are
increased investment income and $50.7 million in favorable reserve
development, which improved the combined ratio by 7.9 percentage
points.

Navigators' operating performance remained strong through the
first three months of 2009 as the company generated pretax
operating income of $28 million and a combined ratio of 92.9%,
compared with $34 million and 89.2%, respectively, during the same
period in 2008.  Although the company experienced rate increases
within its marine, offshore energy, and professional liability
business, the decline in operating performance was attributable to
lower favorable reserve development of $6 million, compared with
$14 million during the same period in the previous year.

Financial flexibility is strong, with modest debt leverage (18.1%
as of December 31, 2008, and 17.8% as of March 31, 2009) and very
strong interest coverage (10.1x as of December 31, 2008, and 10.7x
as of March 31, 2009).  Both financial leverage and interest
coverage metrics are significantly better than Standard & Poor's
threshold for the current rating level.  Furthermore, as of year-
end 2008, the holding company held $52.1 million ($80.3 million in
first-quarter 2009) in cash and investments not backing any
liabilities, which constituted more than 5.9x the annual interest
expense of $8.9 million.


NEW FRONTIER: Posts $1 Million Net Loss in Quarter Ended May 31
---------------------------------------------------------------
New Frontier Energy Inc. posted a net loss of $1,016,330 for three
months ended May 31, 2009, compared with a net loss of $1,160,298
for the same period in the previous year.

At May 31, 2009, the Company's balance sheet showed total assets
of $16,338,550, total liabilities of $5,585,462 and stockholders'
equity of $10,753,088.

The Company has not generated positive cash flows from operating
activities and used $324,476 in operating activities during the
three months ended May 31, 2009.  The primary sources of capital
have been from sales of gas during the three months ended May 31,
2009.  The Company's working capital requirements are expected to
increase in line with the growth of its business.  The Company has
no lines of credit or other bank or off balance sheet financing
arrangements.

On May 20, 2009, Stark Winter Schenkein & Co., LLP in Denver,
Colorado raised substantial doubt about New Frontier Energy,
Inc.'s ability to continue as a going concern after auditing the
Company's financial results for the years ended February 28, 2009,
and February 29, 2008.  The auditors noted the Company's
significant losses from operations and its working capital
deficiency.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?3fa8

New Frontier Energy Inc. (OTC:NFEI) is a domestic energy company
engaged in the exploration for, and development of, oil and
natural gas reserves in the continental United States.  The
Company operates in two business segments: oil and gas exploration
and gas gathering. It explores for, produces and gathers oil and
natural gas.


NEWPAGE CORP: Seeks Loan Amendment; to Hold Notes Offering
----------------------------------------------------------
NewPage Corporation last week announced several concurrent
transactions which are intended to increase NewPage's operating
flexibility and reduce its indebtedness:

   1. NewPage is seeking to amend certain provisions of its senior
      secured term loan credit facility and senior secured
      revolving credit facility, and to purchase and cancel a
      portion of the outstanding balance under the senior secured
      term loan facility.

   2. NewPage also intends to engage in a proposed offering of new
      senior secured notes due 2014, yielding approximately $595
      million of gross proceeds -- after original issue discount,
      but before fees and expenses -- pursuant to a confidential
      offering circular in a private placement under Rule 144A and
      Regulation S of the Securities Act of 1933, as amended.

NewPage and NP Investor LLC, an affiliate of Cerberus Capital
Management, L.P., the indirect controlling shareholder of NewPage
Holding Corporation, are commencing a cash tender offer -- Second
Lien Notes Tender Offer -- to purchase certain of NewPage's
outstanding notes.

In conjunction with the Second Lien Notes Tender Offer, NPI is
also simultaneously commencing a cash tender offer to purchase
certain of the outstanding notes of NewPage Holding and NewPage.
In addition, Stora Enso Oyj, the holder of the NewPage Group Inc.
Floating Rate Senior Unsecured PIK Notes due 2015 -- NewPage Group
PIK Notes -- has agreed, subject to certain conditions, to
contribute a portion of the NewPage Group PIK Notes upon the
purchase and contribution by NPI of notes purchased by it in the
NPI Offer.

The series of existing notes that are subject to the Offers are:

       Notes Subject to the Second Lien Notes Tender Offer

                                             Total
                                             Consideration
                   Principal  Early          Acceptable
                      Amount  Participation  Bid Price
                 Outstanding  Premium(1)     Range)(1)(2)
                ------------  -------------  -------------
NewPage Corp.   $225,000,000      $30.00      $430 - $530
Floating
Rate Senior
Secured Notes
due 2012

NewPage Corp.   $806,000,000      $30.00      $450 - $550
10% Senior
Secured Notes
due 2012

                  Notes Subject to the NPI Offer

                         Accept-   Tender
              Principal  ance      Offer      Early    Total
                 Amount  Priority  Consider-  Partici- Consider-
            Outstanding  Level     ation(1)   pation   ation
           ------------  --------  ---------  -------  ---------
NewPage    $196,200,700       1     $220.00     $30.00   $250.00
Holding
Floating
Rate Sr.
Unsecured
PIK Notes
due 2013

           ------------  --------  ---------  -------  ---------
NewPage    $200,000,000       2     $320.00    $30.00    $350.00
Corp.
12% Sr.
Sub
Notes
due 2013

   (1) Per $1,000 principal amount of Notes.
   (2) Includes the $30.00 early participation premium.

Both Offers are scheduled to expire at 12:00 Midnight, New York
City time, on August 11, 2009, unless extended or earlier
terminated.  Holders who tender their notes before 5:00 p.m., New
York City time, on July 28, 2009, will, upon acceptance, receive
the total consideration, which includes an early participation
premium.  Holders who tender their notes after the Early
Participation Time, but before the Expiration Time will, upon
acceptance, receive the tender offer consideration but not the
early participation premium.  To the extent an Offer is not
consummated, the early participation premium will not be paid in
respect of any notes tendered in connection with such Offer.

                  Second Lien Notes Tender Offer

Under the terms of the Second Lien Notes Tender Offer, NewPage and
NPI are, severally but not jointly, offering to purchase the
maximum aggregate principal amount of its outstanding Floating
Rate Senior Secured Notes due 2012 and 10% Senior Secured Notes
due 2012 that NewPage and NPI together can purchase for $180
million, excluding accrued interest -- subject to increase by
NewPage, the "Maximum Payment Amount" -- determined in accordance
with a "modified Dutch Auction" procedure and otherwise on the
terms and conditions set forth in the Second Lien Notes Tender
Offer.

NewPage will fund up to $130 million of the Maximum Payment Amount
and NPI will fund up to $50 million of the Maximum Payment Amount.
Notes purchased by NewPage and NPI will be allocated between
NewPage and NPI on a pro rata basis as determined by their
relative participation in the Maximum Payment Amount.  NewPage
intends to finance the Second Lien Notes Tender Offer with a
portion of the proceeds from its proposed offering of new senior
secured notes due 2014.

The total consideration payable pursuant to the Second Lien Notes
Tender Offer per $1,000 principal amount of Second Lien Notes
validly tendered and accepted for purchase by NewPage and NPI will
be determined based on a formula consisting of a base price
(including an early participation premium) per $1,000 principal
amount of notes equal to $430.00 for the Floating Rate Notes and
$450.00 for the 10% Notes, plus a clearing premium not to exceed
$100.00.

The clearing premium with respect to the Second Lien Notes will be
the lowest single premium at which NewPage and NPI will be able to
spend the Maximum Payment Amount by accepting all validly tendered
Second Lien Notes with bid premiums equal to or lower than the
clearing premium.  If the aggregate amount of Second Lien Notes
validly tendered and not withdrawn at or below the clearing
premium would cause NewPage and NPI to spend more than the Maximum
Payment Amount, then holders of the Second Lien Notes tendered at
the clearing premium will be subject to proration as described in
the Second Lien Notes Tender Offer.

                             NPI Offer

Under the terms of the NPI Offer, NPI is offering to purchase for
cash any and all of NewPage Holding's outstanding Floating Rate
Senior Unsecured PIK Notes due 2013 and the maximum aggregate
principal amount of NewPage's outstanding 12% Senior Subordinated
Notes due 2013 such that the aggregate amount that NPI would be
required to pay for purchase of the Subordinated Notes shall not
exceed $85 million.  All NewPage Holding PIK Notes validly
tendered will be accepted for purchase before any tendered 12%
Senior Subordinated Notes are accepted for purchase.

Notes tendered may be withdrawn at any time prior to 5:00 p.m. New
York City time, on July 28, 2009.  Except as stated in the Offers
to Purchase or as required by applicable law, Notes tendered prior
to the Withdrawal Deadline may only be withdrawn in writing and
before the Withdrawal Deadline, and Notes tendered after the
Withdrawal Deadline and before the Expiration Time may not be
withdrawn.  Payment for tendered Notes will be made promptly
following the acceptance of the Notes validly tendered by the
Expiration Time, or if the Offers are extended, promptly following
the Expiration Time.  Holders of validly tendered and accepted 12%
Senior Subordinated Notes due 2013 and Second Lien Notes will
receive accrued and unpaid interest from the last interest payment
date through the day prior to the date such Notes are purchased.
Holders that validly tender their NewPage Holding PIK Notes, which
are accepted for purchase by NPI, will not receive accretion past
the last semi-annual accrual date, will not receive any amount
with respect to accrued and unpaid interest since such date, and
will receive only the total consideration or tender offer
consideration, as applicable.

Both offers are conditioned on the successful completion of the
other Offer, the amendment of NewPage's senior secured term loan
credit facility and senior secured revolving credit facility and
the purchase and cancellation of a portion of the outstanding
balance under the senior secured term loan credit facility, as
well as certain other terms and conditions.  The Second Lien Notes
Tender Offer is also conditioned on the completion of NewPage's
proposed offering of new senior secured notes due 2014.

"We cannot assure you that any of these conditions will be
satisfied, and NewPage and NPI may in their sole discretion waive
or modify any conditions to, or terminate or extend, the Offers in
which each is participating," NewPage says.

In conjunction with the NPI Offer and the concurrent transactions,
SEO has agreed, subject to certain conditions, to contribute to
the issuer thereof up to $150 million in accreted principal amount
of NewPage Group PIK Notes.  The accreted principal amount of
NewPage Group PIK Notes to be contributed will be determined by
the principal amount of Subordinated Notes purchased pursuant to
the NPI Offer and contributed by NPI to the issuer thereof.  NPI
currently intends to hold for investment any Notes purchased by it
in the Offers and is under no obligation to contribute any Notes
that it purchases.  In the event that NPI does not contribute at
least $100 million of the Subordinated Notes purchased by it, SEO
will be under no obligation to contribute any amount of NewPage
Group PIK Notes.

The proposed amendments to NewPage's senior secured credit
facilities are currently expected to include an increase in the
rates and fees provided to lenders thereunder, the elimination of
financial maintenance covenants through 2010 and the addition
during such period of a minimum liquidity covenant, the
modification or elimination of certain financial maintenance
covenants thereafter, an extension of the maturity of at least a
portion of the loans under NewPage's senior secured term loan
credit facility and changes to permit additional purchases or
redemptions of the Notes and the NewPage Group PIK Notes, subject
to certain terms and conditions.

The new senior secured notes are expected to be secured equally
and ratably with NewPage's senior secured term loan facility by
liens on the same assets that secure NewPage's senior secured term
loan facility (other than stock pledges and intercompany notes).
The proceeds of the private offering of senior secured notes will
be used to purchase and cancel approximately $425 million of
NewPage's senior secured term loan facility, finance NewPage's
portion of the Second Lien Notes Tender Offer, and pay fees and
expenses related to the transactions.

The new notes proposed to be issued have not been registered under
the Act or any state securities laws and unless so registered may
not be offered or sold in the United States except pursuant to an
exemption from registration.

NewPage currently expects to provide an update on its expected
results for the quarter ended June 30, 2009 prior to the
Withdrawal Deadline.

NewPage has retained Goldman, Sachs & Co. to act as arranger for
the amendments to its credit facility. NewPage and NPI have
retained Citi to serve as the lead dealer manager for the Offers
and Banc of America Securities LLC, Credit Suisse Securities (USA)
LLC and Goldman, Sachs & Co. are acting as additional dealer
managers.  Barclays Capital Inc. is acting as co-manager for the
Offers.  Questions regarding the Offers may be directed to
Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800)
558-3745 (toll-free).  Requests for documents in connection with
the Offers may be directed to Global Bondholder Services
Corporation, the information agent for the Offers at (212) 430-
3774 or (866) 470-3700 (toll-free).

                        March 31 Financials

NewPage Holding Corporation swung to a net loss of $113,000,000
for the first quarter 2009 compared to a net income of $5,000,000
during the same period in 2008.  NewPage Corp. also posted a net
loss of $108,000,000 for the first quarter compared to an
$8,000,000 net income during the same period in 2008.

At March 31, 2009, NewPage Holding had $4,181,000,000 in total
assets; $521,000,000 in total current liabilities, $3,150,000,000
in long-term debt, $616,000,000 in other long-term obligations;
resulting in $106,000,000 in total deficit.

At March 31, 2009, NewPage Corp. had $4,180,000,000 in total
assets; $521,000,000 in total current liabilities, $2,963,000,000
in long-term debt, $616,000,000 in other long-term obligations;
resulting in $80,000,000 in total equity.

NewPage reports that, as of March 31, 2009, its principal sources
of liquidity include cash generated from operating activities and
availability under its revolving senior secured credit facility.
The amount of loans and letters of credit available to NewPage
pursuant to the revolving senior secured credit facility is
limited to the lesser of $500,000,000 or an amount determined
pursuant to a borrowing base -- $419,000,000 as of March 31, 2009.
As of March 31, 2009, NewPage had $247,000,000 available for
borrowing, after reduction for $89,000,000 in letters of credit
and $83,000,000 in outstanding borrowings under the revolving
senior secured credit facility.

"We have not experienced any limitations in our ability to access
funds available under our revolving credit facility and believe we
will not experience any limitations in the future in accessing
funds.  In an effort to manage credit risk exposures under our
debt and derivative instruments, we regularly monitor the credit-
worthiness of the counterparties to these agreements.  We believe
our cash flow from operations, available borrowings under our
revolving senior secured credit facility and cash and cash
equivalents will be adequate to meet our liquidity needs for the
next twelve months.  However, given the uncertainty of the current
economic environment, we cannot assure you that our business will
generate sufficient cash flows from operations or that future
borrowings will be available to us under our revolving senior
secured credit facility in an amount sufficient to enable us to
fund our liquidity needs," NewPage says.

Aggregate indebtedness as of March 31, 2009, totaled
$3,218,000,000, which includes $3,023,000,000 at NewPage.  NewPage
says beginning in 2011, its debt service requirements
substantially increase as a result of scheduled payments of its
indebtedness.

"We anticipate that we will seek to refinance indebtedness prior
to that time or retire portions of indebtedness with issuances of
equity securities, proceeds from the sale of assets or cash
generated from operations.  Our ability to operate our business,
service our debt requirements and reduce our total debt will
depend upon our future operating performance, which will be
affected by prevailing economic conditions and financial, business
and other factors, many of which are beyond our control, as well
as the availability of revolving credit borrowings and other
borrowings to refinance our existing indebtedness," NewPage says.

A full-text copy of NewPage's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?3f99

                          About New Page

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
largest coated paper manufacturer in North America, based on
production capacity, with $4.4 billion in net sales for the year
ended December 31, 2008.  The company's product portfolio is the
broadest in North America and includes coated freesheet, coated
groundwood, supercalendered, newsprint and specialty papers.  The
papers are used for corporate collateral, commercial printing,
magazines, catalogs, books, coupons, inserts, newspapers,
packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  The mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

As reported by the Troubled Company Reporter on July 2, 2009,
Moody's Investors Service lowered the corporate family rating of
NewPage Corporation to Caa1 from B2 and at the same time,
downgraded the company's other debt ratings.  NewPage's
speculative grade liquidity rating remains at SGL-4 and the
ratings outlook is negative.


NORANDA ALUMINUM: To Receive $23.625MM Settlement From 3 Insurers
-----------------------------------------------------------------
Noranda Aluminum Holding Corporation on July 15, 2009, announced a
$23.625 million insurance settlement pursuant to the signing of a
claim settlement agreement with the remaining three insurance
carriers providing coverage related to the Company's pot line
freeze claim from the January 2009 New Madrid smelter outage.

Under the Release, which represents the final settlement of the
Company's claim, the Company will receive proceeds totaling
$23.625 million from the Insurers, which includes $5.25 million of
claim advances previously received.

Combined with the Company's previously announced $43.875 million
settlement with Factory Mutual Insurance Company, provider of 65%
of the coverage, the Release brings the total claim settlement to
$67.5 million.

On June 24, 2009, Noranda announced a $43.875 million partial
insurance settlement, pursuant to the signing of a claim
settlement agreement with Factory Mutual related to FM Global's
portion of the Company's pot line freeze claim from the January
2009 New Madrid smelter outage.  FM Global provides 65% of the
coverage for the commercial property insurance policy that governs
the Company's pot line freeze claim.  Under the Release, the
Company will receive proceeds totaling $43.875 million from FM
Global, which includes the $9.75 million of claim advances
previously received.

                      About Noranda Aluminum

Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a leading North American
integrated producer of value-added primary aluminum products, as
well as high quality rolled aluminum coils.  The Company has two
businesses, an upstream and downstream business.  The primary
metals, or upstream business, produced approximately 261,000
metric tons of primary aluminum in 2008.  The rolling mills, or
downstream business, are one of the largest foil producers in
North America and a major producer of light gauge sheet products.
Noranda Aluminum Holding Corporation is a private company owned by
affiliates of Apollo Management, L.P.

As reported by the Troubled Company Reporter on July 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. to 'CCC+' from 'SD'.  The
outlook is developing.


NORTEL NETWORKS: Customers Laud Avaya Acquisition
-------------------------------------------------
The International Nortel Networks Users Association voiced its
support for Nortel's selection of Avaya as the "stalking horse"
for its Enterprise Solutions business. The group of more than
4,000 Nortel customers worldwide believes the acquisition will
allow the company to refocus its energy and resources on its
solutions, and quiet concerns about the corporate structure that
has beleaguered the company.

"The events and actions leading to Nortel's bankruptcy have taken
the focus of the market, the media and even customers away from
the strength of their solutions," commented INNUA's Executive
Director Victor Bohnert.  "The strength of the enterprise
solutions portfolio has never been in question, and the Avaya
acquisition could enable a more effective go-to-market strategy
for these solutions and strengthen the market position of the
company."

The majority of INNUA members have been Nortel customers for more
than ten years and they depend on the reliable Nortel solutions
they have in place.  In a recent poll conducted after Nortel's
bankruptcy filing in January, 80% of INNUA members said they
intend to move forward with Nortel purchases or deployments.
INNUA leadership recognizes the value its members place on their
Nortel investments and therefore, INNUA will continue a deep
strategic relationship with Nortel leadership and develop a
relationship with Avaya throughout this transition to ensure the
customer community's voice is heard.

"On average INNUA members spend 5 times more on Nortel solutions
than non-INNUA members," said INNUA's President Steve Ford.
"Their loyalty to the Nortel product line makes the customer base
one of Nortel's most valued assets."

The organization says it will now turn its focus to the future.
Bohnert went on to say, "This chapter in Nortel's history is
closed.  We understand that there is still much that can change
during the auction process.  However, we will begin working with
Avaya as soon as it's appropriate to determine how we can best
represent the collective voice of their new customers."

                            About INNUA

The International Nortel Networks Users Association --
http://www.innua.org/-- is an international, user-driven
association serving Nortel users for more than 25 years.  INNUA
exists to educate and inform telecommunications and IT
professionals while providing a professional network for those
with common concerns to address and success stories to share.  One
of the industry's largest and most progressive user groups, INNUA
is a community of more than 4,000 members in more than 70 chapters
around the globe.


NORTEL NETWORKS: RIM Says It Was Shut Out from Bidding for Assets
-----------------------------------------------------------------
Research In Motion Limited said that it has effectively been
prevented from submitting an offer for the Nortel Networks
Wireless Business that is the subject of a bankruptcy auction
scheduled to occur on July 24, 2009.

The assets being sold are Nortel's CDMA and Long Term Evolution
Access businesses.  In its CDMA and Long Term Evolution Access
businesses, Nortel develops current and next generation technology
for wireless infrastructure and mobile devices.

RIM sought to be qualified as a qualified bidder in Nortel's
auction bidding process for the Wireless Business, but RIM was
told it could be qualified only if it promised not to submit
offers for other Nortel assets for a period of one year.

In seeking to impose this condition, Nortel and its advisors were
fully aware of RIM's desire to purchase other Nortel assets as
part of a solution to retain key portions of Nortel's business
under Canadian ownership.  Despite repeated efforts, Nortel, its
advisors and its court-appointed monitor have rejected RIM's
repeated attempts to engage in meaningful discussions.

Based on its preliminary review, RIM would be prepared to pay in
the range of US $1.1 billion, subject to due diligence and the
entering into of appropriate ancillary agreements, for the CDMA
and Long Term Evolution Access businesses and certain other Nortel
assets.  RIM believes that such an offer would result in an
extremely attractive price for Nortel creditors and value
substantially in excess of the stalking horse bid made by Nokia
Siemens Networks.

Jim Balsillie, RIM's co-chief executive officer stated, "RIM is
extremely disappointed that Nortel's world leading technology, the
development of which has been funded in part by Canadian
taxpayers, seems destined to leave Canada and that Canada's own
Export Development Corporation is preparing to help by lending
$300 million to another bidder.  RIM remains extremely interested
in acquiring Nortel assets through a Canadian ownership solution
that would serve the dual purpose of keeping key wireless
technologies in Canada and extending RIM's leadership in the
research, development and distribution of leading edge wireless
solutions, but RIM has found itself blocked at every turn."

RIM believes that the loss of Canadian ownership of Nortel's CDMA
and Long Term Evolution Access businesses may significantly,
adversely affect national interests, with potential national
security implications, and that the Government of Canada should
review the situation closely.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


NORTEL NETWORKS: To Sell Enterprise Solutions to Avaya for $475MM
-----------------------------------------------------------------
Nortel Networks Corporation said the Company, its principal
operating subsidiary Nortel Networks Limited and certain of its
other subsidiaries, including Nortel Networks Inc. and Nortel
Networks UK Limited, have entered into:

   -- a "stalking horse" asset and share sale agreement with Avaya
      Inc. for its North American, Caribbean and Latin America and
      Asia Enterprise Solutions business; and

   -- an asset sale agreement with Avaya for the Europe, Middle
      East and Africa portion of its Enterprise Solutions
      business,

for a purchase price of US$475 million.

The agreements include the planned sale of substantially all of
the assets of the Enterprise Solutions business globally as well
as the shares of Nortel Government Solutions Incorporated and
DiamondWare, Ltd.

Commenting on the announcement, Nortel President and Chief
Executive Officer, Mike Zafirovski said, "We continue to be fully
focused on running our operations and continuing to serve our
customers while actively engaged in the sale of our businesses.
We have determined that the sale of our businesses maximizes value
while preserving innovation platforms, customer relationships and
jobs to the greatest extent possible.  The CDMA and LTE Access
stalking horse asset sale agreement announced on June 19th, and
[the] agreements around our Enterprise business are solid proof of
that value.  This represents the best path forward, and we are
advancing in our discussions with interested parties for our other
businesses."

"The many customers I have spoken with have been highly supportive
of our efforts and transparency throughout this process.  They
value our employees and technology platforms and are appreciative
of our service levels which are at multi-year highs."

"[The] agreements underscore the value of Enterprise Solutions and
the investments we have made in enterprise telephony, unified
communications and data networking core competencies.  If
successfully completed, this transaction will provide clarity on
the path forward for our Enterprise customers, partners and
employees, and enable the industry to continue to benefit from
Nortel-created technology, know-how and leading-edge innovation."

"We have some of the best talent in the industry and will explore
all potential opportunities for them as we move through this
process."

In EMEA any impact on the Enterprise Solutions workforce in
connection with this proposed transaction will be considered as
part of any required information and consultation process with
employee representatives or employees.

Joel Hackney, President, Enterprise Solutions added: "The
successful buyer will gain access to an industry-leading portfolio
that is optimized for real-time communications, bringing speed and
simplicity to customers' network environments and allowing them to
enhance collaboration, streamline business processes and improve
productivity."

Mr. Hackney continued: "Enterprise Solutions has strong
relationships with key customers and partners around the world,
and we have helped them achieve industry-leading differentiation
and competitive advantages.  We remain committed to serving them
without interruption through this process and, as we move forward,
we pledge to communicate our progress to the greatest extent
possible."

Chuck Saffell, Chief Executive Officer of Nortel Government
Solutions, said, "Nortel Government Solutions has built a robust
product and services business for U.S. Federal government
customers.  If successfully concluded, this agreement will offer
Avaya the opportunity to continue to grow this business and bring
further value to customers."

"The addition of Nortel Enterprise Solutions will increase Avaya's
global scale, expand our channel partner network, and strengthen
our world-class portfolio of products and services," said Kevin
Kennedy, president and CEO, Avaya. "This is a strategic
opportunity to acquire talent and complementary assets that
position the combined company for growth and success.  We are
committed to protecting the communications investments of the
customers of Avaya and Nortel, and to effectively executing the
integration of Nortel Enterprise Solutions and Avaya."

"As the largest reseller of Avaya and Nortel equipment to Canadian
business, Bell believes Avaya's history of leadership in
enterprise communications makes it an ideal candidate for this
proposed transaction," said Stephane Boisvert, President of Bell
Business Markets.  "Bell was the first major service provider to
standardize on both Avaya and Nortel IP telephony solutions, and
we are confident Avaya will continue to provide partners and
customers with innovative business communications technologies and
responsive customer support going forward."

"Avaya's proposed acquisition of Nortel Enterprise Solutions is
good news for our customers, who would benefit from the broadened
range of compelling solutions," said Hanif Lalani, CEO, BT Global
Services.  "BT and Avaya have been working closely, and
successfully, over the last couple of years.  Building on our
success, BT has plans to expand this engagement with Avaya over
the next year to offer a full unified communications portfolio.
Today's news strengthens this expansion plan."

                      Details of Sale Process

Nortel will file the stalking horse asset and share sale agreement
with the United States Bankruptcy Court for the District of
Delaware along with a motion seeking the establishment of bidding
procedures for an auction that allows other qualified bidders to
submit higher or otherwise better offers, as required under
Section 363 of the U.S. Bankruptcy Code.  A similar motion for the
approval of the bidding procedures will be filed with the Ontario
Superior Court of Justice.  Following completion of the bidding
process, final approval of the U.S. and Canadian courts will be
required.

In relation to the EMEA entities to which they are appointed, the
UK Joint Administrators have the authority, without further court
approval, to enter into the EMEA asset sale agreement on behalf of
those relevant Nortel entities.  In some EMEA jurisdictions, this
transaction is subject to information and consultation with
employee representatives prior to finalization of the terms of
sale.

In addition to the processes and approvals, consummation of the
transaction is subject to the satisfaction of regulatory and other
conditions and the receipt of various approvals, including
governmental approvals in Canada and the United States and the
approval of the courts in France and Israel.  The stalking horse
asset and share sale agreement and the EMEA asset sale agreement
are also subject to purchase price adjustments under certain
circumstances.

                  Share Value; Certain Potential
                 Tax Consequences of TSX Delisting

Nortel does not expect that the Company's common shareholders or
the NNL preferred shareholders will receive any value from the
creditor protection proceedings and expects that the proceedings
will result in the cancellation of these equity interests.  The
Company and NNL applied to delist their shares from trading on the
Toronto Stock Exchange and delisting occurred on June 26, 2009, at
the close of trading.

As a result of the TSX delisting, certain sellers of Nortel shares
who are not residents of Canada for purposes of the Income Tax Act
(Canada) may be liable for Canadian tax and may be subject to tax
filing requirements in Canada as a result of the sale of such
shares after June 26, 2009.  Also, purchasers of Nortel shares
from non-residents may have an obligation to remit 25% of the
purchase price to the Canada Revenue Agency.  Parties to sales of
Nortel shares involving a non-resident seller should consult their
tax advisors or the Canada Revenue Agency.

                            About Avaya

Avaya -- http://www.avaya.com/-- provides unified communications,
contact centers, and related services directly and through its
channel partners to leading businesses and organizations around
the world.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


NORTEL NETWORKS: PBGC to Take Over Underfunded Pension Plans
------------------------------------------------------------
The Pension Benefit Guaranty Corporation said July 17 it will take
responsibility for the underfunded pension plan covering some
23,000 employees and retirees of Nashville-based Nortel Networks,
Inc., the U.S. subsidiary of Nortel Networks Corp., an
international telecommunications technology concern headquartered
in Toronto and formerly a unit of Bell Canada.

The pension insurer's move comes as the company, in Chapter 11
bankruptcy, prepares to liquidate in a series of impending asset
sales.  None of the proposed transactions will include the pension
plan. If the PBGC delayed action until after the sales, no entity
would remain to finance or administer the plan, and the
possibility of recovering on the agency's claims for unfunded
pension liabilities would be severely diminished.

The Nortel Networks Retirement Income Plan is 58 percent funded,
with assets of $716 million to cover benefit liabilities of $1.23
billion, according to PBGC estimates. The agency expects to cover
the entire $514 million shortfall. The plan was frozen as of Dec.
31, 2007, for all participants.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ends on July 17,
2009. Retirees and beneficiaries will continue to receive their
monthly benefit checks without interruption, and other
participants will receive their pensions when they are eligible to
retire.

After it becomes trustee, the PBGC will send notification letters
to all participants in the Nortel Networks plan. 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 this pension plan are subject to the limits in
effect on January 14, 2009, which set a maximum guaranteed amount
of $54,000 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 Nortel Networks who draw a benefit from the PBGC may
be eligible for the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $513.7 million and was not previously included in
the agency's fiscal year 2008 financial statements.

The PBGC is a federal corporation created under the ERISA. 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.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NPS PHARMACEUTICALS: Board Elects Colin Broom as Director
---------------------------------------------------------
The Board of Directors of NPS Pharmaceuticals, Inc., on July 9,
2009, elected Colin Broom M.D. as a director to fill a vacancy on
the Board.  Dr. Broom, 53, currently serves as Vice President,
Chief Scientific Officer of ViroPharma Incorporated, a position he
has held since May 2004.

Prior to ViroPharma, Dr. Broom served as vice president of
clinical development and medical affairs, Europe, for Amgen.
Previously, he was vice president of clinical development for
Hoechst Marion Roussel (now sanofi-aventis) and for 14 years
worked for Glaxo and then SmithKline Beecham (now GlaxoSmithKline)
in a range of leadership positions of increasing responsibility,
including head of global oncology and vice president of CNS/GI.

In connection with Dr. Broom's election, the Compensation
Committee of the Board approved a grant of 36,000 options to Dr.
Broom under the Company's 2005 Omnibus Equity Plan.  The options
will vest over four years and become exercisable 25% on the first
anniversary of the date of grant and 6.25% every three months
thereafter.   Dr. Broom will also participate in the Company's
non-employee director compensation program.

Dr. Broom has been appointed to serve on the Audit Committee and
the Compensation Committee.  There are no arrangements or
understandings between Dr. Broom and any other person pursuant to
which Dr. Broom was selected as a director.

"Colin brings strong leadership and an impressive track record in
drug development to the NPS board of directors," said Peter G.
Tombros, chairman of NPS.  "His extensive R&D and regulatory
experience in large pharmaceutical and smaller biotech companies
will be very valuable as we advance our lead product candidates,
GATTEX and NPSP558.  On behalf of the NPS board of directors, it
is a pleasure to welcome Colin and we look forward to his
contributions to our future success."

Dr. Broom brings 25 years of pharmaceutical industry experience to
the NPS board of directors.

Dr. Broom holds a bachelor of science degree in pharmacology from
University College, London and a bachelor of medicine and bachelor
of surgery degree from St. George's Hospital Medical School,
London.  He is a Member of the Royal College of Physicians and a
Fellow of the Faculty of Pharmaceutical Medicine of the UK
Colleges of Physicians.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At March 31, 2008, the Company's balance sheet showed total assets
of $200.7 million against total liabilities of $425.9 million,
resulting in a stockholders' deficit of about $225.5 million.


NV BROADCASTING: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating of NV Broadcasting, LLC (New Vision) to D from Caa2 and its
Corporate Family Rating to Ca from Caa2 following its prearranged
consensual restructuring under Chapter 11 of the U.S. Bankruptcy
Code filed July 13, 2009.

Moody's also downgraded instrument ratings as shown and will
withdraw all ratings shortly.

NV Broadcasting, LLC

  -- Probability of Default Rating, Downgraded to D from Caa2

  -- Corporate Family Rating, Downgraded to Ca from Caa2

  -- Senior Secured First Lien Bank Credit Facility, Downgraded to
     Caa3, LGD3, 32% from B3, LGD3, 31%

  -- Senior Secured Second Lien Bank Credit Facility, Downgraded
     to C, LGD5, 82% from Caa3, LGD5, 80%

  -- Outlook, Changed To Stable From Negative

Parkin Broadcasting, LLC

  -- Senior Secured First Lien Bank Credit Facility, Downgraded to
     Caa3, LGD3, 32% from B3, LGD3, 31%

  -- Outlook, Changed To Stable From Negative

The company has secured a $28 million (unrated) line of credit.

The most recent rating action on New Vision occurred November 3,
2008, when Moody's downgraded its Corporate Family Rating and
Probability of Default Rating to Caa2 from B3.

NV Broadcasting, LLC, headquartered in Los Angeles, CA, owns and
operates 13 major affiliated broadcast television stations and one
CW and two MyTv affiliated broadcast stations in 9 markets.  Its
2008 revenue was approximately $115 million.  The company is
primarily owned by HBK Capital Management.


OPUS WEST: To Seek Final Approval of Cash Use on July 24
--------------------------------------------------------
Debtor Opus West LP seeks final approval from the Bankruptcy Court
to use the cash collateral of Guaranty Bank with regard to the 121
Lakepointe Crossing I & II Real Estate Development Project and to
grant the secured lender on the 121 Lakepointe Project adequate
protection.

                Guaranty Bank Construction Loans

OWLP acquired the land for the 121 Lakepointe Project in 2003.
The Project consists of 1,254,248 square feet of space, contained
in three industrial buildings, located on more than 60 acres of
land in Lewisville, Texas.  OWLP completed construction on the
first two buildings in 2004.  Expansion of Building 1 was
completed in March 2009.  Construction on Building 3 is currently
underway.

OWLP entered into a Construction Loan Agreement dated
March 17, 2003, with Guaranty Bank, as lender.  Guaranty Bank
extended to OWLP constructions loans in two parts:

Construction Loan                  Total Outstanding Debt
Extended by Guaranty Bank           as of May 31, 2009
-------------------------          ----------------------
A construction loan                      $16,675,000
in the principal amount
of $18,320,000 for Phase I
of the Project

A construction loan                       $2,049,783
in the principal amount
of $2,050,854 for Phase II
of the Project

The Phase I Loan and the Phase II Loan are secured by separate
(1) Construction Deeds of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, and (2) Assignments of
Leases and Rents, as evidenced by promissory notes in the amount
of the loans.  Both Loans are guaranteed by Opus West
Corporation.

The maturity date of the Phase I Loan and the Phase II Loan is
January 17, 2010.

Currently, the 121 Lakepointe Project generates approximately
$262,067 per month in rental income and averages operational
expenses of approximately $63,522 per month.  The rents generated
by the 121 Lakepointe Project are collectively referred to as
OWLP's "Cash Collateral."

The tenants at 121 Lakepointe Project make rental payments to one
of two bank accounts held by Opus West Corporation.  One account
is at Wilmington Trust; the other is at Bank of America.  Opus
West Corporation periodically transfers funds from the Wilmington
account to the Bank of America account.

                  Need for Cash Collateral Access

Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, in Dallas,
Texas, tells the Court that as of the Petition Date, OWLP and
Guaranty Bank were not able to agree on terms for the use of the
Cash Collateral.  However, the parties are hopeful that they will
reach an agreement.

Mr. Jessup asserts that OWLP has an urgent and immediate need for
cash to continue to maintain its operations.  Absent immediate
authority to use the Cash Collateral, OWLP will not have
sufficient funds with which to maintain operations during the
interim period and throughout the duration of its bankruptcy
case.  OWLP believes it is essential it be allowed to use a
limited amount of the Cash Collateral to continue the ongoing
operations for preservation of assets and for the benefit of all
parties-in-interest in its case, especially Guaranty Bank.

The Cash Collateral, according to Mr. Jessup, will only be used
to pay expenses that are set forth in the budget related to the
121 Lakepointe Project.  The expenses set forth in the budget are
those identified by OWLP as being necessary to maintain the value
of the underlying property, he avers.

OWLP says that with the assistance of its property managers, it
has prepared a budget that shows its projected expenditures with
respect to the 121 Lakepointe Project during the period from the
Petition Date through the week ending October 2, 2009.

A copy of the Cash Collateral Budget is available for free at:

  http://bankrupt.com/misc/OPUSWest_CashCollBudget_Oct02.pdf

In exchange for the use of Cash Collateral, Guaranty Bank's
interest in the 121 LakePointe Project will be adequately
protected by the use of the Cash Collateral to protect and
maintain the value of the 121 Lakepointe Project.  The value of
the 121 Lakepointe Project will not materially decline during the
term of the proposed use of the Cash Collateral.

                          Interim Order

The Court grants interim approval of Opus West LP's request.
OWLP is authorized to use the Cash Collateral for the ordinary
course of business expenses set forth in the Budget.

Guaranty Bank is also granted adequate protection in the form of:

  (a) the maintenance and protection of the 121 Lakepointe
      Project;

  (b) OWLP will permit Guaranty Bank, its employees, and agents
      full and unfettered access to knowledgeable agents and
      representatives and the books and records of OWLP; and

  (c) Guaranty Bank will hold a continuing lien on the 121
      Lakepointe Project prior to the Petition Date, including
      all leases and rents.

The Court is set to convene a final hearing on Opus West LLP's
request on July 24, 2009.  All parties-in-interest have until
July 20 to file any objection or response.

A full-text copy of the Interim Cash Collateral Order is
available at:

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

                     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.


PANDA ETHANOL: Stockholders Approve Liquidation Plan
----------------------------------------------------
Panda Ethanol, Inc., said Friday that by written consent dated
July 16, 2009, its stockholders voted to approve a dissolution and
plan of liquidation.  As of the close of business on July 16,
2009, Panda Ethanol's stock transfer books were closed, and Panda
Ethanol submitted a request to the Pink Sheets to suspend
quotation.

Pursuant to the plan of liquidation, after payment of all claims,
obligations and expenses owing to the Company's creditors, Panda
Ethanol will distribute any funds or assets remaining to the
holder of its preferred stock, who would be entitled to receive up
to $2.5 million, plus accrued and unpaid dividends, and then to
holders of common stock on a pro rata basis.  The Company does not
believe it will have any funds or assets remaining to make
distributions to common stockholders.

On January 23, 2009, the Company's subsidiaries holding and
managing its Hereford ethanol refinery filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code.
Neither the Company nor its shareholders will receive any proceeds
from the sale of the Hereford facility.

Panda Ethanol has filed a certificate of dissolution with the
Secretary of State of the State of Nevada.  On March 30, 2009,
Panda Ethanol filed a Form 15 with the Securities and Exchange
Commission to deregister its common stock under Section 12(g) of
the Securities Exchange Act of 1934, as amended, and suspend the
company's reporting obligations under Sections 13(a) and 15(d) of
the Exchange Act.  The Company is no longer a public reporting
company.

                      About Hereford Biofuels

Hereford Biofuels and three of its debtor-affiliates filed
separate petitions for Chapter 11 relief of January 23, 2009
(Bankr. N.D. Tex. Lead Case No. 09-30453).  Dan B. Prieto, Esq.,
Gregory M. Gordon, Esq., and Robert J. Jud, Esq., at Jones Day,
represent the Debtors as counsel.  Joseph M. Coleman, Esq., and
Joseph A. Friedman, Esq., at Kane, Russell, Coleman & Logan,
represent the official committee of unsecured creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed between $50 million and $100 million in assets and
between $100 million and $500 million in debts.

Hereford Biofuels has asked the U.S. Bankruptcy Court for the
District of Texas to convert their Chapter 1 cases to cases under
Chapter 7.

                       About Panda Ethanol

Headquartered in Dallas, Texas, Panda Ethanol, Inc. (Pink Sheets:
PDAE) -- http://www.pandaethanol.com-- is currently developing
six 115 million gallon-per-year denatured ethanol projects located
in Texas, Colorado and Kansas.  Four of these facilities will each
generate the steam used in the ethanol manufacturing process by
gasifying upwards of 1 billion pounds of cattle manure per year.

Panda Ethanol's founder is Panda Energy International, a privately
held company which has built more than 9,000 MW of electric
generation capacity at a cost of $5 billion.


PATIENT SAFETY: Files Amendment to 2008 Annual Report
-----------------------------------------------------
Patient Safety Technologies, Inc., filed with the Securities and
Exchange Commission Amendment No. 2 on Form 10-K/A to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2008,
originally filed on April 16, 2009.  Amendment No. 1 on Form
10-K/A was filed on May 1, 2009.

The purposes of Amendment No. 2 are:

   -- To reflect the revised report of the Company's independent
      registered public accounting firm, originally dated
      April 15, 2009, included in Item 8 of the Original Filing
      which now includes an explanatory paragraph with respect to
      the restatement of the Company's December 31, 2007,
      consolidated financial statements and certain December 31,
      2006 account balances;

   -- To amend Part III to include the updated information now
      contained in the Company's definitive proxy statement on
      Schedule 14A relating to the Company's 2009 annual meeting
      of stockholders.

Neither the revision of the Audit Report nor any of the other
revisions has had an impact on, or reflected any changes to, any
of the financial statements or related note disclosures included
in the Original Filing as amended by Amendment No. 1.  No other
changes have been made to the Original Filing as amended by
Amendment No. 1.

In its April 2009 audit report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, indicated that the Company has incurred
significant recurring net losses and negative cash flows from
operating activities through December 31, 2008.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.

A full-text copy of Amendment No. 2 is available at no charge at:

              http://ResearchArchives.com/t/s?3f80

Patient Safety Technologies, Inc.'s operations are conducted
through its wholly owned operating subsidiary, SurgiCount Medical,
Inc.  The Company's operating focus is the development, marketing
and sales of products and services focused in the medical patient
safety markets.

At March 31, 2009, the Company had $8,030,000 in total assets,
$12,704,000 in total liabilities and $4,674,000 in stockholders'
deficit.  At March 31, 2009, the Company has an accumulated
deficit of $45,237,000 and a working capital deficit of
approximately $8.9 million, of which $6.2 million represents the
estimated fair value of warrant derivative liabilities.  For the
three months ended March 31, 2009, the Company incurred a loss of
approximately $3.5 million and used approximately $1.3 million in
cash to fund it operating activities.

The Company has said existing cash resources, combined with
projected cash flow from operations, will not be sufficient to
fund working capital requirement for the next 12 months, and that
to continue to operate as a going concern it will be necessary to
raise additional capital.


PEREGRINE PHARMACEUTICALS: Posts $16.5MM Net Loss in Fiscal 2009
----------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., posted a net loss of $16,524,000
for the year ended April 30, 2009, compared with a net loss of
$23,176,000 in the same period in the previous year.

The Company's balance sheet at April 30, 2009, showed total assets
of $23,127,000, total liabilities of $22,226,000 and stockholders'
equity of $901,000.

At April 30, 2009, the Company has $10,018,000 in cash and cash
equivalents.  For the year ended April 30, 2009, the Company
posted a net loss of $16,524,000 compared with a net loss of
$23,176,000 in the same period in the previous year.

The Company expressed that its ability to continue its clinical
trials and development efforts is highly dependent on the amount
of cash and cash equivalents on hand combined with its ability to
raise additional capital to support its future operations.

Unless and until it is able to generate sufficient revenues from
Avid's contract manufacturing services and from the sale and
licensing of its products under development, the Company expects
the losses to continue for the foreseeable future.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?3f5e

Headquartered in Tustin, California, Peregrine Pharmaceuticals
Inc. (NASDAQ:PPHM) -- http://www.peregrineinc.com/-- is a
clinical-stage biopharmaceutical company developing monoclonal
antibodies for the treatment of cancer and hepatitis C virus
infection.  The company is advancing three separate clinical
programs with its compounds bavituximab and Cotara that employ its
two platform technologies: Anti-Phosphatidylserine therapeutics
and Tumor Necrosis Therapy.

                        Going Concern Doubt

On July 10, 2009, Ernst & Young LLP expressed substantial doubt
about Peregrine Pharmaceuticals Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended April 30, 2009, and 2008.  The
auditing firm pointed to the Company's recurring losses from
operations and recurring negative cash flows from operating
activities.


PETTERS COMPANY: Founder Gets 42-Day Delay in Fraud Trial
---------------------------------------------------------
Sophia Pearson and Beth Hawkins at Bloomberg News report that
Petters Group Worldwide founder Thomas Petters' fraud trial has
been extended by 42 days, when U.S. District Judge Richard Kyle
rescheduled the trial to October 26.

According to Bloomberg, the trial had been set for September 14,
but Mr. Petters' lawyers sought for a two-month postponement,
noting the complexity of the case and citing charges filed against
alleged co-conspirator Gregory Bell.  Bloomberg relates that Mr.
Bell was accused on July 10 by U.S. prosecutors and regulators of
feeding client assets to the alleged scheme.  Mr. Bell was charged
with wire fraud, according to a complaint filed by the U.S.
Securities and Exchange Commission.  He allegedly helped conceal
the fact that Petters owed more than $130 million to investors.

Bloomberg quoted Judge Kyle as saying, "By the time of trial, more
than a year will have passed from the defendant's arrest.  In the
court's view that is a sufficient amount of time to prepare,
regardless of how daunting the task may have been."

Mr. Petters was arrested in October 2008 on allegations that he
ran a $2 billion fraud through the sale of notes related to
consumer electronics.  Mr. Petters and the Company have been
facing charges of mail fraud, wire fraud, money laundering, and
conspiracy.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 relief on October 11, 2008 (Bankr. D.
Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PHOENIX FOOTWEAR: Closes Tandy Deal; Wrangler Brand Goes Too
------------------------------------------------------------
Phoenix Footwear Group, Inc., reports that its wholly owned
subsidiary, Chambers Belt Company, and Tandy Brands Accessories,
Inc., closed on their sale agreement on July 9, 2009.

Chambers and Tandy entered into an Amended and Restated Asset
Purchase Agreement which amended and restated the original
purchase agreement.  The Amended Purchase Agreement provided for
the additional sale of Chambers' Wrangler brand business together
with the private label business.  Chambers conducted the Wrangler
business under a License Agreement dated January 1, 2007, between
Chambers and Wrangler pursuant to which Chambers had the right to
sell Wrangler branded products to the mass market -- Mass License
-- and a License Agreement dated January 1, 2008, between Chambers
and Wrangler pursuant to which Chambers had the right to sell to
the western store market -- Western License.

Chambers sold to Tandy substantially all of its assets --
excluding, among other assets, accounts receivable, cash and cash
equivalents.  Tandy assumed all of Chambers obligations arising
after the closing under vendor and customer purchase orders,
Chambers' Maquiladora Agreement and certain leases.

Pursuant to the Amended Purchase Agreement, in partial payment of
the purchase price, Tandy paid to Chambers at the closing roughly
$3.5 million in immediately available funds, including roughly
$2.6 million for inventory.  During the first 30 days after
closing, Tandy has the right to audit the cost component of the
inventory payment.

As additional purchase price consideration, during the first 12
months after the closing Tandy is obligated to pay Chambers on a
monthly basis 21.5% of the net revenue that Tandy recognizes from
sales during this period of Chambers former products.  The
generally include private label products previously sold by
Chambers, Chambers trademark branded products and Wrangler branded
products to the mass merchandise market and the western market.
Tandy is obligated to pay Chambers minimum earn-out payments that
in the aggregate are not less than $2.0 million.

Concurrently with the closing of the Chambers asset sale,
Chambers, Tandy and Wrangler entered into an Amendment, Assignment
and Assumption of License Agreement pursuant to which Chambers
assigned to Tandy all of its rights and Tandy assumed all of
Chambers remaining obligations -- other than the remaining
quarterly royalty obligations due Wrangler which continues to be
Chambers' responsibility except in the case of a default on the
license by Tandy -- under the Mass License -- which was amended to
extend through and including June 30, 2010.  Also, the same
parties entered into an Amendment, Assignment and Assumption of
License Agreement pursuant to which Chambers assigned to Tandy all
of its rights and Tandy assumed all of Chambers remaining
obligations under the Western License.

The Amended Purchase Agreement contains limited representations
and warranties, covenants and indemnification.  At the closing,
Phoenix Footwear executed and delivered its Guaranty dated July 9,
2008 guaranteeing Chambers post-closing obligations under the
Amended Purchase Agreement.

The Company said in April it expects to be able to fully
extinguish its outstanding bank debt during fiscal 2009 after the
Tandy deal.

                            Wind Down

With the Chambers asset sale completed, Chambers plans to wind-
down its business by collecting its accounts receivable and Tandy
earn-out payments and settling its accounts payable.

Phoenix Footwear has said it expects to incur a total cost of
between $900,000 and $1.3 million on a pre-tax basis over several
quarters in connection with the winding down of Chamber's
activities.

For consolidated financial statement reporting purposes,
commencing with the first quarter of the 2009 fiscal year -- which
ended April 4, 2009 -- Phoenix Footwear began reporting Chambers
as discontinued operations.

In connection with the discontinuance, Phoenix Footwear estimates
that it will incur a pre-tax charge of between $2.1 million and
$2.5 million which will be recorded and reported in the second and
third quarters of the 2009 fiscal year.  The charge is expected to
be comprised of roughly $500,000 to $600,000 of cash restructuring
charges (related to severance payments and other costs associated
with exiting the business) to be paid during the third and fourth
quarters of the 2009 fiscal year and roughly $1.6 million to
$1.8 million of non-cash restructuring charges (including write-
offs of fixed assets, net of gain, and inventory).

Pursuant to authority granted by the Compensation Committee by the
Company's Board of Directors, on July 13, 2009, the Company
increased the annual base salary of Dennis T. Nelson, the
Company's Chief Financial Officer, Secretary and Treasurer, from
$145,000 to $175,000.

                      About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
Company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).

                         *     *     *

As reported by the Troubled Company Reporter on April 27, 2009,
Phoenix Footwear has been in continuing default on its bank debt
since September 27, 2008.  As a result of this and the fact that
the Company has had net losses for the past two fiscal years, the
Company's independent registered public accountants -- Grant
Thornton LLP, in Irvine, California -- have included a going
concern explanatory paragraph in their report on the Company's
financial statements included in the Company's Annual Report on
Form 10-K for the 2008 fiscal year that the Company filed with the
Securities and Exchange Commission.

The Company reported net loss from continuing operations of
$14.2 million for the fourth quarter of 2008, compared to a net
loss from continuing operations of $12.8 million for the fourth
quarter of fiscal 2007.  For the full 2008 fiscal year, net losses
from continuing operations totaled $18.8 million.  In fiscal 2007,
the Company recorded a net loss from continuing operations of
$16.6 million.  As of January 3, 2009, the Company had
$33.1 million in total assets, $21.7 million in total liabilities,
and $11.3 million in stockholders' equity.


PHOENIX FOOTWEAR: Forbearance Period Extended; Has Hired Advisors
-----------------------------------------------------------------
Phoenix Footwear Group, Inc., reports that effective July 9, 2009,
the Company and its subsidiaries together with Wells Fargo
National Bank Association entered into an Amendment and
Forbearance Agreement.

The Amendment amends and modifies certain terms of the Credit and
Security Agreement dated June 10, 2008, among Phoenix Footwear and
its subsidiaries and Wells Fargo.  In connection with the
Amendment, Wells Fargo provided its consent to the Chambers asset
sale and released its security interest and lien on the
transferred Chambers' assets.

These changes were made to the Credit Agreement:

     -- the maximum availability under the line of credit was
        reduced to $6.5 million (subject to a borrowing base
        limit),

     -- the borrowing base was revised to reflect the Chambers
        asset sale and certain other requirements,

     -- the interest rate applicable to outstanding advances was
        changed to a daily three month LIBOR rate plus 5.50%,

     -- a new affirmative covenant was added that requires Phoenix
        Footwear to provide Wells Fargo with certain budgets and
        projections on a weekly basis and to participate in weekly
        teleconference calls,

     -- new financial covenants were added that require weekly
        minimum net sales and net cash flow,

     -- additional collateral was required in the form of a
        mortgage for the real property owed by Phoenix Footwear's
        wholly-owned subsidiary, Penobscot Shoe Company, which is
        located in Penobscot, Maine, and

     -- there was eliminated a $340,000 exit fee that was payable
        if the Credit Agreement is repaid in full and the line of
        credit terminated under certain circumstances.

Under the Amendment, Wells Fargo agreed, during a forbearance
period, to refrain from exercising any rights and remedies which
it is or may become entitled to as a result of the existing past
financial covenant defaults.  Also, the Amendment provides for
Wells Fargo to continue making advances under the line of credit,
subject to the conditions of the Credit Agreement excluding,
however, the Specified Events of Default.

The forbearance period began on July 9, 2009 and ends on July 31,
2009, subject to earlier termination at the election of Wells
Fargo in the event of an occurrence of any event of default under
the Credit Agreement other than the Specified Events of Default,
and subject to automatic termination in the event of the
occurrence of certain insolvency proceedings involving Phoenix
Footwear or its subsidiaries.

The Amendment provides that the continuing forbearance by Wells
Fargo is conditioned upon Phoenix Footwear's continuing engagement
of a financial turnaround consulting firm -- which has occurred --
to provide specified financial consulting services and the
repayment in full of all indebtedness owed to Wells Fargo before
July 31, 2009.  The Amendment requires Phoenix Footwear to pay a
$340,000 forbearance fee, including $170,000 concurrent with the
closing of the Chambers asset sale and $170,000 on the termination
of the forbearance period.

The proceeds from the Chambers asset sale were used to pay down
the outstanding indebtedness owed by Phoenix Footwear and its
subsidiaries under the Credit Agreement.  Following this
application of proceeds, Phoenix Footwear had $4.5 million
outstanding under the Credit Agreement with remaining availability
of $2.0 million. Chambers plans to collect its accounts receivable
and the earn-out payments owed by Tandy to repay this
indebtedness.  In addition, Phoenix Footwear is in active
discussions with several replacement lenders and has received
proposals to refinance its Wells Fargo indebtedness. There can be
no assurance that such refinancing will be obtained or that it
will be on favorable terms and conditions.

Prior to July 31, 2009, Phoenix Footwear plans to seek an
extension of the forbearance period so that it may complete a
refinancing of its remaining indebtedness and repay Wells Fargo in
full.  Based on the remaining collateral and Phoenix Footwear's
restructured operations, Phoenix Footwear expects such a request
to be granted.  However, there is no assurance that it will be
granted or the terms and conditions thereof.  If such a request is
not granted, Wells Fargo may accelerate Phoenix Footwear's
indebtedness or foreclose on its assets.

A full-text copy of the forbearance agreement and first amendment
to credit and security agreement, dated July __, 2009, entered
into by and among Phoenix Footwear Group, Inc., Penobscot Shoe
Company, H.S. Trask & Co., Chambers Belt Company, and Phoenix
Delaware Acquisition, Inc.; and Wells Fargo Bank, National
Association, acting through its Wells Fargo Business Credit
operating division, is available at no charge at:

               http://ResearchArchives.com/t/s?3f7d

                      About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
Company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).

                         *     *     *

As reported by the Troubled Company Reporter on April 27, 2009,
Phoenix Footwear has been in continuing default on its bank debt
since September 27, 2008.  As a result of this and the fact that
the Company has had net losses for the past two fiscal years, the
Company's independent registered public accountants -- Grant
Thornton LLP, in Irvine, California -- have included a going
concern explanatory paragraph in their report on the Company's
financial statements included in the Company's Annual Report on
Form 10-K for the 2008 fiscal year that the Company filed with the
Securities and Exchange Commission.

The Company reported net loss from continuing operations of
$14.2 million for the fourth quarter of 2008, compared to a net
loss from continuing operations of $12.8 million for the fourth
quarter of fiscal 2007.  For the full 2008 fiscal year, net losses
from continuing operations totaled $18.8 million.  In fiscal 2007,
the Company recorded a net loss from continuing operations of
$16.6 million.  As of January 3, 2009, the Company had
$33.1 million in total assets, $21.7 million in total liabilities,
and $11.3 million in stockholders' equity.


PHYSICAL THERAPY AND FITNESS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Physical Therapy and Fitness, LLC
        30200 Schoenherr Road
        Warren, MI 48088

Bankruptcy Case No.: 09-62101

Chapter 11 Petition Date: July 16, 2009

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

Judge: Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  Email: bbassel@gmail.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 Jack Rytel-Kuc, principal of the
Company.


PILGRIM'S PRIDE: Assumes Railcar Lease with CIT Group
-----------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code and Rule 6006 of
the Federal Rules of Bankruptcy Procedure, Pilgrim's Pride Corp.
sought and obtained the Bankruptcy Court's authority to assume a
railcar lease with CIT Group/Equipment Financing, Inc., as
amended.

Prior to the Petition Date, Pilgrim's Pride Corporation and CIT
Group entered into the lease agreement pursuant to which the
Debtors leased 15 5,200-cubic feet covered hopper cars for $555
per car per month and another 15 5,200 cubic feet covered hopper
cars leased for $675 per car per month.

In exchange for the Debtors' assumption of the Master Lease and
Schedules accompanying the Lease, CIT agreed to modify the
Railcar Lease by extending the expiration of the Schedules to
March 31, 2012, and reducing the rental payments for the
Equipment to $375 per car per month, retroactive to April 1,
2009.  In light of these modifications, the Debtors agreed to
reimburse CIT's attorneys' fees totaling $2,000 incurred in
connection with the assumption of the Railcar Lease.

The Equipment is necessary to the Debtors' business as it is used
by the Debtors to transport materials to their customers in the
most cost-efficient manner, according to the Debtors' counsel
Stephen A. Youngman, Esq., at Weil, Gotshal & Manges in Dallas,
Texas.  Using an alternative means of transportation would
increase the cost of transporting the materials to the Debtors'
customers, Mr. Youngman asserted, with the concurrence of
Lawrence Chek, Esq., at Hunton & Williams LLP, in Dallas, Texas,
who represents the CIT Group.

Due to the reduction in the monthly rental of the Equipment, the
Debtors are prepared to give adequate assurance that payments on
this lease will be timely, Mr. Youngman stressed.  The Debtors
and CIT have engaged in fair, arms length negotiations which have
resulted in setting a monthly rental fee that the Debtors will be
able to pay in a timely manner and which CIT is willing to
accept.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Proposes to Reject 699 Contract-Grower Contracts
-----------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code and Rule 6006
of the Federal Rules of Bankruptcy Procedure, Pilgrim's Pride
Corp. and its affilaites seek the Court's authority to reject 699
agreements composed of:

  -- 544 Broiler Grower Agreements, a six-part schedule of which
     is available for free at:

        http://bankrupt.com/misc/PPC_rej_Broilergrowers1.pdf
        http://bankrupt.com/misc/PPC_rej_Broilergrowers2.pdf
        http://bankrupt.com/misc/PPC_rej_Broilergrowers3.pdf
        http://bankrupt.com/misc/PPC_rej_Broilergrowers4.pdf
        http://bankrupt.com/misc/PPC_rej_Broilergrowers5.pdf
        http://bankrupt.com/misc/PPC_rej_Broilergrowers6.pdf

  -- 103 Breeder Grower Agreements, a two-part schedule of which
     is available for free at:

        http://bankrupt.com/misc/PPC_rej_Breedergrowers1.pdf
        http://bankrupt.com/misc/PPC_rej_Breedergrowers2.pdf

  -- 52 Pullet Grower Agreements, a schedule of which is
     available for free at:

        http://bankrupt.com/misc/PPC_rej_Pulletgrowers1.pdf

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP in
Dallas, Texas, informs the Court that pursuant to the Agreements,
the Broiler Growers, the Breeder Growers and Pullet Growers own,
operate and arrange for, as the case may be, the farms, chicken
houses, equipment, utilities and labor required to raise and care
for the Debtors' broilers, while the Debtors provide the live
poultry as well as feed, veterinary services, technical
assistance, and the Debtors' recommendations as to the technical
aspects of efficiently growing, feeding and caring for the
broilers.

The Debtors have evaluated each of the Broiler, Breeder and
Pullet Grower Agreements and have examined the costs associated
with the Debtors' obligations under these Agreements.  Based on
this evaluation, the Debtors have concluded that continued
compliance with the terms of the Broiler Grower Agreements would
be burdensome and would provide no corresponding benefit to the
Debtors or their estates, Mr. Youngman relates.

Due to a reduction in operations, the Debtors no longer need to
maintain the same number of Broiler, Breeder and Pullet Growers
they formerly used.  Prior to the Petition Date, Pilgrim's Pride
Corporation idled two chicken processing plants and engaged in
other restructuring and reorganization efforts that called for a
reduction in growers.  Following the Petition Date, PPC idled
another two of its chicken processing plants and sold a third
plant in mid-May 2009, including plants to which certain Broiler
Growers supplied broiler chickens.

Although unfortunate, the Debtors believe that idling these
plants and the other restructuring initiatives are in the best
interests of their estates and their creditors because of an
industry-wide oversupply of chicken, weak consumer demand and a
national recession, Mr. Youngman maintains.

Mr. Youngman tells the Court a retroactive date of rejection is
necessary, for without it, the Debtors may be forced to continue
to incur unnecessary and wasteful expenses for contracts that no
longer provide any tangible benefit to the Debtors' estates. The
affected Broiler Growers will not be prejudiced by retroactive
rejection as of the Proposed Rejection Dates because all or most
of them received advance notice of the Debtors' intent to reject.

The Debtors further ask the Court to direct that any claim for
damages arising as a result of the rejection of the Broiler,
Breeder and Pullet Grower Agreements be filed no later than 30
days after entry of the Order approving the rejection requests.

The Court will convene a hearing to consider the requests on
August 4, 2009, at 10:30 a.m.  Objections are due by July 28.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Seeks to Sell Titus/Camp Property for $5.5 Mil.
----------------------------------------------------------------
Pilgrim's Pride Corp. owns approximately 4,000 acres of raw land
in Titus and Camp Counties, which surrounds the company's
headquarters in Pittsburg, Texas.

PPC acquired the land in the late 1990s under a long-range plan
to build a protein conversion plant and integrated poultry
complex on the site and purchased the land surrounding the site
as buffer land.  Because Big Cypress Creek runs through the land,
causing high water issues from time to time, the land is not
suitable for other use by the Debtors, and the Debtors do not
need it for an effective reorganization of their businesses,
Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, informs Judge D. Michael Lynn of the United States
District Court for the Northern District of Texas, Forth Worth
Division.

Titus County Fresh Water District No. 1 made an offer to purchase
(i) all of the land the Debtors own in the Titus and Camp
Counties that is below 300 feet above sea level, and (ii) about
300 acres of the land that is more than 300 ft. above sea level
because that portion of land is necessary to access the land that
is 300 ft. below sea level.

The Debtors and the Proposed Buyer believe that the Real Property
subject to purchase will be approximately 3,060 acres.

A map showing the location of the property is available for free
at http://bankrupt.com/misc/PPC_titus_campctypros.pdf

Disposing of the land will not have any adverse impact on the
Debtors' long-range plans because the Proposed Buyer intends to
use the land as undeveloped flood-control land, Mr. Youngman
avers.

Pursuant to the terms of the contract for the purchase and sale
of the Real Property entered into between the Proposed Buyer and
PPC on May 7, 2009, Titus County Fresh Water District has agreed
to purchase the Real Property for $1,800 per acre plus $50,000
for a log cabin structure.  Assuming the Real Property is
comprised of the expected 3,060 acres, the total purchase price
would be $5,558,000.00.

To maximize the value of the Property, the Debtors sought and
obtained the approval of Judge Lynn of bidding procedures in
connection with the sale of the Property.

Pursuant to the Bidding Procedures, all bidders must submit a
Farm and Ranch Contract in the form promulgated by the Texas Real
Estate Commission.  The deadline for the submission of qualified
bids is on July 14, 2009, at 12:00 p.m. Prevailing Central Time.
Qualified bids are submitted to among other, Pilgrim's Pride
Corp., and the Debtors' counsel, Weil Gotshal& Manges, LLP.

The Debtors expect Qualified Bids to contain:

  (i) a purchase price that is at least $200,000 greater than
      $5,558,000;

(ii) a mark-up of the Stalking Horse Agreement that reflects
      the bidder's proposed changes;

(iii) the identity of the potential bidder and the officers or
      authorized agent who will appear on behalf of the bidder;

(iv) evidence, satisfactory to the Debtors in their reasonable
      discretion of the bidder's financial means and operational
      ability to consummate the proposed transaction;

  (v) a provision that the bid will not be conditioned on the
      outcome of the unperformed due diligence by the bidder,
      board approval, or any financing contingency; and

(vi) the Qualified Bidder's Good Faith Deposit equal to 10% of
      the cash purchase price.

Good Faith Deposits of all Qualified Bidders will be held in an
interest-bearing account for the Debtors' benefit until
consummation of a transaction involving any other bidder for the
real property.  If a Successful Bidder fails to consummate an
approved Sale because of a breach or failure to perform on the
part of the Successful Bidder, the Debtors will not have any
obligation to return the Good Faith Deposit and the Good Faith
Deposit will irrevocably become the property of the Debtors.

If more than two bids are timely received, the Debtors will
conduct an auction on July 16, 2009, at 10:00 a.m. at the offices
of Weil, Gotshal & Manges LLP at 200 Crescent Court, Suite 300,
in Dallas, Texas.

If no bid other than that of the Purchaser's is timely received,
the Court will convene a hearing on July 21, 2009, at 11:00 a.m.,
to consider approval of the sale to the Purchaser.  Objections to
the sale are due by July 14.

The Debtors also sought and obtained the Court's authority to
enter into a stalking horse agreement with the Purchaser and
authority to pay the commission and reimburse the expenses of a
broker for the Property upon closing of the sale.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Transfers Trademarks to New Oxford
---------------------------------------------------
Pursuant to Sections 105 and 363(b) of the Bankruptcy Code, the
Pilgrim's Pride Corp. and its affiliates obtained the Bankruptcy
Court's authority to transfer certain trademarks to New Oxford
Foods, LLC.

On March 8, 2008, Pilgrim's Pride Corporation entered into a
purchase agreement with New Oxford, pursuant to which the Debtors
sold certain of their turkey-related business to New Oxford
Foods, LLC.  Pursuant to the Purchase Agreement, New Oxford also
entered into a co-pack agreement with PPC, pursuant to which New
Oxford agreed to produce and package certain products for the
Debtors until September 30, 2008.

According to the Debtors' records, the Co-Pack Agreement was
completed on November 3, 2008.  Pursuant to the Purchase
Agreement, the Debtors were obligated to transfer all of their
rights, title and interest in the trademarks "Round Hill" and
"Golden Acre" to New Oxford upon termination of the Co-Pack
Agreement and processing agreement.

The Debtors have conferred with the Official Committee of
Unsecured Creditors regarding the proposed transfer of the
Trademarks, and have been advised that the Creditors' Committee
has no objection to the proposed transfer.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Wants to Esimate FLSA Claims At $55,000,000
------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas to estimate the claims
asserted by the Fair Labor Standards Act Multidistrict Litigation
Plaintiffs and the Fair Labor Standards Act South Carolina
Litigation Plaintiffs for allowance and distribution purposes.

To recall, the FLSA MDL Plaintiffs and the Fair Labor Standards
Act South Carolina litigation have separate actions against
Pilgrim's Pride Corporation in separate Courts which the
Plaintiffs assert that the Debtors violated the Fair Labor
Standards Act.  Both groups of plaintiffs seek unpaid overtime
compensation, allegedly owed to them for all time between the
first and last compensable acts of a continuous workday.

According to the Debtors' counsel, David W. Parham, Esq., at
Baker & McKenzie LLP in Dallas, Texas, the Plaintiffs' combined
claims are estimated to be at least $55,000,000.

The Debtors believe resolving the FLSA claims in trials will
likely take at least 18 months, without consideration of appeals.
The claims, if not estimated or resolved, could present a
significant impact on the Debtors' cash needs and liquidity and
thus are claims which the Debtors need resolved, Mr. Parham tells
the Court.

The FLSA Claims are contingent and unliquidated claims, Mr.
Parham says.  Their resolution, absent estimation, will unduly
delay the administration of the case, thus, the plan will be
significantly delayed and distributions to creditors will be
deferred, Mr. Parham avers.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PITTSBURGH CORNING: Slated for January 2010 Confirmation
--------------------------------------------------------
Pittsburgh Corning Corp., a joint venture between Corning Inc. and
PPG Industries Inc., is scheduled to seek confirmation of its
Chapter 11 plan at hearings beginning January 11, 2010.  Approving
the plan on schedule would conclude an almost 10-year
reorganization, Bill Rochelle at Bloomberg News said.

The U.S. Bankruptcy Court for the Western District of
Pennsylvania at the end of May 2009 approved the disclosure
statement explaining the Debtors' plan designed to bring an end to
the reorganization that began in April 2000 to deal with asbestos
claims.  Creditors entitled to vote on the Plan have until
September 15, 2009, to do so.

Pursuant to the Plan, asbestos claims will be channeled into a
trust to be funded with contributions by the two companies and
insurance policies.  The asbestos claimants' committee and the
representative of future claimants support the Plan.

The Court refused to confirm a prior version of the Plan in
December 2006, on the basis that the Plan was too broad in the
treatment of allegedly independent asbestos claims not associated
with Pittsburgh Corning.

                           Amended Plan

Pittsburgh Corning filed its Modified Third Amended Plan of
Reorganization on January 29, 2009, which contemplates the
resolution of certain current and future asbestos claims against
Corning Incorporated and PPG Industries, Inc., arising from PCC
products or activities.  Pittsburgh Corning is owned 50% by
Corning Incorporated and 50% by PPG Industries.

In 2002, PPG entered into a settlement arrangement relating to
asbestos claims, whereby it reserved approximately $900 million
for that settlement.  Under the modified settlement arrangement
provided for in the Amended Plan, PPG's obligation is currently
$735 million for claims that will be channeled to the trust.  PPG
will retain the approximately $165 million difference as a reserve
for asbestos-related claims that will not be channeled to the
trust.

"This amended plan addresses the issues raised by the court in its
2006 opinion on the matter, and while we continue to believe PPG
is not responsible for injuries caused by Pittsburgh Corning
products, this amended plan would permanently resolve PPG's
asbestos liabilities associated with Pittsburgh Corning," said
James C. Diggs, PPG senior vice president, general counsel and
secretary.  "We believe the modified settlement arrangement and
the remaining reserve are very advantageous for the company
because the vast majority of PPG's asbestos-related claims will be
paid or otherwise resolved by the trust."

Under the modified settlement arrangement, PPG's obligation to the
trust consists of cash payments over a 15-year period totaling
$825 million, about 1.4 million shares of PPG stock or cash
equivalent, and its shares in Pittsburgh Corning and Pittsburgh
Corning Europe.  The obligation under the modified settlement
arrangement at December 31, 2008, totals $735 million or
approximately $460 million net of the associated tax benefit.
PPG's obligation under the modified settlement arrangement
includes the net present value of the cash payments of
$825 million, which will be adjusted quarterly to reflect the
accretion of interest.  In addition, PPG's participating
historical insurance carriers will make cash payments to the trust
of approximately $1.6 billion in a series of payments ending in
2027.

PPG believes the Amended Plan meets the Court's concern on the
treatment of allegedly independent asbestos claims not associated
with Pittsburgh Corning.

In a separate statement, Corning says its contributions to the
settlement trust will begin after certain conditions are met, and
the Plan is approved and no longer subject to appeal.  The
approval process could take one year or longer, Corning says.

                       About PPG Industries

Pittsburgh, Pennsylvania-based PPG Industries, Inc. --
http://www.ppg.com/-- is a global supplier of paints, coatings,
chemicals, optical products, specialty materials, glass and fiber
glass.  The Company has more than 140 manufacturing facilities and
equity affiliates and operates in more than 60 countries.  Sales
in 2008 were $15.8 billion.  PPG shares are traded on the New York
Stock Exchange (symbol: PPG).

                           About Corning

Corning Incorporated -- http://www.corning.com/-- makes specialty
and ceramics for more than 150 years.  Its products include glass
substrates for LCD televisions, computer monitors and laptops;
ceramic substrates and filters for mobile emission control
systems; optical fiber, cable, hardware & equipment for
telecommunications networks; optical biosensors for drug
discovery; and other advanced optics and specialty glass solutions
for a number of industries including semiconductor, aerospace,
defense, astronomy and metrology.

                       About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection in 2000 (Bankr. W.D. Pa. Case No. 00-22876).  The Hon.
Judith K. Fitzgerald presides over the case.  The Bankruptcy Court
authorized the retention of Reed Smith LLP as counsel for the
Debtor under a general retainer, and the retention of Deloitte &
Touche LLP as accountants for the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The United States Trustee appointed a Committee of Asbestos
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of these professionals by the Committee of Asbestos
Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel;
(ii) Campbell & Levine as local counsel; (iii) Anderson Kill &
Olick, P.C. as special insurance counsel; (iv) Legal Analysis
Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v)
L. Tersigni Consulting, P.C. as financial advisor, and (vi)
Professor Elizabeth Warren, as a consultant to Caplin & Drysdale,
Chartered.

On February 16, 2001, the Court approved the appointment of
Lawrence Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In December 2006, the Bankruptcy Court denied confirmation of an
earlier version of the plan, citing that the plan was too broad in
addressing independent asbestos claims that were not associated
with the Debtor.


POWER EFFICIENCY: Files Form 424B3 to Register 59,687,619 Shares
----------------------------------------------------------------
Power Efficiency Corporation filed a prospectus on Form 424B3 to
register 59,687,619 shares of common stock that may be sold from
time to time by selling stockholders.  The Company will not
receive any of the proceeds from the sale of the common stock
sold.  The Selling Stockholders may sell those shares from time to
time in the public securities market.  The Selling Stockholders
may determine the prices at which they will sell the common stock,
which prices may be at market prices prevailing at the time of
such sale or some other price.

The Company's common stock is traded on the National Association
of Securities Dealers Over The Counter Bulletin Board under the
symbol "PEFF."

A full-text copy of the Prospectus is available at no charge at
http://ResearchArchives.com/t/s?3f94

                    About Power Efficiency Corp.

Based in Las Vegas, Power Efficiency Corporation (OTC BB: PEFF) --
http://www.powerefficiency.com/-- is a green energy company
focused on efficiency technologies for electric motors.  The
company has developed a patented and patent-pending technology
platform, called E-Save Technology(TM), which has been
demonstrated in independent testing to improve the efficiency of
electric motors by 15%-35% in appropriate application.

                        Going Concern Doubt

The audit report dated March 30, 2009, Sobel & Co., LLC, the
Company's former independent registered public accounting firm --
which was included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2008 -- noted that the Company "has
suffered recurring losses from operations, and the Company has
experienced a deficiency of cash from operations.  These matters
raise substantial doubt as to the Company's ability to continue as
a going concern."

As reported by the Troubled Company Reporter, Power Efficiency
dismissed Sobel & Co.  On April 27, the Company's audit committee
approved the engagement of BDO Seidman, LLP, as its new
independent registered public accounting firm.

At March 31, 2009, the Company had $3,897,780 in total assets and
$2,304,694 in total liabilities.


POWERMATE CORP: Deadline to Remove Actions Extended to October 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended the current deadline within which Powermate Corp., et
al., may file notices of removal of any and all civil actions
pending as of the petition date, pursuant to 28 U.S.C. Section
1452 and Rules 9006 and 9027 of the Federal Rules of Bankruptcy
Procedure, through and including October 8, 2009.

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, air tools, pressure washer
and accessories.  Products were distributed through mass
retailers, home centers, specialty store chains, industry buying
cooperatives, online e-Dealers, and independent hardware
retailers.  Prior to the Petition Date, the Debtors sold their air
compressor business and related assets.  Sun Capital Partners
bought 95% of Powermate in 2004.

Powermate Holding Corp. is the parent of Powermate Corp.  In turn
Powermate Corp. owns 100% of Powermate International Inc.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the Official Committee of Unsecured Creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.

In schedules filed with the Court, the Debtors listed total assets
of and debts of over $69 million and $144 million, respectively.


POWERMATE CORP: Inks Settlement Agreement with Northern Tool
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the settlement agreement between Powermate Holding Corp.,
et al., and Northern Tool & Equipment Company, Inc., regarding the
resolution of their collection action.

Powermate Corporation f/k/a Coleman Powermate, Inc., commenced an
action in the Court to recover, inter alia, the sum of $90,000
against Northern Tool.  Northern Tool also filed a proof of claim
asserting it has valid setoff, offsets, recoupment rights,
deductions and/or claims against Powermate that eliminate
liability, if any, to Powermate and would permit an affirmative
recovery or claim against Powermate.

Pursuant to the settlement agreement, the parties have agreed to
release one another from any further claims or liabilities in
order to avoid protracted litigation.

                      About Powermate Corp.

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, air tools, pressure washer
and accessories.  Products were distributed through mass
retailers, home centers, specialty store chains, industry buying
cooperatives, online e-Dealers, and independent hardware
retailers.  Prior to the Petition Date, the Debtors sold their air
compressor business and related assets.  Sun Capital Partners
bought 95% of Powermate in 2004.

Powermate Holding Corp. is the parent of Powermate Corp.  In turn
Powermate Corp. owns 100% of Powermate International Inc.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the Official Committee of Unsecured Creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.

In schedules filed with the Court, the Debtors listed total assets
of and debts of over $69 million and $144 million, respectively.


POWERMATE CORP: Wants Plan Filing Period Extended to September 17
-----------------------------------------------------------------
Powermate Corp. and its affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusive period to
file a plan until September 17, 2009, and their exclusive period
to solicit acceptances thereof until November 17, 2009.

This is the Debtors' fourth motion for the extension of their
exclusivity periods.  The Debtors tell the Court that their
efforts throughout the Chapter 11 cases have been focused upon the
successful wind-down of their estates and thus have not had
sufficient time to negotiate with major case-parties regarding the
formulation of a plan that will be acceptable to all parties-in-
interest.

This is the last request for an exclusivity extension available in
the Bankruptcy Code.

                      About Powermate Corp.

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, air tools, pressure washer
and accessories.  Products were distributed through mass
retailers, home centers, specialty store chains, industry buying
cooperatives, online e-Dealers, and independent hardware
retailers.  Prior to the Petition Date, the Debtors sold their air
compressor business and related assets.  Sun Capital Partners
bought 95% of Powermate in 2004.

Powermate Holding Corp. is the parent of Powermate Corp.  In turn
Powermate Corp. owns 100% of Powermate International Inc.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the Official Committee of Unsecured Creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.

In schedules filed with the Court, the Debtors listed total assets
of and debts of over $69 million and $144 million, respectively.


PRIMEDIA INC: To Issue Q2 Results on Aug. 6; Gets Loan Amendments
-----------------------------------------------------------------
PRIMEDIA Inc. will release its second quarter results before
market open on Thursday, August 6, 2009, to be followed by a
conference call at 10:00 a.m. (Eastern Time).

Investors and interested parties may listen to a Webcast of the
presentation by visiting the Company's Web site at
http://www.primedia.com/under the Investor Relations section.  To
participate in the call, please dial 1-877-941-1465 if in the
U.S., or 1-480-629-9678 if outside the U.S.  The conference ID is
4117044.  One should dial in at least five minutes prior to the
start of the call.

              Amendments to Primedia Credit Facility

On June 30, 2009, PRIMEDIA entered into an amendment to the Credit
Agreement, dated as of August 1, 2007, with the lenders
thereunder, The Bank of New York, as Syndication Agent, Lehman
Brothers Inc., Fifth Third Bank and Citicorp North America, Inc.,
as Co-Documentation Agents and Credit Suisse, Cayman Islands
Branch, N.A., as Administrative Agent.

Among other things, the Amendment gives the Company the right,
subject to the conditions set forth therein, to prepay or
otherwise acquire with or for cash, on either a pro rata or non-
pro rata basis, Term Loans of Banks who consent to such prepayment
or acquisition, at a discount to the par value of such Term Loans
at any time and from time to time on and after June 30, 2009, and
on or prior to the second anniversary of such date; provided that
the aggregate amounts expended by the Company in connection with
all prepayments or acquisitions shall not exceed $35 million.  All
Term Loans prepaid or acquired shall be retired and extinguished
and deemed paid effective upon such prepayment or acquisition.

The Amendment also memorializes the reduction of the Revolving
Loan Commitment of Lehman Commercial Paper Inc. to zero dollars
and, as a consequence thereof, the Total Revolving Loan Commitment
under the Credit Agreement has now been confirmed to have been
reduced by $12 million to $88 million.

The Company believed that the Total Loan Commitment under the
Credit Agreement had been effectively reduced by $12 million as a
result of bankruptcy proceedings related to Lehman Brothers
Holdings Inc., the parent company of Lehman Brothers Inc.  The
Revolving Loan Commitment for each other Bank remains unchanged
from each such Bank's Revolving Loan Commitment immediately prior
to such reduction.  Additionally, effective June 30, 2009, Lehman
Brothers Inc. ceased to be a Co-Documentation Agent under the
Credit Agreement.

On June 3, PRIMEDIA said the New York Stock Exchange had informed
the Company that it is in compliance with NYSE standards for
continued listing.

Headquartered in Atlanta, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.
operation, is a provider of advertising-supported consumer guides
for the apartment and new home industries.  Consumer Source
publishes and distributes more than 38 million guides such as
Apartment Guide and New Home Guide to approximately 60,000 U.S.
locations each year through its proprietary distribution network,
DistribuTech.  The Company also distributes category-specific
content on its leading Web sites, including
http://www.ApartmentGuide.com/,http://www.NewHomeGuide.com/and
http://www.Rentals.com/,a comprehensive single unit real estate
rental site.

At March 31, 2009, the Company had $270,228,000 in total assets
and $369,556,000 in total liabilities, resulting in $99,328,000
stockholders' deficiency.

As reported by the Troubled Company Reporter on June 30, 2009,
Standard & Poor's Rating Services lowered its corporate credit
rating on Norcross, Georgia-based PRIMEDIA Inc. to 'B+' from
'BB-', reflecting S&P's expectation of continued operating
weakness at the new homes and distribution segments in 2009, which
is more than offsetting relatively flat performance at the
apartment segment.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on PRIMEDIA's
secured debt to 'B+' (the same level as the corporate credit
rating) from 'BB-'.  The recovery rating of '3' remains unchanged,
reflecting S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.


PROTEIN SCIENCES: Wants Dismissal of Involuntary Chapter 7
----------------------------------------------------------
Protein Sciences Corp. has filed before the U.S. Bankruptcy Court
for the District of Delaware a motion to dismiss the involuntary
Chapter 7 liquidation petition filed against it on June 22.
According to Bill Rochelle, the Company says the petition was a
tactic by would-be purchasers whose acquisition offer was voted
down by Protein Sciences shareholders.

As reported by the Troubled Company Reporter on June 23, 2009,
creditors of Protein Sciences Corp. filed an involuntary Chapter 7
petition against the company before the U.S. Bankruptcy Court for
the District of Delaware (Case No. 09-12151).  The Creditors want
the company liquidated to satisfy claims.  A unit of Emergent
BioSolutions Inc. holds the bulk of the debt listed on the
petition at $11.5 million.

According to Bloomberg, Emergent, last May, agreed to acquire
"substantially all of the assets" of Protein Sciences after the
company was granted "fast-track" status by the Food and Drug
Administration for its FluBlok vaccine, according to a statement.
As part of the deal, Emergent would pay $28 million in cash and
take on Protein Science's debt, a 5-year note worth $20 million
that could be converted to Emergent stock at a price of $12.50 a
share, and as much $30 million more if FluBlok sales met certain
milestones.

Protein Sciences Corp. is a biopharmaceutical company that started
making a vaccine to protect humans against the H1N1 influenza
virus last week.  Protein Sciences said in a June 15 statement it
has started manufacturing "the first and only" vaccine, PanBlok,
that would be able to combat the virus.  The company said it would
be able to produce at least 100,000 doses of the vaccine a week.


PROVIDENT ROYALTIES: Court Appoints Roossien as Chapter 11 Trustee
------------------------------------------------------------------
The Hon. Sam A. Lindsey of the U.S. Bankruptcy Court for the
Northern District of Texas appointed Dennis L. Roossien, Jr.,
Esq., at Munsch Hardt Kopf & Harr P.C. in Dallas, Texas, as
Chapter 11 trustee to oversee the bankruptcy cases of Provident
Royalties and its debtor-affiliates at the behest of the Ad Hoc
Committee of Preferred Stockholders and the Official Committee of
Unsecured Creditors.

Mr. Roossien was named temporary receiver to marshal and preserve
the Debtors' assets.  Among other things, has can pursue any
actions to recover assets from the receivership estates from third
parties including Provident Asset Management.

Based on the evidence presented by the Securities and Exchange
Commission in a court action, the Debtors and their recent
management have acted fraudulently or dishonestly, and have
grossly mismanaged their assets and the investments entrusted to
the Debtors by the preferred stockholders and presumably by the
common stockholders as well, according to Jason B. Binford, Esq.,
counsel of the Ad Hoc Committee.

Gardere Wynne Sewell LLP represents the Committee.

                     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 Company listed between
$100 million and $500 million each in assets and debts.


PUEBLO BUILDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pueblo Building Materials, Inc.
        25446 San Fernando Road
        Santa Clarita, CA 91350

Bankruptcy Case No.: 09-18804

Chapter 11 Petition Date: July 16, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Michael Jay Berger, Esq.
            9454 Wilshire Blvd 6th Flr
            Beverly Hills, CA 90212-2929
            Tel: (310) 271-6223
            Fax: (310) 271-9805
            Email: michael.berger@bankruptcypower.com

Estimated Assets: $50,000 to $100,000

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/cacb09-18804.pdf

The petition was signed by Jose Manuel Maldonado, president of the
Company.


QIMONDA NA: U.S. Trustee Opposes Pre-Approved Break-up Fees
-----------------------------------------------------------
Qimonda Richmond, LLC, et al., filed on July 2, 2009, a motion for
the approval of standardized bid protection procedures, which
includes the awarding of break-up fees and payment of expense
reimbursements, and bid procedures in connection with the
anticipated multiple offers for the purchase of their assets.

Specifically, the Debtors propose the following procedures:

a. After the Debtors determine to designate a potential bidder as
   the stalking horse bidder for certain assets, the Debtors will
   consult with the Committee's professionals regarding such
   designation and any bidding protections requested in such bid.

b. Thereafter, the Debtors will file with the Court a notice of
   entry into a stalking horse agreement.

c. The stalking horse notice will be served by overnight mail
   and/or email on: (i) the Office of the U. S. Trustee for the
   District of Delaware; (ii) counsel to the Committee; (iii)
   counsel to the agent for the post-petition lenders; (iv)
   counsel to the QAG administrator; and (v) any parties
   requesting notice pursuant to Bankruptcy Rule 2002.

d. If no objections to the stalking horse notice are filed with
   the Court within three business days of the filing and service
   of the stalking horse notice, the Debtors will submit the
   bidding protection order under a certificate of no objection
   for the Court's consideration.

e. If a timely objection is received, the Debtors will schedule
   an expedited hearing with the Court for approval of the
   bidding protection order; provided, that such hearing will
   occur on at least one business day's notice.

After entry of a bidding protection order, the Debtors will file a
motion with the Court seeking approval of the stalking horse
agreement and the sale of the applicable assets to the stalking
horse bidder or the successful bidder at the auction pursuant to
Section 363 of the Bankruptcy Code on notice to the Notice Parties
and all entities known to have expressed a bona fide interest in
acquiring the assets related to such stalking horse agreement.

A hearing on the motion is scheduled for July 21, 2009, at
11:30 a.m.

                      U.S. Trustee Objects

Roberta A. DeAngelis, acting United States Trustee for Region 3,
objects to the approval of the Debtors' motion on the ground that
the allowance or award of inchoate or potential "break-up" fees
runs afoul of the Third Circuit's ruling in Calpine Corp. v.
O'Brien Envtl. Energy, Inc. (In re O'Brien Envtl. Energy, Inc.),
181 F.3d 527, 535 (3d Cir. 1999).

According to the U.S. Trustee, in O'Brien, the Third Circuit held
that a break up fee is payable to a prospective only in the event
that a contemplated transaction is not consummated.  Thus, the
U.S. Trustee says, the pre-approval of break-up fees, whether they
be designated as bidding incentives or otherwise, may be allowed
as an administrative expense claim only after each sale is
properly noticed to parties-in-interest, there is an opportunity
for a hearing and the movant proves that, pursuant to Section
503(b)(1)(A), the administrative expense treatment for actual,
necessary costs and expenses of preserving the estate is
warranted.

In this case, the U.S. Trustee relates, there are various asset
sales contemplated and little, if any, information as to what is
being sold or how the potential bid protections are to be
determined let alone actually benefit the estate.

The U.S. Trustee further requests that the Debtors confirm that
there are no issues related to consumer privacy under Section
363(b)(1)2 of the Bankruptcy Code.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
at Richards Layton & Finger PA, has been tapped as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda listed more than
$1 billion each in assets and debts.

On June 15, 2009, QAG filed a petition for relief under Chapter 15
of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766).


QUANTUM CORP: To Hold Annual Shareholders' Meeting on August 19
---------------------------------------------------------------
Quantum Corporation will hold its annual shareholders' meeting on
August 19, 2009, at 8:00 A.M., PDT.  The meeting will be held at
the Corporate Headquarters, 1650 Technology Drive, in San Jose,
California.

The purposes of the Annual Meeting are:

   -- To elect nine directors recommended by the Board to serve
      until the next Annual Meeting of Stockholders or until their
      successors are elected and duly qualified;

   -- To ratify the appointment of PricewaterhouseCoopers LLP as
      the independent registered public accounting firm of the
      Company for the fiscal year ending March 31, 2010;

   -- Provided that the Company has not effected a reverse stock
      split before August 19, 2009, to reauthorize the Company's
      Board of Directors to select and file one of several
      possible amendments to the Company's amended and restated
      certificate of incorporation which would effect a reverse
      stock split, pursuant to which any whole number of
      outstanding shares of the Company's common stock between and
      including three and 12 would be combined into one share of
      such stock; and

   -- To transact such other business as may properly come before
      the meeting or any adjournment or postponement.

On June 29, 2009, Quantum entered into a Supplemental Senior
Subordinated Term Loan Agreement, by and between the Company and
EMC International Company, providing for up to $49.6 million of
loans available in two tranches with identical terms except for
their maturity date.  On July 1, 2009, the Company borrowed
amounts available under both tranches of the Term Loan Agreement
-- $24.6 million under Tranche A and $21.7 million under Tranche
B, an aggregate loan amount of $46.3 million.

The proceeds of the EMC Loans were used to finance the purchase of
$50.7 million in aggregate principal amount of its 4.375%
Convertible Subordinated Notes due 2010 pursuant to a note
purchase agreement between the Company and Tennenbaum Multi-
Strategy Master Fund, a Cayman Islands partnership trust.

Borrowings under the Term Loan Agreement are unsecured and not
guaranteed by any other entities.  Because the loans under the
Term Loan Agreement were available in a single draw only, the
Company may not make additional borrowings under the Term Loan
Agreement.

The EMC Loans outstanding under the Term Loan Agreement will
mature on the earlier of (i) September 30, 2014, in the case of
the Tranche A borrowings, and December 31, 2011, in the case of
the Tranche B borrowings and (ii) in the case of either tranche of
EMC Loans, if the Company replaces, refunds or refinances its
existing senior secured credit agreement -- or enters into any
amendment or restatement having the effect of any of the foregoing
-- or repays in full all amounts outstanding under the Company's
existing senior secured credit agreement, the later of one day
after the date of any such occurrence or August 1, 2010; provided
that if the EMC Loans mature because the Company repaid in full
with cash on hand all amounts outstanding under its existing
senior secured credit agreement, the Company will have the option
to refinance the EMC Loans with senior secured loans or notes
issued by the Company in exchange for the EMC Loans, on terms
substantially the same as the EMC Loans -- with the Tranche A
secured loans issued in exchange having a maturity date of
September 30, 2014, and the Tranche B secured loans issued in
exchange having a maturity date of December 31, 2011 -- but with
security, covenants and events of default substantially the same
as those contained in its existing senior secured credit
agreement.  The EMC Loans will bear interest at 12% per annum,
payable quarterly in arrears.

                      Note Purchase Agreement

On June 26, 2009, the Company entered into a Note Purchase
Agreement by and between the Company and the Seller, providing for
the purchase by the Company of $50.7 million in aggregate
principal amount of Notes from the Seller at a price of $950.00
per $1,000.00 principal amount of Notes, an aggregate purchase
price of $48.2 million, plus any accrued and unpaid interest on
the Notes.  On July 1, 2009, the Company purchased for
cancellation $50.7 million in aggregate principal amount of Notes
pursuant to the Note Purchase Agreement.

                        About Quantum Corp

Headquartered in San Jose, California, Quantum Corporation --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive solutions.  The Company provides an
integrated range of disk, tape and software solutions.  Quantum's
solutions are all designed to provide information technology (IT)
departments in a variety of organizations with tools for
protecting, retaining and accessing their digital assets.  The
Company sells its products via its branded channels and through
original equipment manufacturers (OEMs), such as Dell, Inc.,
Hewlett-Packard Company, International Business Machines
Corporation and Sun Microsystems, Inc., Quantum divides its
products into three categories: tape automation systems; disk-
based backup systems and data management software, and devices and
media.  The devices and media category includes removable disk
drives, standalone tape drives and media products.  The Company
works with a network of value-added resellers, OEMs and other
suppliers to meet customers' data protection need.

Quantum Corporation had $549,369,000 in total assets; and
$215,730,000 in total current liabilities and $453,598,000 in
total long-term liabilities, resulting in $119,959,000 in
stockholders' deficit as of March 31, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


QUEBECOR WORLD: Makes Post-Confirmation Plan Amendments
-------------------------------------------------------
Quebecor World (USA), Inc., and its debtor affiliates seek
authority from the United States Bankruptcy Court for the
Southern District of New York to make post-confirmation
modifications to the Third Amended Joint Plan of Reorganization
pursuant to Section 1127 of the Bankruptcy Code.

The Debtors seek to modify the Plan to, among others, incorporate
the terms of the settlement entered into among the Debtors,
Societe Generale (Canada), the SocGen Litigation Steering
Committee, and consented to by the Official Committee of
Unsecured Creditors, the Ad Hoc Group of Noteholders and the
Syndicate Committee.  The settlement is in resolution of the
adversary proceeding commenced by the Creditors' Committee
against SocGen.

Moreover, the Debtors ask the Court to (a) find that the Plan
modifications comply with Section 1127(b) having been consented
to by SocGen and all holders of Class 4 Claims that voted to
accept the Plan, and, therefore, do not require resolicitation,
and (b) confirm the Plan, as modified.

Michael J. Canning, Esq., at Arnold & Porter, LLP, in New York,
asserts that it is critically important for the Debtors to
maintain the timeline for confirmation of the Plan to preserve
the value of their estates as going concern and to consummate the
Plan consistent with the DIP Facility's July 21, 2009,
termination date.  Because the SocGen Compromise was not agreed
upon until immediately prior to the commencement of the
Confirmation Hearing, the Debtors, in consultation with the
Creditors' Committee, the Ad Hoc Group of Noteholders and the
Syndicate Committee, determined that it was in the best interests
of the Debtors and their creditors not to delay confirmation of
the Plan, but to proceed with confirmation of the Plan with the
understanding that the Plan subsequently would be modified to
incorporate the terms of the SocGen Compromise.

The modifications to the Plan required to implement the SocGen
Compromise do not affect the recoveries of any creditors other
than the amount of consideration to be distributed to holders of
Allowed SocGen Claims and holders of Allowed Class 4 Claims, as
required by the Plan, Mr. Canning assures the Court.

Mr. Canning also notes that the Disclosure Statement explaining
the Plan describes parameters of a potential settlement of the
SocGen Adversary Proceeding and the process by which the Debtors
could modify the Plan to implement the terms of the settlement
without the necessity of re-soliciting votes on the Plan.

                       Plan Modifications

These are the substantive modifications to the Plan required to
implement the SocGen Compromise:

A. Definitions

  * The definition of "Class 1 Reserve" will be deleted from the
    Plan because the concept of creating a reserve pending final
    resolution of the SocGen Adversary Proceeding is no longer
    necessary.

  * "Class 4 Securities Distribution" means the aggregate of (a)
    18,067,896 -- instead of 16,473,629 -- shares of New Common
    Stock, and (b) 10,723,019 -- instead of 9,310,214 -- Warrant
    Bundles, in each case, after giving effect to the Syndicate
    Compromise and the SocGen Compromise, reduced by any New
    Common Stock and Warrant Bundles distributable to the
    holders of unsecured claims under the Canadian Plan.

  * The definition of "Released Parties" will be revised to
    include the "SocGen Released Parties," in accordance with
    the terms of the SocGen Compromise.

B. Treatment of Claims and Interests

  * Article 4.1(b) of the Plan, governing the treatment of the
    SocGen Claims will be modified.  The treatment of Allowed
    SocGen Claims pursuant to modified Article 4.1(b) of the
    Plan will be substantially similar to the treatment of
    Allowed Syndicate Claims under Article 4.1(a) of the Plan.

  * Article 6.17 of the Plan will be modified to include a
    description of the SocGen Compromise in connection with
    describing the means for implementation of the Plan.  In
    addition to describing the distribution of the SocGen
    Compromise Amount to holders of Allowed Class 4 Claims,
    modified Article 6.17 also provides for the dismissal of the
    SocGen Adversary Proceeding and for the related release by
    the Debtors of the SocGen Released Parties for and from any
    claims or Causes of Action existing as of the Effective
    Date.

C. Releases

    * In connection with and as consideration for the SocGen
      Compromise, the Debtors propose to modify the Plan to
      include the SocGen Released Parties as beneficiaries of
      certain of the Plan's release and exculpation provisions.

In addition to these modifications, the Debtors propose to make a
number of additional, minor conforming changes to other
provisions of the Plan.

In line with the proposed Plan modifications, the Debtors
submitted to the Court a blacklined copy of the Plan available
for free at http://ResearchArchives.com/t/s?3f28

Mr. Canning avers that the SocGen Compromise is an important
component to consummation of the Plan.  The Debtors believe that
the SocGen Compromise eliminates uncertainty attendant to the
ongoing litigation of the SocGen Adversary Proceeding, and the
resolution of the SocGen Claims and the recovery of holders of
Class 4 Claims.  The modifications to the Plan are narrowly
tailored to implement the terms of the SocGen Compromise, without
impacting the rights of any parties other than those that have
consented to the SocGen Compromise.  Mr. Canning adds that the
Plan, as modified, will continue to meet all of the requirements
of the Bankruptcy Code, and the modifications to the Plan are
permissible under Section 1127(b).

In a declaration filed with the Court, Mr. Canning avers that the
Motion is an important component to consummation of the Plan and
it is imperative that the Debtors be afforded the opportunity to
present the Emergency Motion for the Court's consideration at the
earliest possible time, as the modifications to the Plan detailed
in the Motion cannot be effected without an order of the Court.

The Court will convene a hearing to consider the Motion on
July 16, 2009, at 3:30 p.m. (Eastern Time).

           Debtors File Supplemental Plan Exhibits

On July 15, 2009, the Debtors delivered to the Court further
supplements to their Third Amended Plan to identify:

  (a) additional agreements subject to assumption, rejection or
      assignment pursuant to the Disclosure Statement Order and
      the Plan that were not identified on the Exhibits filed on
      June 9, 2009, or the Supplemental Exhibits filed on
      June 30, 2009; and

  (b) agreements that were identified on the Exhibits filed on
      June 9, 2009, or the Supplemental Exhibits filed on
      June 30, 2009, where information concerning their
      assumption, assignment or rejection has been modified or
      corrected; and

  (c) agreements that were identified on either the Assumption
      Exhibit or Rejection Exhibit but have been moved from one
      Exhibit to another; or removed from the Exhibits
      altogether.

Copies of the Second Supplements are available for free at

  * Schedule of Assumed Executory Contracts and Unexpired Leases
    at http://bankrupt.com/misc/QWI_USPlan_2ndSuppEx7-1.pdf

  * Schedule of Rejected Executory Contracts and Unexpired
    at http://bankrupt.com/misc/QWI_USPlan_2ndSuppEx7-5.pdf

               Five Parties Object to Cure Amounts

Five parties object to the proposed cure amounts of the executory
contracts and unexpired leases to be assumed by the Debtors under
the Third Amended Plan:

                                 Proposed        Correct
Party                         Cure Amount     Cure Amount
-----                         -----------     -----------
GATX Corporation                $410,759        $475,379
AT&T Corp.                      $107,127        $182,696
SBC Global Services, Inc.        $33,108        $178,621
Bell South                       $26,463        $121,842
Columbia Gas of Ohio              $4,753         $17,374

The Objectors ask the Court to require the Debtors to pay the
exact cure amounts for the Debtors to fully cure the outstanding
obligations they owed.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

In mid-2009, Judge James Peck of the United States Bankruptcy
Court for the Southern District of New York and the Honorable
Judge Robert Mongeon of the Quebec Superior Court of Justice, in a
joint hearing, approved the plan of compromise filed by Quebecor
World Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Stipulations Taxing Authorities
-----------------------------------------------
To resolve several taxing authorities' objections to the Third
Amended Joint Plan of Reorganization, Quebecor World (USA) Inc.
entered into separate stipulations with each of:

  -- the Virginia Department of Taxation,
  -- the State of Arizona Department of Revenue,
  -- the State of Louisiana Department of Revenue,
  -- the New York State Department of Taxation and Finance, and
  -- the Texas Comptroller of Public Accounts.

Pursuant to the stipulation, the Debtors will remit all tax
returns for all periods, both prepetition and postpetition for
which returns are required to be filed within 90 days, and pay
the taxes as are due and owing to each of the Taxing Authorities
for the periods following both the Petition Date and the Plan
confirmation date in the ordinary course of business and to the
extent required by applicable law.

The Debtors will modify the Plan to provide that Allowed Priority
Tax Claims that are entitled to treatment as priority unsecured
claims pursuant to Sections 507(a)(8) and 1129(a)(9)(C) of the
Bankruptcy Code will accrue interest at the applicable statutory
rate, commencing on the Plan's Effective Date, without regard to
the date that the claim is finally determined to be an Allowed
Priority Tax Claim pursuant to the Plan.  Tax Claims that
have been filed by the Taxing Authorities will be entitled to the
treatment under the Plan, with interest to accrue at to the
Taxing Authorities' statutory rates, to the extent that the
claims are determined to be Allowed Priority Tax Claims.

The ability of the Taxing Authorities to file amendments to the
Claims, including amendments to revise the amount of the claims,
will be preserved following the Plan's Effective Date, without
prejudice to the Debtors' right to object to the Claims on any
grounds other than the timeliness of amendments to the Claims.

The Taxing Authorities' objections to the Plan will be withdrawn
with prejudice.

Accordingly, the Debtors ask the Court to approve the
stipulations.


                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

In mid-2009, Judge James Peck of the United States Bankruptcy
Court for the Southern District of New York and the Honorable
Judge Robert Mongeon of the Quebec Superior Court of Justice, in a
joint hearing, approved the plan of compromise filed by Quebecor
World Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: To Issue $75 Mil. 10% Sr. Notes Pursuant to Plan
----------------------------------------------------------------
Quebecor World Capital Corporation, disclosed in a filing with
the United States Securities and Exchange Commission, that it
will issue 10% Senior Guaranteed Notes due 2013 with a principal
amount of $75,000,000, pursuant to the terms of the Debtors'
Joint Plan of Reorganization.

According to David McCarthy, president of QWCC, the issuance of
the Notes is exempt from registration under the Securities Act of
1933, as amended, pursuant to the exemption provided by Section
1145(a)(1) of the Bankruptcy Code.  To the extent that the
solicitation constitutes an offer of new securities not exempt
from registration under Section 1145(a)(1), QWCC is also relying
on the exemption from Securities Act registration provided by
Section 4(2) of the Securities Act and Regulation D.

Mr. McCarthy says the Plan contemplates the restructuring of the
outstanding debt of QWCC, QWCC's corporate parent company,
Quebecor World Inc., and certain other subsidiaries of QWI, in
part through the issuance by QWCC of the Notes.

The Notes:

  -- mature as to principal and interest on the fourth
     anniversary of the date the Notes are issued;

  -- bear interest payable at 10% per annum in cash or 13% per
     annum in kind, at the option of QWCC and subject to the
     terms of certain senior indebtedness of QWI to be incurred
     on the Effective Date, until payment of the principal
     amount will have been duly provided for;

  -- will be guaranteed as to payment of principal and interest
     by QWI; and

  -- may be redeemed, at QWCC's option, in whole or in part, at
     any time and from time to time at the redemption prices if
     redeemed during the twelve-month period commencing on the
     first anniversary of the Issue Date and each of these
     anniversary year:

         Year         Percentage
         ----         ----------
         2010            105%
         2011            103%
         2012            101%

These are the capital stock and debt securities of QWCC on a
consolidated basis as of June 30, 2009:

  Title of Class        Amount Authorized     Amount Outstanding
  --------------        -----------------     ------------------
  Common Stock, par           3,000                  1,000
  value $1.00
  per share

  4.875% Senior            $200,000,000          $200,000,000
  Notes due 2008        (principal amount)    (principal amount)

  6.125% Senior            $400,000,000          $400,000,000
  Notes due 2013        (principal amount)    (principal amount)

  6.50% Guaranteed         $150,000,000           $3,200,000
  Debentures due        (principal amount)    (principal amount)
  2027

As part of the Confirmation of the Plan, QWI will be renamed to
Novink Corp., QWCC will be renamed to Novink (USA) Corp., and
QWUSA will be renamed to Novink Printing (USA) Corp.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

In mid-2009, Judge James Peck of the United States Bankruptcy
Court for the Southern District of New York and the Honorable
Judge Robert Mongeon of the Quebec Superior Court of Justice, in a
joint hearing, approved the plan of compromise filed by Quebecor
World Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: To Postpone Shareholders Meeting to May 2010
------------------------------------------------------------
Quebecor World, Inc., asks the Quebec Superior Court of Justice to
postpone the Company's annual meeting of shareholders until
May 17, 2010.

The Canadian Court previously allowed QWI to hold its Annual
Shareholders' Meeting on or before September 30, 2009.

Ernst & Young Inc., the Monitor of Quebecor World's proceeding
under the Canadian Companies' Creditors Arrangement Act, relates
that QWI applied to the Canadian Court pursuant to Sections 9 and
10 of the Canada Business Corporations Act to convene and hold an
annual meeting of shareholders within the delay referred to in
Subsection 133(1) of the CBCA.  The Monitor says that on
February 19, 2008, and February 26, 2009, QWI was relieved of the
obligation to convene and hold an AMS, and was directed to
convene and hold the Meeting within three months after the
implementation of the Second Amended and Restated Canadian Plan
of Reorganization and Compromise.

The Monitor avers that the Canadian Plan provides that upon
implementation, the board of directors of QWI will resign, and
that a new board of directors will be formed of persons chosen by
a search committee, established by and on behalf of QWI's
creditors.

According to the Monitor, considering the terms of the U.S.
Debtors' Third Amended Joint Plan of Reorganization and the
Canadian Plan, the appointment of a new board of directors by a
selection committee, the fact that the financial information that
would be made available to the shareholders in the event an AMS
was held within three months from the implementation of the
Canadian Plan has already have been made publicly available, QWI
believes that it would be appropriated to further delay the
obligation to hold a shareholders' meeting until May 17, 2010.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

In mid-2009, Judge James Peck of the United States Bankruptcy
Court for the Southern District of New York and the Honorable
Judge Robert Mongeon of the Quebec Superior Court of Justice, in a
joint hearing, approved the plan of compromise filed by Quebecor
World Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


RATHGIBSON INC: Court Sets Deadlines for Proof of Claim Filing
--------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
District of Delaware said that creditors of RathGibson Inc. and
its debtor-affiliates to file proofs of claim 35 days after the
Debtors file their schedules of assets and debts, and statement of
financial affairs.

Judge Sontchi set January 11, 2010, as deadline for any
governmental units to file proofs of claim.

                          About RathGibson

Based in Lincolnshire, Illinois, RathGibson --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  The petition says that Rathgibson has assets and debts
of $100 million to $500 million.

Attorneys at Stroock & Stroock & Lavan LLP and Richards, Layton &
Finger P.A., represent an ad hoc committee of certain holders of
Senior Notes.  Scott Welkis, Esq., at Stroock & Stroock & Lavan
also represents Wilmington Trust FSB, as administrative agent.


RATHGIBSON INC: Wants Court Approval to Employ Professionals
------------------------------------------------------------
RathGibson Inc. and its debtor-affiliates ask the Hon. Christopher
S. Sontchi of the U.S. Bankruptcy Court for District of Delaware
for authority to employ professionals to assist them in their
restructuring efforts, including:

   * Willkie Farr & Gallagher LLP as co-counsel;

   * Kelley Drye & Warren LLP as special corporate counsel;

   * Jefferies and Company Inc. as financial advisor and
     investment banker;

   * Mesirow Financial Consulting, LLC as financial advisors; and

   * The Garden City Group Inc. as claims and noticing agent.

The firm's professionals and their hourly rates are:

     Firm Name          Designation   Hourly Rates
     ---------          -----------   ------------
     Wilkie Farr        Attorney      $465-$995
     Mesirow Financial  Director      $700-$750
     Kelley Drye        Partners      $550-$875

Jefferies and Company will be paid $150,000 per month and Garden
City will be paid in accordance to the bankruptcy administration
agreement.

The Debtors assure the Court that the firms do hold any interest
adverse to their estate and creditors, and is a "disinterested
person as defined in Section 101(14) of the Bankruptcy Code.

                          About RathGibson

Based in Lincolnshire, Illinois, RathGibson --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  The petition says that Rathgibson has assets and debts
of $100 million to $500 million.

Attorneys at Stroock & Stroock & Lavan LLP and Richards, Layton &
Finger P.A., represent an ad hoc committee of certain holders of
Senior Notes.  Scott Welkis, Esq., at Stroock & Stroock & Lavan
also represents Wilmington Trust FSB, as administrative agent.


RATHGIBSON INC: Sec. 341(a) Meeting of Creditors on Aug. 20
-----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of RathGibson Inc. and its debtor-affiliates on Aug. 20, 2009, at
2:00 p.m., J. Caleb Boggs Federal Building, Room 2112 in
Wilmington Delaware.

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

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

                          About RathGibson

Based in Lincolnshire, Illinois, RathGibson --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  The petition says that Rathgibson has assets and debts
of $100 million to $500 million.

Attorneys at Stroock & Stroock & Lavan LLP and Richards, Layton &
Finger P.A., represent an ad hoc committee of certain holders of
Senior Notes.  Scott Welkis, Esq., at Stroock & Stroock & Lavan
also represents Wilmington Trust FSB, as administrative agent.


REGAL ENTERTAINMENT: Sells $400MM of 2019 Notes to Credit Suisse
----------------------------------------------------------------
Regal Entertainment Group, Regal Cinemas Corporation, an indirect
wholly owned subsidiary of the Company, and certain subsidiaries
of Regal Cinemas named as guarantors, on July 9, 2009, entered
into a Purchase Agreement with Credit Suisse Securities (USA) LLC,
as the representative of the initial purchasers, with respect to
Regal Cinemas' issuance and sale of $400.0 million in aggregate
principal amount of 8.625% Senior Notes due 2019.

The net proceeds from the offering, after deducting the Initial
Purchasers' discount and the estimated offering expenses payable
by the Company, were approximately $381.3 million.  The Company
intends to use all of the net proceeds of the offering to repay a
portion of its existing credit facility.

The $400.0 million in aggregate principal amount of the Notes were
sold to the Initial Purchasers at a price equal to 97.561% of
their face value.  The Notes are to be resold by the Initial
Purchasers pursuant to Rule 144A and Regulation S of the
Securities Act of 1933, as amended.  The Notes are governed by an
indenture, dated as of July 15, 2009, between Regal Cinemas, the
Company and certain subsidiaries of Regal Cinemas named as
guarantors, and U.S. Bank National Association, as trustee.

The Notes will bear interest at a rate of 8.625% per year, payable
semiannually in arrears in cash on July 15 and January 15 of each
year, commencing on January 15, 2010.  The Notes will mature on
July 15, 2019.

The Notes will be Regal Cinemas' general senior unsecured
obligations and they will: (i) rank equally in right of payment
with all of Regal Cinemas' existing and future senior unsecured
indebtedness; (ii) rank senior in right of payment to all of Regal
Cinemas' existing and future subordinated indebtedness, including
its existing 9-3/8% senior subordinated notes due 2012; (iii) be
effectively subordinated to all of Regal Cinemas' existing and
future secured indebtedness, including all borrowings under the
existing credit facility, to the extent of the value of the
collateral securing such indebtedness; and (iv) be structurally
subordinated to all existing and future indebtedness and other
liabilities of any of Regal Cinemas' subsidiaries that is not a
guarantor of the Notes.

The Notes will be fully and unconditionally guaranteed on a joint
and several senior unsecured basis by the Company and all of Regal
Cinema's existing and future domestic restricted subsidiaries that
guarantee its other indebtedness.  The Guarantees will be the
Guarantors' general senior unsecured obligations and they will:
(i) rank equally in right of payment with all of the Guarantors'
existing and future senior unsecured indebtedness, including the
Company's 6-1/4% convertible senior notes due 2011; (ii) rank
senior in right of payment to all of the Guarantors' existing and
future subordinated indebtedness, including the guarantees of
Regal Cinema's existing 9-3/8% senior subordinated notes due 2012;
(iii) be effectively subordinated to all of the Guarantors'
existing and future secured indebtedness, including the guarantees
under the existing credit facility, to the extent of the value of
the collateral securing such indebtedness; and (iv) be
structurally subordinated to all existing and future indebtedness
and other liabilities of any of the Guarantors' subsidiaries that
is not a guarantor of the Notes.

Prior to July 15, 2014, Regal Cinema may redeem all or any part of
the Notes at its option at 100% of the principal amount plus a
make-whole premium.  Regal Cinema may redeem the Notes in whole or
in part at any time on or after July 15, 2014, at the redemption
prices: (i) during 2014, 104.313%, (ii) during 2015, 102.875%,
(iii) during 2016, 101.438% and (iv) 2017 and thereafter,
100.000%, of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date.  In addition, prior to
July 15, 2012, Regal Cinema may redeem up to 35% of the original
aggregate principal amount of Notes from the net proceeds of
certain equity offerings at a redemption price of 108.625% of
principal amount thereof, plus accrued and unpaid interest, if
any, to the redemption date.

If Regal Cinema undergoes a change of control, holders may require
Regal Cinema to repurchase all or a portion of their Notes at a
price equal to 101% of the principal amount of the Notes being
repurchased, plus accrued and unpaid interest, if any, to the
repurchase date.

The Indenture contains covenants that limit Regal Cinema's -- and
its restricted subsidiaries' -- ability to, among other things:
(i) incur additional indebtedness; (ii) pay dividends on or make
other distributions in respect of its capital stock, purchase or
redeem capital stock, or purchase, redeem or otherwise acquire or
retire certain subordinated obligations; (iii) enter into certain
transactions with affiliates; (iv) permit, directly or indirectly,
it to create, incur, or suffer to exist any lien, except in
certain circumstances; (v) create or permit encumbrances or
restrictions on its ability to pay dividends or make distributions
on its capital stock, make loans or advances to its subsidiaries
(or Regal Cinema), or transfer any properties or assets to its
subsidiaries (or Regal Cinema); and (vi) merge or consolidate with
other companies or transfer all or substantially all of its
assets.  The Indenture also requires any of Regal Cinema's
subsidiaries guaranteeing certain indebtedness of Regal Cinema or
any Guarantor after the Notes are issued to execute a supplemental
indenture by which it guarantees payment of principal and interest
on the Notes on a senior unsecured basis.  Note, however, that
these covenants are subject to a number of important limitations
and exceptions.  The Indenture contains other customary terms,
including, but not limited to, events of default, which, if any of
them occurs, would permit or require the principal, premium, if
any, interest and any other monetary obligations on all the then
outstanding Notes to be due and payable immediately.

The Purchase Agreement includes customary representations,
warranties and covenants.  Under the terms of the Purchase
Agreement, the Issuer, the Company and the guarantors party
thereto have agreed to indemnify the Initial Purchasers against
certain liabilities.

The purchasers are:

                                             Principal
                                             Amount of
                                             Offered
     Purchasers                              Securities
     ----------                              ----------
Credit Suisse Securities (USA) LLC         $157,580,000
Deutsche Bank Securities Inc.                96,970,000
J.P. Morgan Securities Inc.                  77,580,000
Banc of America Securities LLC               48,480,000
Barclays Capital Inc.                        19,390,000
                                           ------------
        Total                              $400,000,000

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
and J.P. Morgan Securities Inc. serve as Book-Runners.  Banc of
America Securities LLC and Barclays Capital Inc. serve as Co-
Managers.

The Purchase Agreement notes that as of April 2, 2009, Regal
Cinemas' subsidiaries that are not guarantors would have accounted
for roughly $265.4 million, or 9.4%, of REG's total revenues for
the 52 weeks ended April 2, 2009, roughly $229.3 million, or 8.9%,
of REG's total assets and roughly $143.5 million, or 5.1%, of
REG's total liabilities.  The Consolidated EBITDA basket in the
Restricted Payments Covenant will be calculated for the period
starting on March 28, 2009 instead of March 28, 2008.

                   Registration Rights Agreement

On July 15, 2009, in connection with the sale of the Notes, Regal
Cinemas and the Guarantors entered into a registration rights
agreement with the Initial Purchasers of the Notes.

Under the Registration Rights Agreement, Regal Cinemas has agreed
to consummate an exchange offer pursuant to an effective
registration statement filed with the Securities and Exchange
Commission to allow purchasers of the Notes to exchange the Notes
for a new issue of substantially identical debt securities
registered under the Securities Act.  Further, under certain
circumstances described in the Registration Rights Agreement,
Regal Cinemas has agreed to file a shelf registration statement to
cover resales of the Exchange Notes.

Specifically, Regal Cinemas has agreed to file within 90 days
after July 15, 2009, the Exchange Offer Registration Statement,
use its reasonable best efforts to have declared effective the
Exchange Offer Registration Statement within 150 days after
July 15, 2009, and use its reasonable best efforts, subject to
applicable law, to consummate the exchange offer within 30
business days thereafter.  If Regal Cinemas fails to comply with
these time periods or with certain other obligations in the
Registration Rights Agreement, then the annual interest rate on
the Notes will increase by 0.25% per year for each subsequent 90-
day period during which the Registration Default continues, up to
a maximum additional interest rate of 0.50% per year over 8.625%
If the Registration Default is corrected, then the applicable
interest rate on such Notes will revert to 8.625%.

A full-text copy of the Purchase Agreement is available at no
charge at http://ResearchArchives.com/t/s?3f8d

A full-text copy of the Registration Rights Agreement is available
at no charge at http://ResearchArchives.com/t/s?3f8e

A full-text copy of the Indenture Agreement is available at no
charge at http://ResearchArchives.com/t/s?3f8f

                     About Regal Entertainment

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  The Company's theatre circuit, comprising
Regal Cinemas, United Artists Theatres and Edwards Theatres,
operates 6,782 screens in 549 locations in 39 states and the
District of Columbia.  Regal operates theatres in all of the top
33 and 44 of the top 50 U.S. designated market areas.

As of April 2, 2009, the Company had $2,563,000,000 in total
assets and $2,809,900,000 in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.

On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes.  The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility. In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.


RELIANCE INTERMEDIATE: S&P Rates $250 Million Notes at 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
recovery rating of '4' to Reliance Intermediate Holdings LP's
proposed issuance of 10-year US$250 million senior notes, due
2019.  A recovery rating of '4' indicates S&P's expectation of
average (30%-50%) recovery if a payment default occurs.  The
ratings and recovery are based on preliminary terms and conditions
and are subject to review once final documentation is received.

Standard & Poor's rates RIHLP's US$250 million senior notes 'BB-'.

                           Ratings List

                 Reliance Intermediate Holdings LP
                     Recovery rating assigned

      US$250 million senior notes                       BB-
      Recovery rating                                   4


RHODES COS: Court Approves Mediation With Creditors
---------------------------------------------------
Las Vegas Review-Journal reports that the Hon. Linda Riegle of the
U.S. Bankruptcy Court for the District of Nevada has approved an
agreement between The Rhodes Companies LLC and its creditors for
mediation.

The Rhodes, says Las Vegas Review-Journal, avoided a legal battle
on Friday when first lien creditors, the agent for the second lien
creditors, the unsecured creditors' committee, and others agreed
to mediation.  The report states that the agreement lets owner Jim
Rhodes to continue using cash for business operations until
August 28.  According to the report, parties signing the agreement
will go through up to three days of mediation over how to
reorganize the companies and won't file potentially competing
plans of reorganization until August 28.

Based in Nevada, The Rhodes Companies LLC is a private master
planned community developer and homebuilder in the Las Vegas
valley.  The company was founded in 1991.  The company and its
affiliates filed for Chapter 11 protection on March 31, 2009
(Bankr. D. Nev. Lead Case No. 09-14778).  Zachariah Larson, Esq.,
at Larson & Stephens, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both assets and debts between
$100 million and $500 million.


SAN FELICIANO: Files Schedules of Assets and Liabilities
--------------------------------------------------------
San Feliciano Holding Company, LLC, has filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------      -----------
  A. Real Property                $7,200,000
  B. Personal Property               $13,498
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,897,830
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $57,845
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $222,376
                                  ----------       ----------
          TOTAL                   $7,213,498       $4,178,051

A copy of San Feliciano's schedules of assets and liabilities is
available at http://bankrupt.com/misc/sanfeliciano.SAL.pdf

Based in Woodland Hills, Calif., San Feliciano Holding Company,
LLC, filed for Chapter 11 protection on June 1, 2009 (Bankr. C.D.
Calif. Case No. 09-16563).  Victor A. Sahn, Esq., and Alexandra
Kazhokin, at SulmeyerKupetz, serve as bankruptcy counsel.  When
the Debtor filed for protection from its creditors, it listed
between $10 million and $50 million each in assets and debts.


SAN FELICIANO: Taps SulmeyerKupetz as Bankruptcy Counsel
--------------------------------------------------------
San Feliciano Holding Company, LLC, asks the U.S. Bankruptcy Court
for the Central District of California permission to employ
SulmeyerKupetz as bankruptcy counsel.

As bankruptcy counsel, SulmeyerKupetz will:

  a) examine claims of creditors in order to determine their
     validity;

  b) give advice and counsel in connection with legal issues,
     including the use, sale or lease of property of the estate,
     etc.;

  c) negotiate with creditors holding secured and unsecured
     claims; and

  d) prepare and present a plan of reorganization and disclosure
     statement.

SulmeyerKupetz provided prepetition services to the Debtor prior
to the commencement of its bankruptcy filing.  SulmeyerKupetz
received $175,000 in funds on the petition date in connection with
the Debtor's bankruptcy filing from David Schwartzman.
SulmeyerKupetz also represents David Shwartzman in another Chapter
11 case filed with the Court on June 1, 2009 (Bankr. C.D. Calif.
09-16565).

Victor A. Sahn, a member at SulmeyerKupetz, assures the Court that
the firm does not represent any interest adverse to the Debtor or
its estate and is a "disineterested person" as that term is
defined n Section 101(14) of the Bankruptcy Code.

SulmeyerKupetz's professionals bill:

                                 Hourly Rate
                                 -----------
    Members and Senior Counsel    $475-$700
    Of Counsel                    $400-$425
    Associates                    $295-$375

San Feliciano Holding Company, LLC, is part of the real estate
development company that operates under the name DS Ventures, LLC.
DS Ventures is owned primarily by David Schwartzman.

Based in Woodland Hills, Calif., San Feliciano Holding Company,
LLC filed for Chapter 11 protection on June 1, 2009 (Bankr. C.D.
Calif. Case No. 09-16563).  Victor A. Sahn, Esq., and Alexandra
Kazhokin, at SulmeyerKupetz, serve as bankruptcy counsel.  When
the Debtor filed for protection from its creditors, it listed
between $10 million and $50 million each in assets and debts.


SBARRO INC: Moody's Affirms 'Ca' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed the Ca Corporate Family rating
and Probability of Default rating of Sbarro, Inc.  At the same
time, Moody's upgraded the company's 1st lien senior secured
ratings to Caa1 (LGD 2, 17%) from Caa2 (LGD 2, 21%).  Moody's also
affirmed the company's senior unsecured rating at C (LGD 5, 77%)
and SGL-4 speculative grade liquidity rating.  The outlook is
negative.

The upgrade of the 1st lien senior secured revolver and term loan
ratings to Caa1 reflects the establishment earlier this year of
its 2nd lien senior secured term loan.  This resulted in a higher
level of liabilities that are junior to these securities and
provides the 1st lien revolver and term loan lenders with a
greater level of support in a distressed situation.

Sbarro's Ca Corporate Family Rating reflects the company's
persistently high leverage and weak coverage, as well as Moody's
view that operating performance will continue to be negatively
impacted by weak consumer spending.  It also reflects significant
competition in the pizza segment of the restaurant industry, and
the high seasonality of cash flows.  "Sbarro's probability of
default remains high as persistently weak operating performance
continues to negatively impact debt protection measures and
liquidity", stated Bill Fahy, Senior Analyst.

The negative outlook reflects Moody's expectation that operating
performance and liquidity will continue to be negatively impacted
by weak consumer spending.  As a result, Moody's view Sbarro's
liquidity as weak and believe its ability to remain compliant with
its bank covenants is uncertain.  This may require the company to
pursue a covenant amendment or a more comprehensive financial
restructuring over the intermediate term.

Ratings upgraded are:

  -- $21.5 million senior secured revolver to Caa1 (LGD 2, 17%)
     from Caa2 (LGD 2, 21%)

  -- $183 million senior secured term loan to Caa1 (LGD 2, 17%)
     from Caa2 (LGD 2, 21%)

Ratings affirmed are:

  -- Corporate family rating at Ca
  -- Probability of default rating at Ca
  -- $150 million senior unsecured notes at C (LGD 5, 77%)
  -- Speculative Grade Liquidity rating at SGL-4

The rating outlook is negative.

Moody's last rating action for Sbarro occurred on February 12,
2009, when the company's CFR was lowered to Ca from Caa2.

Sbarro, Inc., headquartered in Melville, New York, is a leading
quick service restaurant concept that serves Italian specialty
foods.  Annual revenues are $356 million.


SAN FELICIANO: Section 341(a) Meeting Set for August 11
-------------------------------------------------------
The first meeting of creditors in San Feliciano Holding Company,
LLC's bankruptcy case will be held on August 11, 2009, at
10:00 a.m., at Room 10, 21051 Warner Center Lane, in Woodland
Hills, CA 91367.

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 officer of the
Debtor under oath about the Debtor's financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Woodland Hills, Calif., San Feliciano Holding Company,
LLC, filed for Chapter 11 protection on June 1, 2009 (Bankr. C.D.
Calif. Case No. 09-16563).  Victor A. Sahn, Esq., and Alexandra
Kazhokin, at SulmeyerKupetz, serve as bankruptcy counsel.  When
the Debtor filed for protection from its creditors, it listed
between $10 million and $50 million each in assets and debts.


SAN PATRICIO: 7th Cir. Declines to Use Mootness to Dismiss Deal
---------------------------------------------------------------
Courts usually use the equitable mootness doctrine to dismiss an
appeal from plan confirmation if the creditor taking the appeal
didn't succeed in obtaining a stay of the confirmation order
pending appeal.

According to Bill Rochelle at Bloomberg News, the U.S. Court of
Appeals for Fifth Circuit in New Orleans put the brakes on the
idea of applying the doctrine of equitable mootness to dismiss
appeals not involving a confirmed Chapter 11 reorganization plan.

The Fifth Circuit appeals court declined to use the mootness
doctrine to dismiss an appeal from a settlement in a Chapter 7
case, even though the settlement was implemented and money was
distributed.

In the case of a settlement, the Court said money paid out "would
need to be repaid" if the settlement were set aside on appeal.  It
held that obtaining the return of money under a settlement "is not
of the same nature or magnitude as the undoing of a complicated
plan of reorganization."

The doctrine pronounced by the court would seem to apply
equally to settlements in Chapter 11 cases.

The case is Technology Lending Partners LLC v. San Patricio
County Community Action Agency (In re San Patricio County
Community Action Agency), 08-40517, U.S. Court of Appeals for
the Fifth Circuit (New Orleans).


SEAL CORP: Says 96.4% of Subscription Rights Were Exercised
-----------------------------------------------------------
Seal Corp. on July 13, 2009, announced the results of its rights
offering.

The Offering expired in accordance with its terms at 5:00 p.m.,
New York City time, on July 2, 2009.

Sealy Corp. has been informed by the subscription agent that
approximately 96.4% of the subscription rights were exercised for
approximately $170.8 million aggregate principal amount of the
Notes, which includes approximately $89.7 million by Sealy Holding
LLC, the Company's majority shareholder.

Sealy Corp. received oversubscription requests for $135,749,375
aggregate principal amount of Notes.  The approximately
$6.3 million aggregate principal amount available pursuant to the
oversubscriptions were allocated among those who properly
exercised their oversubscription privilege in accordance with the
proration procedures described in the prospectus supplement for
the rights offering for a total issuance by the Company of
$177,132,000 aggregate principal amount of Notes.

The closing of the rights offering and issuance of the Notes
occurred on July 10, 2009.  The Notes were approved for listing on
the New York Stock Exchange on July 13, 2009, and will begin
trading on the NYSE on July 17, 2009, under the symbol "ZZC".

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

At May 31, 2009, the Company had $1.0 billion in total assets;
$222.8 million in current liabilities, $836.6 million in long-term
obligations, net of current portion, $95.9 million in rights
liability for convertible notes, $69.1 million in other
liabilities, $6.7 million in deferred income tax liabilities; and
$230.4 million in shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sealy Corp. to 'B' from 'B+'.  At the same time, S&P
lowered the issue-level ratings on the company's senior secured
credit facilities to 'BB-', from 'BB', while maintaining the '1'
recovery rating.  S&P also lowered the issue-level rating on the
Company's senior subordinated notes to 'CCC+' from 'B+', and
revised the recovery rating on these notes to '6' (indicating the
likelihood of negligible [0%-10%] recovery in a payment default)
from '4'.  At the same time, Standard & Poor's assigned its 'BB-'
issue-level rating with a recovery rating of '1' (indicating the
likelihood of very high [90%-100%] recovery) to Sealy Mattress'
proposed seven-year $350 million senior secured notes due 2016,
and a 'B' issue-level rating with a recovery rating of '4'
(indicating the likelihood of average [30%-50%] recovery) to its
proposed $177 million senior secured convertible pay-in-kind notes
due 2016.  Sealy's proposed $100 million asset-based revolving
credit facility maturing in 2013 is not rated.

On May 18, the TCR said Moody's Investors Service assigned a Ba3
rating to Sealy's proposed senior secured notes.  At the same
time, Sealy's B2 corporate family rating and probability-of-
default rating was affirmed as was the Caa1 rating on the senior
subordinated notes and SGL 3 liquidity rating.  The ratings
outlook remains negative.


SEALY CORP: Inks Indenture Regarding Issuance of $177MM 2016 Notes
------------------------------------------------------------------
Sealy Corporation and Sealy Mattress Company -- as Co-Issuers --
on July 10, 2009, entered into an indenture, as amended and
supplemented by a supplemental indenture governing the issuance of
$177,132,000 in aggregate initial principal amount of 8% senior
secured third lien convertible notes due 2016 that were offered
and sold in connection with the consummation of Parent's rights
offering, where Parent distributed at no charge to the holders of
Parent common stock, par value $0.01 per share, transferable
subscription rights to purchase the Notes.

Summary of the terms of the Notes:

     -- General

        The Co-Issuers issued the Notes under the Indenture
        entered into among Parent, the Company, the guarantors
        party thereto, and The Bank of New York Mellon Trust
        Company, N.A., as trustee and collateral agent.

     -- Principal, maturity and interest

        The Notes have an initial aggregate principal amount of
        $177,132,000 and will mature on July 15, 2016.  Interest
        on the Notes will accrue at the rate of 8% per annum and
        will compound on a semi-annual basis on January 15 and
        July 15, commencing on July 15, 2009.  The Co-Issuers will
        not pay interest in cash on an interest payment date, but
        instead the principal amount of the Notes will be
        increased as of such interest payment date by an accretion
        amount equal to the interest payable for the interest
        period ending immediately prior to such interest payment
        date.

     -- All payments on the Notes, including principal and
        interest, are jointly and severally guaranteed on a senior
        secured basis by Sealy Mattress Corporation and all of the
        Company's existing wholly-owned domestic restricted
        Subsidiaries.

     -- Conversion rights

        Subject to Parent's right to terminate conversion rights
        in certain circumstances on or after July 15, 2012,
        holders may convert their Notes into shares of Common
        Stock (plus cash in lieu of fractional shares) at any time
        prior to the close of business on the business day
        immediately preceding the maturity date.  The Notes are
        convertible into shares of Common Stock at an initial
        conversion price of $1.00 per share.  The number of shares
        of Common Stock issuable upon conversion of any individual
        Note will increase on each interest payment date to
        reflect the accretion of interest on such Note for the
        immediately preceding interest period.  The conversion
        price in effect at any given time will be subject to
        adjustment as set forth in the Indenture.  In addition,
        following certain corporate transactions that occur prior
        to maturity, the Co-Issuers will decrease the conversion
        price for a holder that elects to convert its Notes in
        connection with such a corporate transaction in certain
        circumstances as described in the Indenture.

     -- Limitation of beneficial ownership

        No holder of the Notes (other than Kohlberg Kravis Roberts
        & Co. L.P., its affiliates and certain members of
        management) is permitted to receive shares upon conversion
        of the Notes to the extent such conversion will result in
        such holder becoming a "beneficial owner" under the
        securities laws by owning 5% or more of the shares of
        Common Stock.  In addition, no holder of more than 5% of
        Common Stock at May 27, 2009 (other than Kohlberg Kravis
        Roberts, its affiliates and certain members of management)
        may receive shares upon conversion of the Notes to the
        extent such conversion will result in such holder becoming
        a "beneficial owner," directly or indirectly, of more than
        an additional 1% of the shares of Common Stock upon
        conversion of the Notes.  The limitations on beneficial
        ownership will be terminated (i) upon 61 days' notice to
        Parent by any holder of Notes, solely with respect to the
        Notes beneficially owned by such holder, (ii) immediately
        upon delivery by Parent of notice of its election to
        terminate conversion rights to the extent permitted by the
        Indenture, (iii) immediately upon delivery by Parent of
        notice of a fundamental change (as defined in the
        Indenture) or (iv) on June 15, 2016.

     -- Termination of conversion rights

        On or after July 15, 2012, Parent may elect to terminate
        holders' conversion rights if (i) the closing sale price
        of the Common Stock equals or exceeds 250% of the
        conversion price then in effect for at least 20
        consecutive trading days ending on the trading day
        immediately preceding the date of the notice of
        termination of conversion rights and (ii) as of the date
        of the notice of termination of conversion rights, the
        ratio of Parent's net debt measured as of the end of the
        most recently ended fiscal quarter to Parent's EBITDA for
        the most recently ended four full fiscal quarters is less
        than 3.4 to 1.0.

     -- Collateral

        The Notes and the guarantees are secured by a third-
        priority lien (subject to certain exceptions and permitted
        liens) on the capital stock of the Company and all the
        tangible and intangible assets of the Company and the
        subsidiary guarantors including, without limitation, the
        capital stock of any subsidiary held by the Company or any
        subsidiary guarantor (but limited to 65% of the voting
        stock of any such first-tier subsidiary that is a foreign
        subsidiary).  The liens may be released in certain
        circumstances upon release of the liens securing the
        Company's new asset-based revolving credit facility
        maturing in 2013 or the Company's 10.875% senior secured
        notes due 2016.

     -- Ranking

        The Notes and the guarantees are the Co-Issuers' and the
        subsidiary guarantors' senior secured obligations.  The
        indebtedness evidenced by the Notes and the guarantees:

        * ranks senior in right of payment to any existing and
          future subordinated indebtedness, including the
          Company's existing senior subordinated notes (and any
          guarantees thereof by the subsidiary guarantors
          thereof);

        * ranks equally in right of payment with all of the Co-
          Issuers' and the subsidiary guarantors' existing and
          future senior indebtedness, including the First Lien
          Notes and amounts outstanding under the ABL Revolver,
          subject to the senior prior liens on the Collateral
          securing the First Lien Notes, the ABL Revolver and
          certain refinancings thereof;

        * is secured on a third-priority lien basis by the
          Collateral, subject to certain permitted liens under the
          Indenture;

        * ranks equally to the Co-Issuers' and the subsidiary
          guarantors' obligations under any other pari passu lien
          obligations incurred after the issue date to the extent
          of the value of the Collateral;

        * is effectively subordinated to obligations of the
          Co-Issuers' and the subsidiary guarantors' under the
          First Lien Notes and ABL Revolver and certain
          refinancings of such debt and any other debt incurred
          after the issue date that has a senior-priority security
          interest in the Collateral relative to the Notes, in
          each case, to the extent of the value of the Collateral;

        * is effectively senior to any unsecured indebtedness of
          the Co-Issuers and the subsidiary guarantors to the
          extent of the value of the Collateral remaining after
          the payment of indebtedness benefiting from prior liens;
          and

        * is structurally subordinated to all existing and future
          indebtedness and other liabilities and preferred stock
          of Parent or the Company's non-guarantor subsidiaries
          (other than indebtedness and liabilities owed to the
          Company or one of its guarantor subsidiaries).

        The Indenture permits additional indebtedness or other
        obligations to be secured by the Collateral (i) on a lien
        priority basis senior or pari passu with the Notes,
        subject to certain limitations; and (ii) on a junior
        priority basis relative to the Notes, without regard to
        any such limitations.

     -- No optional redemption

        The Notes may not be redeemed by the Co-Issuers prior to
        the maturity date.

     -- Repurchase upon fundamental change

        A holder may require the Co-Issuers to repurchase some or
        all of its Notes for cash upon the occurrence of a
        fundamental change (as defined in the Indenture) at a
        price equal to 100% of the principal amount of the Notes
        being repurchased, plus any accrued and unpaid interest
        to, but excluding, the fundamental change repurchase date.

     -- Make whole event

        If certain transactions that constitute a "make whole
        event" (as defined in the Indenture) occur on or prior to
        the maturity date, under certain circumstances, Parent
        will decrease the conversion price with respect to any
        conversion of Notes in connection with such transaction.
        The decrease in the conversion price will be determined
        based on the conversion date and the price paid per share
        of the Common Stock in such transaction.

     -- Anti-dilution adjustments

        The Indenture includes customary anti-dilution
        adjustments.

     -- Restrictive covenants and other matters

        The Indenture includes affirmative and negative covenants
        that, subject to a number of significant qualifications
        and exceptions, limit the Company's ability and the
        ability of its subsidiaries to, among other things:

        -- incur additional indebtedness or issue certain
           preferred shares;

        -- create liens on certain assets to secure debt;

        -- agree to any restrictions on the ability of restricted
           subsidiaries to make payments to the Company;

        -- consolidate, merge, sell or otherwise dispose of all or
           substantially all of their assets; and

        -- engage in transactions with affiliates.

The Notes include customary events of default, including among
other things payment defaults, covenant defaults, cross-defaults
to certain indebtedness, certain events of bankruptcy, material
judgments and actual or asserted failure of certain guarantees or
security interests to be in full force and effect.  If an event of
default occurs, the trustee or certain holders of the Notes, as
applicable, may be entitled to take various actions, which may
include the acceleration of amounts due under the Notes.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

At May 31, 2009, the Company had $1.0 billion in total assets;
$222.8 million in current liabilities, $836.6 million in long-term
obligations, net of current portion, $95.9 million in rights
liability for convertible notes, $69.1 million in other
liabilities, $6.7 million in deferred income tax liabilities; and
$230.4 million in shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sealy Corp. to 'B' from 'B+'.  At the same time, S&P
lowered the issue-level ratings on the company's senior secured
credit facilities to 'BB-', from 'BB', while maintaining the '1'
recovery rating.  S&P also lowered the issue-level rating on the
Company's senior subordinated notes to 'CCC+' from 'B+', and
revised the recovery rating on these notes to '6' (indicating the
likelihood of negligible [0%-10%] recovery in a payment default)
from '4'.  At the same time, Standard & Poor's assigned its 'BB-'
issue-level rating with a recovery rating of '1' (indicating the
likelihood of very high [90%-100%] recovery) to Sealy Mattress'
proposed seven-year $350 million senior secured notes due 2016,
and a 'B' issue-level rating with a recovery rating of '4'
(indicating the likelihood of average [30%-50%] recovery) to its
proposed $177 million senior secured convertible pay-in-kind notes
due 2016.  Sealy's proposed $100 million asset-based revolving
credit facility maturing in 2013 is not rated.

On May 18, the TCR said Moody's Investors Service assigned a Ba3
rating to Sealy's proposed senior secured notes.  At the same
time, Sealy's B2 corporate family rating and probability-of-
default rating was affirmed as was the Caa1 rating on the senior
subordinated notes and SGL 3 liquidity rating.  The ratings
outlook remains negative.


SEARS HOLDINGS: S&P Withdraws 'BB+' Rating on $4 Billion Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' issue-level
rating on Sears Holdings Corp.'s $4.0 billion asset-based
revolving credit facility due March 2010.  S&P also withdrew its
'1' recovery rating on the revolver.  The ratings withdrawal
follows the company's replacement of the credit facility with a
new credit facility that will not be rated.  The new amended and
restated credit facility provides for a $1.7 billion tranche
maturing March 2010 and a $2.4 billion tranche maturing Jun 2012.

All other ratings on the company, including the 'BB-' corporate
credit rating, remain unchanged.  The rating outlook is negative.

The 'BB-' corporate credit rating reflects the relatively high
business risk associated with Sears department stores and Kmart
discount department stores, weak profitability relative to the
company's peers, and S&P's expectation that both Sears and Kmart
will continue to face challenges in improving store productivity
and profitability.  S&P is also concerned about the company's
historical use of cash flow to fund share repurchases and
dwindling cash flow protection measures.

                           Ratings List

                       Sears Holdings Corp.

       Corporate Credit Rating              BB-/Negative/--

                            Withdrawn

                       Sears Holdings Corp.

                                              To    From
                                              --    ----
         $4B asset-based revolver due 2010    NR    BB+
           Recovery Rating                    NR    1

                         NR -- Not rated.


SEMGROUP LP: Agree to End Litigation with Catsimatidis
------------------------------------------------------
SemGroup, L.P., and a group composed of John Catsimatidis and
certain individuals and entities associated with him have reached
an agreement that will end the litigation pending between them in
Delaware and Oklahoma.  The settlement agreement, which is subject
to approval of the Delaware bankruptcy judge overseeing SemGroup's
Chapter 11 case, provides for the resolution of various
outstanding issues.

As part of the agreement, Mr. Catsimatidis, and three other
members of the Management Committee of SemGroup's general partner
-- J. Nelson Happy, James Hansel, and Martin Bring -- will
withdraw their objection to SemGroup's disclosure statement for
its plan of reorganization and will support the company's
reorganization plan.  Additionally, Messrs. Catsimatidis, Happy,
Hansel, and Bring will resign from the Management Committee
effective as of the date of final judicial approval of the
settlement.

Lastly, United Refining will purchase SemMaterials' interest in
an asphalt marketing joint venture for a one-time payment of
$3.9 million.

Matthew Coughlin is not a party to the settlement and will remain
a member of the Management Committee.  SemGroup plans to pursue
its pending claims against Mr. Coughlin.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SENCORP: Wynnchurch Capital Closes $41MM Deal to Acquires Assets
----------------------------------------------------------------
SENCORP and Wynnchurch Capital announced on Friday the closing of
the sale of the assets of SENCORP to Wynnchurch's newly formed
portfolio company, Senco Brands, Inc.  The acquisition included
the major brands SENCO and TyRex.  The new company, Senco Brands,
Inc., includes both of these well known brands, the SenSource
global sourcing operation, and all of SENCORP's domestic and
foreign businesses.  The sale was approved on July 2, 2009, by the
U.S. Bankruptcy Court.

As reported by the Troubled Company Reporter on July 15, 2009,
according to Bill Rochelle at Bloomberg News, SENCORP was
authorized by the U.S. Bankruptcy Court for the Southern District
of Ohio in Cincinnati to sell its assets to Wynnchurch Capital
Ltd. for $41 million in cash plus debt assumption.

An auction was scheduled for July 1, under which Wynnchurch was
the stalking horse bidder with its $41 million offer.

                      About Wynnchurch Capital

Located in the Chicago suburb of Rosemont, Illinois and founded in
1999, Wynnchurch Capital -- http://www.wynnchurch.com/-- is a
middle-market private equity investment firm.  Wynnchurch's
strategy is to partner with middle market companies in the United
States and Canada which have outstanding management teams and
possess the potential for substantial growth and profit
improvement.  Wynnchurch Capital manages a number of private
equity funds with capital under management in excess of
$500 million specializing in management buyouts,
recapitalizations, corporate carve-outs, restructurings and growth
capital.

                           About SENCORP

Headquartered in Cincinnati, Ohio, SENCORP makes and sells branded
pneumatic and battery powered staplers, nailers and screw systems
and collated staples, nails and screws.  SENCORP's brand names are
well known in the industry for quality, reliability and service.
Certain aspects of SENCORP's businesses, including the SENCO name,
have existed for over 50 years.  Most of the Company's top ten
customers have purchase products.

SENCORP and its affiliates filed for Chapter 11 on May 8 (Bankr.
S. D. Ohio Case No. 09-12869) to facilitate the sale of its assets
under 11 U.S.C. Sec. 363 to an investor group led by Wynnchurch
Capital, Ltd., and including Great Lakes Equity Partners.  The
Debtors are tapping The Garden City Group, Inc., as notice, claims
and balloting agent; Mesirow Financial, Inc., as Investment
Banker; Morris-Anderson & Associates Ltd., for advice on
restructuring alternatives; Latham & Watkins LLP as bankruptcy
counsel; and Frost Brown Todd LLC as co-counsel.  The secured
lenders are represented by Katten Muchin Rosenman LLP.  The
Debtors have assets and debts both ranging from $100 million to
$500 million.


SINCLAIR BROADCAST: Unlikely to Enter Chapter 11, Analyst Says
--------------------------------------------------------------
Wells Fargo Securities analyst Marci Ryvicker said that Sinclair
Broadcast Group, Inc., was "posturing" in an effort to renegotiate
its contracts with debt holders and was unlikely to enter Chapter
11 bankruptcy, Paige Albiniak at Broadcasting & Cable reports.

As reported by the Troubled Company Reporter on July 14, 2009,
that Sinclair Broadcast and its advisors, who were retained to
assist the Company with restructuring its debt, on July 8, 2009,
met with certain holders of its 3.0% and 4.875% Convertible Senior
Notes, which convertible notes may be put back to the Company in
May 2010 and January 2011, respectively, to discuss refinancing
options with respect to the convertible notes.  According to
Sinclair Broadcast, it might not be able to address the put
options exercisable in May 2010 and January 2011, related to its
3.0% Notes and 4.875% Notes, respectively.  The Company said that
failure to refinance or retire notes on their respective put dates
could have a significant negative impact on the Company's
operating results, the value of its securities and its financial
condition, and could cause the Company to consider other
restructuring and deleveraging alternatives, including a voluntary
bankruptcy filling under Chapter 11 of the U.S. Bankruptcy Code.

The TCR reported that Sinclair Broadcast said that Cunningham
Broadcasting Corporation is facing a potential bankruptcy.
Cunningham and Sinclair are parties to six local marketing
agreements.  Sinclair Broadcast said that a bankruptcy by
Cunningham would cause a default under Sinclair Broadcast's Bank
Credit Agreement, and may result in the rejection by Cunningham in
its bankruptcy case of the LMAs.  Any rejection by Cunningham of
these agreements would result in material loss of revenue,
business cash flow and enterprise value of Sinclair Broadcast.

                     About Sinclair Broadcast

Based in Baltimore, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI)
-- http://www.sbgi.net/-- one of the largest and most diversified
television broadcasting companies, currently owns and operates,
programs or provides sales services to 58 television stations in
35 markets.  Sinclair's television group reaches approximately 22%
of U.S. television households and includes FOX, ABC, CBS, NBC, MNT
and CW affiliates.

As reported by the Troubled Company Reporter on July 19, 2009,
Moody's Investors Service downgraded Sinclair Broadcast Group,
Inc.'s Corporate Family Rating to Caa2 from B3 and Probability of
Default Rating to Caa3 from Caa1.  Associated debt ratings were
lowered as detailed below and LGD assessments were updated to
reflect the current debt mix and the above average family recovery
rate as currently forecast and implied by the one notch
differential between the CFR and PDR.  The ratings were placed
under review for further possible downgrade.

According to the TCR on July 15, 2009, Standard & Poor's Ratings
Services lowered its corporate credit rating on Hunt Valley,
Maryland-based TV broadcaster Sinclair Broadcast Group Inc. to 'B-
' from 'B+'.  At the same time, S&P placed its ratings on Sinclair
Broadcast on CreditWatch with negative implications.


SINOBIOMED INC: To Acquire Healthcare Consumables Maker in China
----------------------------------------------------------------
Sinobiomed Inc. has entered a letter of intent to acquire an
undisclosed target company based in China that manufactures and
distributes healthcare consumables to the acute care -- hospital
and physician -- health care market.  The Target company currently
distributes in China, the USA, and Europe and plans to
significantly increase its brand penetration in the US and Europe.
The Target believes it is uniquely positioned with the combination
of quality manufacturing experience in China, U.S.-based corporate
governance and a seasoned U.S.-based executive management team.

A summary of terms of the proposed transaction are:

   -- Purchase Price: Sinobiomed agrees to issue the Target's
      shareholders in aggregate that amount of shares of common
      stock of Sinobiomed equivalent to 50% of the post-closing
      issued and outstanding shares of common stock of Sinobiomed
      on a fully diluted basis.

   -- Funding Requirement: Prior to closing, there is a
      requirement for Sinobiomed to raise US$5 million in external
      funding to execute the Target's expansion plans.

   -- Engagement of Investment Bank: Upon closing of the
      transaction, Sinobiomed will engage an institutional
      investment bank to sponsor Sinobiomed's move to the OTCQX
      market or another trading forum acceptable to the board of
      directors of Sinobiomed Inc.

   -- Share Restrictions: The shares of common stock of Sinobiomed
      to be issued upon the closing of the transaction will be
      restricted shares as that term is defined under Rule 144
      promulgated under the United States Securities Act of 1933,
      as amended.

   -- Formal Agreement: Additional terms, conditions and
      provisions governing the proposed transaction will be
      contained in a formal agreement which will be prepared and
      executed in form and substance satisfactory to the Target
      and Sinobiomed.

Sinobiomed intends to complete the acquisition of the Target by
August 31, 2009.

                       Delinquent Reporting

Sinobiomed has not filed its quarterly report for the period
ended March 31, 2009, and its annual report for the period ended
December 31, 2008.

On May 20, 2009, the Company's securities were dropped from the
OTCBB to the Pink Sheets as a result of the Company not filing its
Form 10-K within the 30-day grace period after the extended
deadline for the filing of the Form 10-K.

Sinobiomed Inc.'s consolidated balance sheet at September 30,
2008, showed total assets of $8,355,042 and total liabilities of
$16,506,425, resulting in total stockholders' deficit of
$8,151,383.

                         About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a leading Chinese developer of
genetically engineered recombinant protein drugs and vaccines.
Based in Shanghai, Sinobiomed currently has 10 products approved
or in development: three on the market, four in clinical trials
and three in research and development.  The Company's products
respond to a wide range of diseases and conditions, including:
malaria, hepatitis, surgical bleeding, cancer, rheumatoid
arthritis, diabetic ulcers and burns, and blood cell regeneration.

                      Going Concern Doubt

Schumacher & Associates Inc., in Denver, expressed substantial
doubt about Sinobiomed Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm reported that the Company has experienced losses since
commencement of operations and has negative working capital and a
stockholders' deficit.

The Company is in the process of researching, developing, testing
and evaluating proposed new pharmaceutical products and has not
yet determined whether these products are technically or
economically feasible.  Management's plan is to actively search
for new sources of capital, including government and non-
government grants toward research projects and new equity
investment.


SYNCORA GUARANTEE: Completes Restructuring; Fixes $4BB Deficit
--------------------------------------------------------------
Syncora Holdings Ltd. said Friday its wholly owned New York
financial guarantee subsidiary, Syncora Guarantee Inc., completed
substantially all of the steps of its comprehensive restructuring.

On July 15, 2009, the Company closed substantially all the
transactions contemplated by the master transaction agreement --
2009 MTA -- between Syncora Guarantee and certain financial
counterparties to Syncora Guarantee's credit default swap and
financial guarantee policies and accepted the tender offer for
certain residential mortgage-backed securities insured by Syncora
Guarantee.

As a result, pending the closing and settlement of all related
transactions, the Company believes it will remediate its
policyholders' surplus deficit in the range of $3.9 billion and
$4.1 billion that is expected to be reported as of June 30, 2009.
The restructuring will effectively relieve the Company of
approximately $6.0 billion in losses and loss reserves.

The Company expects that the successful remediation of its
policyholders' surplus deficit will allow the Company to return to
compliance with the New York State Insurance Department's minimum
policyholders' surplus requirement of $65 million.  Syncora
Guarantee is not currently writing new insurance business and,
along with its newly formed financial guarantee insurance
subsidiary, Syncora Capital Assurance Inc., will not resume
writing new insurance business.

The NYID approved the transactions relating to the restructuring
and directed that, upon the completion of each of the transactions
so approved, the Company will confirm to the NYID that such
closings have occurred and the impairment to its policyholders'
surplus has been removed.  The NYID will review such submission
and notify the Company when the restriction on claims payments
under the existing claims suspension order issued on April 10,
2009 is lifted so that the Company may recommence claim payments.
The one remaining transaction not yet closed or subject to binding
documentation and in settlement under the RMBS Tender Offer is
documented by an executed letter agreement providing for
negotiation of definitive agreements by July 31, 2009, failing
which the associated term sheet terminates.

"We are pleased to announce this very significant and
unprecedented restructuring in the financial guarantee industry.
We expect that the successful completion of all the various
transactions will restore Syncora Guarantee to positive
policyholders' surplus," commented Mike Esposito, Chairman of
Syncora's Board of Directors.

Acting Chief Executive Officer Susan Comparato added, "This result
would not have been possible without the hard work and dedication
of the Company's employees and its advisors.  Thank you also to
the NYID for their ongoing oversight of the restructuring process,
which was essential in helping the Company achieve its goals. BSG
Markets LLC and Deutsche Bank Securities, as dealer managers for
the RMBS Tender Offer, should be commended for their efforts."

Following the closing of the 2009 MTA, Syncora Guarantee's
financial counterparties received 23,736,349 common shares of
Syncora and 6,332,700 of the common shares of Syncora that were
previously held in trust for the benefit of Syncora Guarantee were
cancelled.  As of July 15, 2009, Syncora had 59,339,343 total
common shares outstanding, with the financial counterparties
holding approximately 40% of the aggregate equity ownership.  In
addition, the financial counterparties received surplus notes of
an aggregate amount of $625 million issued by Syncora Guarantee.

Additionally, Syncora announced that in connection with the
closing of the 2009 MTA, Syncora Capital Assurance reinsures on a
cut-through basis substantially all of Syncora Guarantee's public
finance and selected global infrastructure business.
Policyholders reinsured by Syncora Capital Assurance will be
notified of their ability to make claims directly to Syncora
Capital Assurance.  Syncora Capital Assurance also assumed, via
novation from Syncora Guarantee, substantially all of Syncora
Guarantee's financial guarantee insurance policies issued on any
CDS contracts that were not commuted under the 2009 MTA.

     -- Information Regarding Syncora Guarantee's Financial
        Position Following the Consummation of the 2009 MTA, the
        RMBS Tender Offer and Related Transactions

As of June 30, 2009, Syncora Guarantee expects to report a
policyholders' surplus deficit in the range of $3.9 billion to
$4.1 billion.  The comprehensive restructuring to remediate the
Company's policyholders' surplus deficit included three primary
components: (1) the commutation and restructuring of substantially
all of Syncora Guarantee's CDS portfolio; (2) the remediation of
expected losses on the Company's insured RMBS; and (3) the
creation of Syncora Capital Assurance.

The closing of the transactions related to the 2009 MTA
effectively commuted or restructured all of Syncora Guarantee's
$56 billion of CDS exposure.  The 2009 MTA provided for the
effective commutation of the Company's financial guarantees of CDS
relating to collateralized debt obligations of asset-backed
securities -- ABS CDOs -- and other structured products with an
aggregate par approximating $15 billion and case basis loss
reserves in accordance with statutory accounting principles as
permitted by the NYID approximating $4.6 billion.  This represents
all of Syncora Guarantee's CDS exposure for which the Company has
reserves or expects losses with respect to ABS CDOs and
substantially all of Syncora Guarantee's financial guarantee
exposure to ABS CDOs with expected losses.

The RMBS Tender Offer closed on July 15, 2009, and, upon
settlement thereof, Syncora Guarantee will effectively commute
approximately $3.8 billion of insured RMBS and approximately
$1.2 billion in loss and loss reserves associated with Syncora
Guarantee's RMBS portfolio.  Syncora Guarantee achieved a total of
68.4 remediation points, or 95% of the target amount, in the RMBS
Tender Offer.  Along with the reinsurance of certain insured
public finance and selected global infrastructure bonds by Syncora
Capital Assurance, Syncora Guarantee has restructured or commuted
in aggregate approximately $110 billion of par bonds insured.

On a SAP basis, after giving effect to the transactions
contemplated by the 2009 MTA, the RMBS Tender Offer and related
transactions on a pro forma basis as if they had been consummated
on June 30, 2009, Syncora Guarantee would expect to report total
policyholders' surplus at June 30, 2009, in the range of
$150 million to $210 million, as compared to an expected
policyholders' surplus deficit (unaudited) at June 30, 2009 in the
range of $3.9 to $4.1 billion.  The policyholders' surplus of
Syncora Capital Assurance, reflecting its initial capitalization
and its assumption of certain business from Syncora Guarantee, is
expected to be in the range of $265 million to $295 million.

Combined projected pro forma summary balance sheet financial
information of Syncora Guarantee and Syncora Capital Assurance,
prepared in accordance with SAP, which gives effect to
transactions contemplated by the 2009 MTA, the RMBS Tender Offer
and related agreements as if they had been consummated on June 30,
2009:

                                        SYNCORA GUARANTEE

                                Expected
                                 to be
                                Reported    Pro Forma     Pro Forma
    ($ amounts in millions)     06/30/2009  Adjustments   06/30/2009
                                ----------  -----------   ----------
    Assets
        Cash, invested assets,
         and accrued investment
         income                    $3,228     $(542) (a)      $391
                                               (364) (b)
                                             (1,249) (c)
                                               (572) (d)
                                               (111) (e)
        Investment in subsidiaries
            SGI-UK                      -        40  (f)        40
            SCAI                        -       542  (a)       281
                                        -      (261) (b)

        Other assets                  211       105  (d)       316
            Total Assets           $3,439   $(2,412)        $1,027

    Liabilities and Capital
     and Surplus
        Liabilities:
            Unpaid losses and loss
             adjustment expenses   $6,353   $(4,624) (c)       384
                                             (1,293) (d)
                                                (52) (e)
            Deferred premium
             revenue                  711      (438) (b)       273
            Mandatory contingency
             reserves                 296      (187) (b)        98
                                                 (2) (c)
                                                 (1) (d)
                                                 (7) (e)
             Other liabilities         77         5  (c)        91
                                        -         9  (e)         -
                Total liabilities   7,437    (6,590)           847

        Capital and Surplus:
            Surplus notes               -       625            625
            Preferred stock -
             Series B
             non-cumulative
             perpetual                200                      200
            Common stock and
             additional
             paid-in-capital        2,014                    2,014
            Accumulated deficit    (6,212)    2,747  (c)    (2,659)
                                                827  (d)
                                                (61) (e)
                                        -        40  (f)         -
                Total Capital
                 and Surplus       (3,998)    4,178            180
                Total Liabilities
                 and Capital and
                 Surplus           $3,439   $(2,412)        $1,027


                            SYNCORA CAPITAL ASSURANCE

                                      Pro Forma
    ($ amounts in millions)           06/30/2009
                                      ----------
    Assets
        Cash, invested assets,
         and accrued investment
         income                       $542 (a)
                                       364 (b)



        Investment in subsidiaries
            SGI-UK
            SCAI


        Other assets                     -
            Total Assets              $905

    Liabilities and Capital
     and Surplus
        Liabilities:
            Unpaid losses and loss
             adjustment expenses        $-


            Deferred premium
             revenue                   438 (b)
            Mandatory contingency
             reserves                  187 (b)


             Other liabilities           -

                Total liabilities      625

        Capital and Surplus:
            Surplus notes              350 (a)
            Preferred stock -
             Series B
             non-cumulative
             perpetual
            Common stock and
             additional
             paid-in-capital           192
            Accumulated deficit       (261) (b)


                                         -
                Total Capital
                 and Surplus           280
                Total Liabilities
                 and Capital and
                 Surplus              $905

The pro forma adjustments in the table below reflect the mid-point
of the range of pro forma policyholders' surplus.

     (a) To record capitalization of Syncora Capital Assurance.

     (b) To record reinsurance and novation of certain business to
         Syncora Capital Assurance from Syncora Guarantee.

     (c) To record the commutation of certain of Syncora
         Guarantee's CDS contracts and related insurance policies.

     (d) To record the in-substance defeasement of RMBS tendered
         in connection with the RMBS Transaction Agreement,
         resumption of RMBS claim payments and direct purchases of
         RMBS.

     (e) To record certain other transactions related to the 2009
         MTA.

     (f) To record permitted practice to admit the carrying value
         of Syncora Guarantee's UK subsidiary.

A summary of combined net par outstanding and loss estimates for
Syncora Guarantee and Syncora Capital Assurance expected as of
June 30, 2009, and on a pro forma basis giving effect to the
completion of the transactions contemplated by the 2009 MTA, the
RMBS Tender Offer and related transactions, as if they had been
completed on June 30, 2009:

               SYNCORA GUARANTEE AND SYNCORA CAPITAL ASSURANCE
                             ON A COMBINED BASIS

                        Expected                        Pro Forma
                         Net Par                         Net Par
                        Outstanding                     Outstanding
   Amounts in Millions  06/30/2009    Adjustments (1)   06/30/2009
                        -----------   ---------------   -----------
   Public Finance         $53,065        $(477)           $52,588
   RMBS                     8,303       (3,870)             4,433
   ABS CDOs                14,117      (13,855)               262
   CDOs of CDOs             1,425       (1,119)               306
   All other               54,860         (379)            54,482
        Total            $131,771     $(19,700)          $112,071


                        Expected                         Pro Forma
                          Loss                             Loss
                        Reserves                         Reserves
                        06/30/2009    Adjustments (1)    06/30/2009
                        ----------    ---------------    ----------
   Public Finance             $34           $-                $34
   RMBS                     1,588       (1,286)               302
   ABS CDOs                 4,318       (4,305)                13
   CDOs of CDOs               338         (328)                10
   All other                   75          (50)                25
        Total              $6,353      $(5,969)              $384

      (1) Represents pro forma adjustments giving effect to the
          transactions contemplated by the 2009 MTA, the RMBS
          Tender Offer and related agreements as if they had been
          consummated on June 30, 2009.

                   About Syncora Guarantee Inc.

Syncora Guarantee Inc. -- http://www.syncora.com/-- is a wholly
owned subsidiary of Syncora Holdings Ltd.  Syncora Holdings Ltd.
is a Bermuda-domiciled holding company.

In April 2009, Standard & Poor's Ratings Services revised its
financial strength and financial enhancement ratings on Syncora
Guarantee Inc. to 'R' from 'CC'.  Standard & Poor's also revised
its counterparty credit rating on Syncora to 'D' from 'CC'.  An
insurer rated 'R' is under regulatory supervision because of its
financial condition.  The 'CC' counterparty credit, financial
strength, and financial enhancement ratings on Syncora Guarantee
U.K. Ltd. are unchanged because at this time, that company is not
subject to any regulatory orders that mandate the suspension of
claims payments.


ST LAWRENCE HOMES: Has August 20 Confirmation Hearing
-----------------------------------------------------
St. Lawrence Homes Inc. will seek approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina of its
proposed reorganization plan at hearings beginning on August 20.

According to Bill Rochelle at Bloomberg News, the Chapter 11 plan
gives some projects back to the nine secured lenders.  The reporte
relates that where St. Lawrence retains a project, the lenders
fund construction while paying fees to St. Lawrence for its
services.  Unsecured creditors could be paid in full if the build-
out generates enough cash.

Founded in 1987, St. Lawrence Homes, Inc. -- http://www.stlh.com/
-- is a North Carolina based homebuilder with additional
operations in Ohio.  It claims to be recognized as one of the
largest privately held builders in the country.

St. Lawrence filed for Chapter 11 on February 2 (Bankr. E.D. N.C.,
Case No. 09-00775).  The Company, in its bankruptcy petition,
listed assets of $158.2 million against debt totaling
$116.4 million as of October 31.


SUN-TIMES MEDIA: Fails to Make Payments to Five Pension Plans
-------------------------------------------------------------
Court documents say that Sun-Times Media Group Inc. has failed to
make more than $800,000 in required quarterly payments to its five
pension plans.

Ann Saphir and Lorene Yue at Crain's Chicago Business relate that
the missed contributions were due on April 15.  They include:

          -- $456,185 for a plan covering Chicago's newsroom
             employees,

          -- $284,581 for a plan covering Chicago office
             employees,

          -- $63,063 for a plan covering Pioneer Newspaper
             employees in the suburbs

Citing a Pension Benefit Guaranty Corp. spokesperson, Crain's
states that companies in bankruptcy proceedings are still required
to make contributions to pension plans unless a waiver is obtained
from the Internal Revenue Service.  "We have complied with all
applicable laws in connection with our failure to make pension
contributions," Crain's quoted a Sun-Time Media spokesperson as
saying.

Crain's notes that the missed pension plan payments aren't related
to Sun-Times Media's request to pay its executives hefty bonuses
if they succeed in selling the Company.  According to Crain's, a
Sun-Times Media spokesperson said that any executive bonuses would
be paid with proceeds from the sale and that not one single penny
would come from money that could be used to fund daily operations.

Crain's states that Sun-Times Media is trying to resolve with the
IRS a tax bill of more than $500 million left over from its days
of being run by former CEO Conrad Black, who was convicted of
fraud charges in 2008.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets:SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SYNTAX-BRILLIAN: Liquidating Plan Takes Effect
----------------------------------------------
Syntax-Brillian Corp.'s Chapter 11 liquidating plan took effect
June 7, 2009.  According to Bill Rochelle at Bloomberg News,
although Syntax-Brillian convinced the bankruptcy judge at a
hearing in April to approve the liquidating Chapter 11 plan, the
parties were wrangling over the precise terms until the
confirmation order was signed July 6.

Under the Plan, general unsecured claims will receive pro rata
distributions from a liquidating trust after payment of the
trust's expenses and a "liquidating trust funding reimbursement."
Holders of allowed prepetition credit facility claims will receive
their pro rata distributions from a lender trust, after payment in
full of allowed DIP facility claims.

The explanatory disclosure statement did not provide for the
estimated recovery by secured and unsecured creditors given the
uncertainty about how much will be collected in lawsuits.

A full-text copy of the Debtors' 2nd amended Chapter 11
liquidating plan is available at:

    http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the official committee of unsecured
creditors.  Pepper Hamilton, LLP, represents the Committee as
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
balloting, notice, and claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TERRA NOSTRA: Debt-for-Equity Swap Selected; Plan Confirmed
-----------------------------------------------------------
At a hearing held on July 1, 2009, the U.S. Bankruptcy Court for
the Southern District of New York confirmed Chapter 11 trustee
George M. Kelakos' amended Plan of Reorganization, as modified for
Terra Nostra Resources Corp., dated May 19, 2009.  Option C is
selected as the reorganization transaction under the Plan.

Under Option C, each holder of a general unsecured claim will
receive a pro rata distribution of the New Common Stock in the
Reorganized Debtor (which will receive the sale proceeds of
$27,000,000 after satisfaction of all priority and secured claims
and expenses) plus the net proceeds of the Causes of Action
pursued by the Plan Administrator.

As of the Plan's Effective Date, the trustee in discharged from
his duties.

As reported in the TCR on June 1, 2009, the U.S. Bankruptcy Court
for the Southern District of New York approved the disclosure
statement explaining the Chapter 11 trustee's amended Chapter 11
Plan of Reorganization for Terra Nostra Resources Corp.

The Plan contemplated the consummation of one of three possible
reorganization transactions to be selected by holders of allowed
general unsecured claims in Class 4:

  (A) a sale of the Debtor's interest in the Chinese JVs to Zhang
      Ke, a natural citizen of the PRC, or his designees, for
      $27,000,000 (part of which will be used to satisfy all
      priority and secured claims and expenses), payable in
      installments through December 2010, and the New Common
      Stock in the Reorganized Debtor issued pro rata to holders
      of allowed Class 4 claims;

  (B) a combined sale and restructure consisting of transferring
      the Debtor's interest in SQSS and dividing STJMC into two
      facilities, one of which will be transferred to Zhang Ke or
      his designees, and the other of which the Reorganized
      Debtor will retain a 90% interest.  The Reorganized Debtor
      will get $16,470,000; will make capital improvements to its
      facility; and the joint venture agreements for the Chinese
      JV's will be deemed rejected with no claims for damages
      asserted. The Shareholder Investor Group will contribute
      $10,000,000 in exchange for New Common Stock in the
      Reorganized Debtor, of which $7,210,000 will be used to
      fund operations of the Reorganized Debtor.  $17,790,000
      will be paid to the Plan Administrator to satisfy all
      administrative claims, gap period claims, priority tax
      claims, and the amounts necessary to fund distributions to
      all claimants in Classes 1 and 3; and thereafter to fund
      pro rata distributions to holders of allowed claims in
      Class 4; or

  (C) a debt-for-equity swap with the New Common Stock in the
      Reorganized Debtor issued pro rata to holders of allowed
      Class 4 claims.

Holders of postpetition secured claims under Class 1 and priority
claims under Class 3 will receive 100% payment of their allowed
claims, with interest.

Holders of Interests will receive nothing under the Plan and their
interests will be cancelled.

The Plan places the various claims against and interests in the
Debtor into 5 classes:

  Class   Description                    Treatment
  -----   -----------                    --------

    1     Post-petition Secured Claims   Unimpaired; Deemed to
                                         Accept

    2     Other Secured Claims           Impaired; Entitled to
                                         Vote

    3     Priority Claims                Unimpaired; Deemed to
                                         Accept

    4     General Unsecured Claims       Impaired; Entitled to
                                         Vote

    5     Equity                         Impaired; Deemed to
                                         Reject

A copy of the Disclosure Statement explaining the Trustee's
amended Chapter 11 Plan of Reorganization is available for free at
http://bankrupt.com/misc/terranostra.amendedDS.pdf

Headquartered in Pasadena, California, Terra Nostra Resources
Corp. (OTCBB: TNRO) owns a 51% interest in two China Joint Venture
companies in the strategic copper and stainless steel industries.
Creditors filed an involuntary Chapter 11 petition on November 25,
2008 (Bankr. S.D.N.Y. Case No. 08-14708).

David C. McGrail, Esq., at the Law Offices of David C. McGrail,
represents the Debtor as counsel.  Karen Ostad, Esq., at Morrison
& Foerster LLP, represents the petitioning creditors.


TH PROPERTIES: Gets Court OK to Obtain Financing From Hyperion
--------------------------------------------------------------
Alan J. Heavens at Philadelphia Inquirer reports that U.S.
Bankruptcy Court Judge Stephen Raslavich has granted TH Properties
LP permission to obtain up to $251,450 in financing from Hyperion
Bank.

According to Philadelphia Inquirer, TH Properties will use the
money to complete the sale of five houses in the Company's
Cliffside Manor development in Bedminster Township, Bucks County.
TH Properties' lawyers told Judge Raslavich that two of the five
houses in Cliffside Manor were scheduled to go to closing,
Philadelphia Inquirer says.

Philadelphia Inquirer relates that Judge Raslavich also authorized
TH Properties to enter into a financing agreement with several of
its secured lenders to continue insurance coverage on its
properties.

A hearing will also be held on TH Properties' motion to obtain
$3 million in revolving credit to complete houses in six more
developments, Philadelphia Inquirer states.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


THREE RIVERS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Three Rivers of Rutherford, LLC, had filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Middle
District of Tennessee.

Court documents say that B&M Paving Co. Inc. is Three Rivers'
largest unsecured creditor and is owed about $142,400.  MarCor
Construction Inc. of Nashville is the Company's second largest
unsecured creditor, owed almost $137,000.

Citing Murfreesboro city engineer Sam Huddleston, Jenny Burns at
Nashville Business Journal reports that Three Rivers was
developing Three Rivers, a residential community of more than 600
homes that includes an assisted living center and a shopping
center at Highway 99 and Cason Lane.  Construction permits have
been issued for about 70 homes and 20 townhomes, city records
show.  About 198 lots have been recorded as developed and ready to
be sold to builders, says Business Journal.

Mr. Huddleston said that construction of the community started in
2004, and that the first homes were started in 2006, Business
Journal relates.

Tennessee-based Three Rivers of Rutherford LLC is the developer of
a commercial and residential development in southwest
Murfreesboro.  The Company filed for Chapter 11 bankruptcy
protection on June 30, 2009 (Bankr. M.D. Tenn. Case No. 09-07306).
Paul E. Jennings, Esq., at Paul E. Jennings Law Offices, P.C.,
assists the Company in its restructuring efforts.  The Company
listed up to $50,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


TITLEMAX HOLDINGS: Wants Plan Filing Period Extended to Dec. 18
---------------------------------------------------------------
TitleMax Holdings LLC and its debtor-affiliates ask the Hon. Lamar
W. Davis, Jr., of the U.S. Bankruptcy Court for the Southern
District of Georgia to further extend theor exclusive periods to:

   -- file a Chapter 11 plan of reorganization until December 18,
      2009; and

   -- solicit acceptances of that plan until February 18, 2010.

The Debtors' initial exclusive plan filing and solicitation period
will end on August 18, 2009, and October 17, 2009, respectively.

The Debtors tell the Court that the initial periods prove
inadequate for them to negotiate and file a plan.  According to
them, there are some items which will require additional time.
The Debtors want to remove certain pending lawsuits to federal
court and seek an extension of time to remove those cases.

                      About Titlemax Holdings

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title,and CheckMax is a closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.  The Company and its affiliates filed for
Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead
Case No. 09-40805).  DLA Piper LLP represents the Debtors in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
seven creditors to serve on the official committee of unsecured
creditors.  Titlemax has assets and debts both ranging from
$100 million to $500 million.


TONGLI PHARMACEUTICALS: Earns $2 Million in Year Ended March 31
---------------------------------------------------------------
Tongli Pharmaceuticals (USA), Inc., reported a net income of
$1,904,839 for the year ended March 31, 2009, compared with a net
income of $265,437 for the same period in the previous year.

As of March 31, 2009, the Company's balance sheet showed total
assets of $9,556,196, total current liabilities of $1,726,164 and
stockholders' equity of $7,830,031.

Paritz & Company, P.A. in Hackensack, New Jersey raised
substantial doubt about Tongli Pharmaceuticals (USA), Inc.'s
ability to continue as a going concern after auditing the
Company's financial results for the years ended March 31, 2009,
and 2008.  The auditors related that the Company has a working
capital deficit of $275,450 and had minimum cash or available
borrowing capacity as of March 31, 2009.

The Company related that up to March 31, 2009, neither its cash
flows from operations nor its bank loans had been sufficient to
keep pace with the growth of its business and provide sufficient
working capital to meet increased demand and production expansion.

The Company is currently profitable and is exploring various
alternatives to improve its financial position and continue to
meet its obligations.

A full-text copy of the Company's FORM 10-K is available for free
at http://ResearchArchives.com/t/s?3fa5

Tongli Pharmaceuticals (USA), Inc., through a wholly owned
subsidiary, Harbin Tianmu Pharmaceuticals Co., Ltd., develops,
produces and sells a wide variety of Chinese drugs and healthcare
products in The Peoples Republic of China.  TP was formerly known
as American Tony Pharmaceutical, Inc.  The name change became
effective on October 30, 2008, and was done to better represent
the origin and ongoing business of the company.

On August 12, 2008, American Tony completed a reverse merger with
Aim Smart Corporation, a dormant public shell.  Under the terms of
the merger agreement, the former American Tony shareholders
exchanged their shares for Aim Smart shares so that, upon the
closing of the merger, the former American Tony shareholders owned
96.7% of the outstanding shares of Aim Smart.  Aim Smart changed
its name to American Tony prior to the change to TP.


TRAVELPORT LLC: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on travel distributor Travelport LLC (the
indirect subsidiary of Travelport Holdings Ltd. and subsidiary of
Travelport Ltd.) to 'B-' from 'SD' (selective default), in
accordance with its criteria for distressed debt redemptions,
based on its view of the company's risk of a future payment
default or another distressed debt repurchase.  The outlook is
stable.

S&P did not raise its issue-level ratings, based on Travelport
Ltd.'s July 2, 2009 8K filing, which indicated that the company,
its subsidiaries, affiliates, officers, directors, and controlling
shareholders may, periodically, purchase its debt securities or
loans in open market or privately negotiated transactions.  If the
company or its affiliates purchased its debt securities or loans
in open market or privately negotiated transactions, this would
likely meet its criteria for a distressed debt redemption.  These
ratings accordingly remain unchanged, because S&P see an increased
likelihood of such transactions.

S&P also assigned an issue-level rating and recovery rating to
Travelport LLC's new secured $150 million Term Loan C.  The issue-
level rating is 'B', one notch above the corporate credit rating.
The recovery rating is '2', indicating expectations for
substantial (70%-90%) recovery in the event of a payment default.
The new tranche represents a draw under the accordion feature of
the company's Second Amended and Restated Credit Agreement, and
amortization and maturity are similar to those in the existing
Term Loan B.

"We expect the company's loss to widen in 2009, due to reduced
revenues from weak travel demand and impairment charges taken at
Orbitz, in which the company still holds a 48% stake," said
Standard & Poor's credit analyst Betsy R. Snyder.  "We expect the
company to recover somewhat in 2010, along with stronger demand,
but the company's credit metrics will remain constrained due to
Travelport Holdings Ltd.'s substantial paid-in-kind debt, which
S&P consolidates into S&P's ratios," she continued. As a result,
S&P expects consolidated debt to EBTIDA to remain more than 8x
through 2010, even with a recovery in earnings.  If travel demand
does not begin to recover in 2010, causing the company's liquidity
to become constrained, Standard & Poor's would likely revise the
outlook to negative.  An outlook revision to positive is unlikely
in the current weak economic and travel environment.


TRIBUNE CO: To Assume 54 Advertising Sales Agreements
-----------------------------------------------------
Debtor Tribune Media Services, Inc., seeks authority from Kevin
J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to assume 54 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 54 prepetition local advertising agreements is
available for free at:

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

TMS is a party to numerous prepetition and postpetition local
advertising agreements with newspapers, which, among other
things, provide that TMS's sales representatives will coordinate
with the newspapers' sales staff and apply their knowledge of
local publishing markets to identify potential advertisers and to
conduct sales presentations.  The fees paid by local newspaper
customers to TMS under the LAS Agreements generally range between
$225 and $750 per week over the course of the one-year contract
term.

"Entry into the Assignment Agreement will allow TMS to focus on
its core business of generating and distributing entertainment
listings data and syndicating news and features content," Kate J.
Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Wilmington, Delaware, says.  Ms. Stickles adds that the
Assignment Agreement will enable TMS to maximize operating cash
flow from the local ad sales business by eliminating operating
costs associated with the business while still allowing TMS to
retain a portion of the revenue earned under the LAS Agreements.

Over the next three years, TMS estimates that gross revenue
derived from the LAS Agreements will result in average operating
cash flow of approximately $453,000.

In addition to the 54 Agreements, the Debtors also seek the
Court's authority to assign LAS Agreements they entered into with
various parties after the Petition Date.  A list of the Assigned
LAS Agreements is available for free at:

        http://bankrupt.com/misc/Tribune_LASassigned.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: Assumes 36 Syndicated Program Pacts With CBS
--------------------------------------------------------
Tribune Co. and its affiliates sought and obtained the Bankruptcy
Court's authority to assume 36 syndicated program agreements
entered into with King World Productions, Inc., CBS Studios Inc.,
and CBS Television Distribution.

Several of the Debtors are each parties to various prepetition
syndicated program agreements with CBS for general entertainment
programming, including television series and feature films.

The CBS Agreements allow the Tribune Parties to broadcast
specific syndicated television programs and feature films
provided by CBS, in time periods that allow the corresponding
Tribune television stations to schedule programming to maximize
audience retention from program to program and to otherwise
manage their broadcast schedules to greatest advantage.  The
Tribune Parties have the right to sell and inset commercial
advertisements within the licensed programming window and to
retain all the proceeds derived, an important source of revenue
to the Tribune Parties.

In consideration of the Tribune Parties' early assumption of the
CBS Agreements, CBS agreed to waive and release 50% of its
prepetition claims against the Tribune Parties owing under the
CBS Agreements, which the Tribune Parties would otherwise be
required to "cure" as a condition of the assumption of the CBS
Agreements.  The total prepetition amount owing under the CBS
Agreement is $2,380,000.

The Debtors also sought and obtained the Court's authority to
cure defaults under the CBS Agreements at $1,178,796.

The Debtors originally intended to assume 41 CBS Agreements but
decided to remove five Agreements that have already expired.  The
Debtors are therefore authorized to assume 36 CBS Agreements, a
list of which is available for free at:

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

As a result of the removal of the five expired leases, the cure
amount proposed to be paid to CBS upon the assumption of the CBS
Agreements has been reduced from $1,190,000 to $1,178,796.

The Tribune Parties and CBS also sought and obtained the Court's
authority to file under seal unredacted versions of certain
syndicated program agreements.  The Tribune Parties and CBS
asserted that provisions of the CBS Agreements reflect
information the parties legitimately expect to be maintained as
confidential in light of its propriety or commercially
competitively sensitive nature.  The parties added that public
dissemination of pricing information contained in the CBS
Agreements could provide competitors and future contract
counterparties of the Tribune Parties or CBS with a substantial
and unfair advantage.

No party objected to the Debtors and CBS' motion to file the
certain agreements under seal.

                       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 Extends Removal Period to November 3
------------------------------------------------------
Judge Kevin Carey extended until November 3, 2009, the time by
which Tribune Co. and its affiliates need to file notices of
removal of claims and causes of action relating to their Chapter
11 proceedings.  Prior to the entry of the Order, the Debtors
submitted with the Court a certification of no objection as to the
Motion.

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 Ame