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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, August 6, 2009, Vol. 13, No. 216

                            Headlines

38 WALNUT LLC: Case Summary 6 Largest Unsecured Creditors
ABITIBIBOWATER INC: Gets December 14 Extension of Plan Deadline
ABSPOKE 2005-IC2: S&P Downgrades Ratings on Notes to 'D'
ABSPOKE 2005-XII: S&P Downgrades Ratings on Notes to 'D'
ACCENTIA BIOPHARMA: Plan Filing Period Extended to September 30

ACCENTIA BIOPHARMA: Biovest Wants Up to $640,000 in New Loans
ADALTIS INC: Commences Liquidation of Assets; Directors Step Down
AFFINIA GROUP: S&P Assigns 'B+' Rating on $225 Mil. Senior Notes
ALPHA NATURAL: Foundation Merger Cues S&P to Raise Rating to BB
AMCORE FINANCIAL: Fitch Changes Issuer Default Rating to 'C'

AMERICAN COMMUNITY: Creditors Committee Wants Case Dismissed
AMERICAN NATURAL: Raises $2 Mil. in Private Placement Financing
ANCHOR BLUE: Court OKs Anchor Chain Sale to Term Loan Lenders
ANNIE LEIBOVITZ: Bankr. Filing May Be Better Option, Expert Says
ANTEBELLUM BUILDERS: Case Summary & 20 Largest Unsecured Creditors

APPALACHIAN OIL: Asks for $550,000 Hike in Greystone DIP Facility
APPLIED SOLAR: Has DIP Financing, Stalking Horse Bid From Quercus
ARCLIN US: Gets Initial OK to Access First Lien Lenders' DIP Loan
ASARCO LLC: Court Denies New Trial in Suite vs AMC
ASARCO LLC: Fireman's Fund Appeals Aviva Settlement Order

ASARCO LLC: Plainfield Reserves Right to Seek Interest Payment
ASARCO LLC: Unit Employees Wary of Grupo Mexico Takeover
AVAGO TECHNOLOGIES: S&P Puts 'BB-' Rating on CreditWatch Positive
BANK OF AMERICA: Court Refuses to OK Firm's Settlement With SEC
BALLY TOTAL: Authorized to Use Cash Collateral Until Oct 2

BALLY TOTAL: Supplements to Amended Chapter 11 Plan
BALLY TOTAL: To Renew Standard Funding Agreement
BAYWOOD INT'L: Sells Nutritional Specialties Unit for $8,250,000
BERNARD MADOFF: Trustee Announces New Policy to Speed Up Payment
BERNARD MADOFF: IRS Starts Sending Refund Checks to Investors

BILLY KNOLLENBERG: Voluntary Chapter 11 Case Summary
BOOM DRILLING: Accepts $262,500 Settlement from BNK Petroleum
CABRINI MEDICAL: Wants to Obtain $5MM DIP Loan; Sun Life Objects
CARAUSTAR INDUSTRIES: Court Confirms Reorganization Plan
CC MEDIA: S&P Downgrades Corporate Credit Rating to 'CC'

CENTER FOR DIAGNOSTIC: S&P Withdraws 'B+' Corporate Credit Rating
CLEAN HARBORS: Moody's Rates $250 Mil. First-Lien Notes at 'Ba3'
CLEAN HARBORS: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
COACHMEN INDUSTRIES: McGladrey Replaces E&Y as Outside Auditors
COACHMEN INDUSTRIES: Net Loss Widens to $3.24MM in June 30 Qtr

COLONIAL BANCGROUP: Moody's Downgrades Issuer Rating to 'C'
COLONIAL PROPERTIES: Commences Tender Offer for 4 Series of Notes
COMMERCECONNECT MEDIA: Case Summary & 20 Largest Unsec. Creditors
COOPER-STANDARD AUTOMOTIVE: Moody's Withdraws 'D' Default Rating
CORPUS BY THE SEA: Case Summary & 20 Largest Unsecured Creditors

COYOTES HOCKEY: Jerry Moyes May be Held in Contempt of Court
CROSS TECHNOLOGY INC: Case Summary & 20 Largest Unsec. Creditors
CURTIS KEITH KIMBALL: Voluntary Chapter 11 Case Summary
DBSI INC: Court Grants Extension on Accounting Probe
DH ORCHARD LIMITED: Voluntary Chapter 11 Case Summary

DRIVETIME AUTOMOTIVE: S&P Withdraws B- Counterparty Credit Rating
DRY CREEK FARMS: Case Summary & 20 Largest Unsecured Creditors
EAGLE RIVER BOWL: Case Summary 21 Largest Unsecured Creditors
EAGLESTAR INVESTMENTS: Voluntary Chapter 11 Case Summary
EAST BAGLEY INC: Case Summary & 20 Largest Unsecured Creditors

ECLIPSE AVIATION: Jet Owners Group's $40MM is Lead Bid for Assets
EDDIE BAUER: Golden Gate Closes $268MM Deal to Buy Assets
EDWARD STARRS: Case Summary & 11 Largest Unsecured Creditors
EMDEON BUSINESS: Planned IPO Won't Affect S&P's 'B' Rating
EMPIRE RESORTS: Park Avenue Supplants Bank of Scotland as Lender

EPIX PHARMACEUTICALS: Auction Dates Set for Equipment, IP Assets
FERTINITRO FINANCE: Fitch Junks Rating on $250 Mil. Bonds
GATNT LLC: Voluntary Chapter 11 Case Summary
GENTA INC: Files Prospectus in Connection with Securities Issuance
GMAC FINANCIAL: May Divulge Plan for ResCap by Year-End

GPS INDUSTRIES: Faces $875,000 in Claims From 17 Law Firms
HEADWATERS INC: S&P Raises Issue-Level Rating on Notes to 'CCC'
HELLER EHRMAN: Former Employees Seek Committee Representation
HI-TEK WAREHOUSE CORP: Case Summary & 10 Largest Unsec. Creditors
HOLDEN FUNDING: Moody's Junks Ratings on $100 Mil. Secured Bonds

INSIGHT HEALTH: Amends Employment Agreements with 4 Executives
INTERMET CORP: Cerion Working to Close $13MM Deal to Acquire Co.
INTERNATIONAL RECTIFIER: Lawsuit Won't Affect S&P's 'BB-' Rating
INVERNESS MEDICAL: Moody's Assigns 'B2' Rating on $150 Mil. Notes
ISP CHEMCO: Moody's Gives Stable Outlook; Keeps 'Ba3' Rating

JIM BABCOCK: Ch. 11 Case Summary & 20 Largest Unsecured Creditors
JOHN HARVEY WHITNEY: Voluntary Chapter 11 Case Summary
LAKE CUMBERLAND: Lender Opposes Use of Proceeds from Collateral
LANDAMERICA FINANCIAL: Bubion Trustees Want LES to Accept Loan
LANDAMERICA FINANCIAL: EVP Term Extended Until October 1

LANDAMERICA FINANCIAL: LFG Committee Wants McGrath as Counsel
LANDSOURCE COMMUNITIES: Court Oks Florida Assets Sale to Lennar
LANDSOURCE COMMUNITIES: Withdraws Rejection of WV Refusal Pact
LEHMAN BROTHERS: Wants Nov. 2 Bar Date for Cross-Border Parties
LEHMAN BROTHERS: Faces $627 Million Claim From NYC for Taxes

LEHMAN BROTHERS: To Appeal English Court Ruling on Dante SPV
LEHMAN BROTHERS: American Home Fails To Revive Lawsuit
LEHMAN BROTHERS: Poland to Probe Citi Handlowy Over Bonds
LEHMAN BROTHERS: Local Councils Plea Against Australia Plan
LEHMAN BROTHERS: Won't Timely Report 2nd Quarter 2009 Results

LIFE TECHNOLOGIES: Moody's Affirms Corp. Family Rating to 'Ba1'
LODGIAN INC: 60-Day Extension of Maturity Date on Mortgage Pool
LOOP 76: Hearing on Wells Fargo Cash Collateral Use Today
LOOP 76: Has Until August 18 to File Schedules and Statement
LOOP 76: Files List of 15 Largest Unsecured Creditors

LYONDELL CHEMICAL: Air Liquide Plans to Cut Nitrogen Supply
LYONDELL CHEMICAL: Appeal on BASF Suit Allowed to Proceed
LYONDELL CHEMICAL: Columbus Hill Want to Examine BoNY
LUNA INNOVATIONS: Receives Non-Compliance Notice From Nasdaq
LYONDELL CHEMICAL: Asks for DIP Extension Due to Merger Suit

MAGNACHIP SEMICON: Court Permits Committee to File Bankruptcy Plan
MARINE GROWTH: June 30 Balance Sheet Upside-Down by $4.8 Million
MARITZA URDINOLA: Case Summary & 20 Largest Unsecured Creditors
MARK ANDREW RUNCO: Case Summary & 19 Largest Unsecured Creditors
MBD INC: Files Amended Schedules of Assets and Liabilities

MBD INC: Has Chapter 11 Plan; Disc. Statement Hearing August 17
MERIT SECURITIES: S&P Junks Ratings on Custody Receipts From 'BBB'
MICHAEL REIMER: Case Summary & 2 Largest Unsecured Creditors
MICROMET INC: To Net $65.2MM in Shares Sale to Piper Jaffray Team
MILLPOND INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors

MILT'S EAGLE LLC: Case Summary & 5 Largest Unsecured Creditors
MOORE-HANDLEY: Gets Interim OK to Access Cash Securing CIT Loan
NATIONAL CENTURY: Stein & SWAB Appeal Dist. Court Order on Pact
NOEL RODRIGUEZ: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Wins Approval of Avaya-Led Auction of Unit

NORTEL NETWORKS: Ontario Appeals Court Order Hearing on Dunn Claim
NORTH AMERICAN TECH: KBA Steps Down as Accountant
NORTH LAKE VILLAGE: Case Summary & 2 Largest Unsecured Creditors
NV BROADCASTING: Files Disclosure Statement; Hearing Set August 5
ONE REALCO LAND: Voluntary Chapter 11 Case Summary

OPUS WEST: M&I Excuses Receiver From Sec. 543 Compliance
OPUS WEST: Proposes Rejection of WS Atkins Property Lease
OPUS WEST: U.S. Bank Wants to Lift Stay for Foreclosure
OWENS CORNING: Garlock Suit Vs. Asbestos Trust Resolved
OWENS CORNING: R. Schwartz & B. Arnold Make Claim-Related Queries

OWENS CORNING: Releases 2008 Savings Plan Annual Report
PATRICK INDUSTRIES: Sale of Alum. Extrusion Operation Completed
PATRICK INDUSTRIES: Files Prospectus to Register 483,742 Shares
PILGRIM'S PRIDE: Earns $53.2 Million in Quarter ended June 27
POST OAK 0321 LP: Case Summary & 4 Largest Unsecured Creditors

POWERMATE CORP: Plan Filing Period Extended to September 17
PREFERRED VOICE: June 30 Balance Sheet Upside-Down by $716,990
QUIKSILVER INC: S&P Retains Developing Watch on 'B-' Rating
QW CATTLE CO: Case Summary & 9 Largest Unsecured Creditors
RH DONNELLEY: Posts $75MM Net Loss in Second Quarter 2009

RK MAULSBY: Files for Ch 11 Bankr., Staves Off Theatre Foreclosure
RLC INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'B'
ROBERT LESTER WARD: Case Summary & 4 Largest Unsecured Creditors
ROWE PROPERTIES: Case Summary 15 Largest Unsecured Creditors
S & B VENTURES: Voluntary Chapter 11 Case Summary

S.C.C. HOMES LTD: Case Summary & 20 Largest Unsecured Creditors
SALTON LAND: Files Revised Plan and Disclosure Statement
SECURED DIVERSIFIED: June 30 Balance Sheet Upside-Down by $973,390
SEMGROUP LP: SemFuel Reaches Deal With West Shore
SEMGROUP LP: Terrence Ronan's Fees Not to Exceed $160,000

SEMGROUP LP: Wants to Auction Off Semmaterials Assets
SFB HAMILTON CROSSINGS: Case Summary & Largest Unsecured Creditor
SIM FRYSON MOTOR: Voluntary Chapter 11 Case Summary
SIX FLAGS: Has $121.6 Million Net Loss for Q2; Revenues Down 13%
SIX FLAGS: Court Grants Final Approval to Cash Collateral Use

SIX FLAGS: Creditors Committee Proposes Brown as Co-Counsel
SIX FLAGS: Creditors Committee Proposes Pachulski as Co-Counsel
SOUTH COUNTY: Moody's Downgrades Long-Term Bond Rating to 'Ba1'
SPANSION INC: May Exit Bankruptcy Before Year Ends
SPANSION INC: To Reject Pact on Apple Suit Dismissal

SPANSION INC: Unseals Financial Projections Filed With SEC
SPGS SPC: S&P Downgrades Ratings on 2006-IA Floating Notes to 'D'
ST THOMAS DEVELOPMENT: Case Summary & 5 Largest Unsec. Creditors
STEVEN SHEEDER: Voluntary Chapter 11 Case Summary
STEWART & STEVENSON: S&P Gives Negative Outlook; Holds 'B' Rating

SUNDANCE KANSAS: Files for Chapter 11 Bankruptcy Protection
TEASLEY LANE NEIGHBORHOOD: Voluntary Chapter 11 Case Summary
SWIFT ENERGY: $107 Mil. Stock Offering Won't Move S&P's B+ Rating
TRIBUNE CO: Court Approves Ernst & Young as Valuator
TRIBUNE CO: Hires Deloitte and Touche as Financial Advisor

TRIBUNE CO: Wants to Assume Metromix LLC Agreement
TRIESTE INVESTMENTS: Wants Case Dismissed; Says It Has No Assets
TROPICANA ENT: Azteca Wants Lift Stay to Pursue Insurance Proceeds
TROPICANA ENT: Carioscia Wants Lift Stay to Pursue State Action
TRUMP ENTERTAINMENT: Files Donald Trump-Backed Chapter 11 Plan

TRUMP ENTERTAINMENT: Bondholders to Contest Donald Trump Takeover
VALMONT INDUSTRIES: Moody's Gives Pos. Outlook; Keeps Ba1 Ratings
VERASUN ENERGY: Files Ch. 11 Liquidation Plan & Disc. Statement
VERASUN ENERGY: Microsoft Wants Payment of Admin. Expense Claim
VERASUN ENERGY: Treatment of Claims Under Chapter 11 Plan

VILLAGE AT OAKWELL: Case Summary & 13 Largest Unsecured Creditors
VINCENZA RESTIANO: Files for Ch 11; To Pay 10% of Unsec. Debts
VINEYARDS PROPERTY: To Seek Dismissal of Chapter 11 Case
VINEYARDS PROPERTY: To Recoup $3.2 Million in Funds From Dincom
VISHAY INTERTECHNOLOGY: S&P Raises Corporate Credit Rating to 'BB'

VISTEON CORP: Kirkland & Ellis Charges $3.26MM for June Work
VISTEON CORP: To Close Lansdale Plant, Cuts 300 Jobs
WADE OFFSHORE: Case Summary & 4 Largest Unsecured Creditors
WOODSIDE GROUP: Alameda Committee Can Employ RHD as Gen. Counsel
WP EVENFLO: Moody's Upgrades Corporate Family Rating to 'B3'

* Consumer Filings Rise to Highest Level Since 2005
* Pending Sales of Existing Homes in U.S. Surge 3.6%
* U.S. Personal Incomes Fall 1.3%, Biggest Drop in 4 Years

* Houlihan Lokey Ranked Among Top M&A Advisors in H1 2009
* Scott Marcus Named One of Top Bankruptcy Attorneys
* Fried Frank Elects Seven New Partners

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

                            *********

38 WALNUT LLC: Case Summary 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 38 Walnut, LLC
        40 South Broadway, Suite 201
        Denver, CO 80209

Bankruptcy Case No.: 09-25860

Chapter 11 Petition Date: August 3, 2009

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: jsb@kutnerlaw.com

Total Assets: $3,342,837

Total Debts: $2,584,192

A list of the Company's 6 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/cob09-25860.pdf

The petition was signed by Peter Barnes, manager of the Company.


ABITIBIBOWATER INC: Gets December 14 Extension of Plan Deadline
---------------------------------------------------------------
AbitibiBowater, Inc., and its affiliates obtained from the U.S.
Bankruptcy Court for the District of Delaware a December 14
extension of its exclusive period to propose a Chapter 11 plan,
and a February 10 extension to solicit acceptances of that plan.

In Abitibibowater's request for an extension, Sean T. Greecher,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, told 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.  Mr. Greecher,
however, said 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.

                   About AbitibiBowater Inc.

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
27 pulp and paper facilities and 34 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 more third-party certified
sustainable forest land than any other company in the world.

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).


ABSPOKE 2005-IC2: S&P Downgrades Ratings on Notes to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the notes
issued by ABSpoke 2005-IC2 Ltd. to 'D' from 'CCC-'.

The downgrade follows a number of recent write-downs of the
underlying reference entities, which has caused the notes to incur
a partial principal loss.

                          Rating Lowered

                       ABSpoke 2005-IC2 Ltd.

                                       Rating
                                       ------
                   Class             To     From
                   -----             --     ----
                   ABSpoke           D      CCC-


ABSPOKE 2005-XII: S&P Downgrades Ratings on Notes to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the notes
issued by ABSpoke 2005-XII B Segregated Portfolio of SPGS SPC to
'D' from 'CCC-'.

The lowered rating follows a number of recent write-downs of the
underlying reference entities, which caused the notes to incur a
partial principal loss.

                           Rating Lowered

       ABSpoke 2005-XII B Segregated Portfolio of SPGS SPC

                                    Rating
                                    ------
                    Class         To      From
                    -----         --      ----
                    VFRN          D       CCC-


ACCENTIA BIOPHARMA: Plan Filing Period Extended to September 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
extended Accentia Biopharmaceuticals, Inc., et al.'s exclusive
period to file a plan until September 30, 2009, and their
exclusive period to solicit acceptances thereof until December 29,
2009.

The Debtors said that they need an extension in order to analyze
thoroughly all of their available restructuring options and assess
the approval process.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.


ACCENTIA BIOPHARMA: Biovest Wants Up to $640,000 in New Loans
-------------------------------------------------------------
Biovest International, Inc., a debtor-affiliate of Accentia
Biopharmaceuticals, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to borrow up to $640,000
in additional advances under its existing secured revolving
facility with Corps Real, LLC, previously approved by the Court,
to fund the costs of seeking regulatory approval of its biological
drugs, payroll, other operating expenses, and costs of
administration, in accordance with a budget.  The DIP Lender has
provided interim financing pursuant to previous interim orders in
the amount of $1,000,000.

The additional advances will be secured by all assets of Biovest,
and the liens will be senior to all prepetition and postpetition
liens of the prepetition lenders and all other parties in the
assets of Biovest.  The DIP lender would also receive a
superpriority administrative claim.

A $40,000 closing fee would be paid to the DIP Lender.  This was
approved by the Court in its prior order granting the Debtor
interim approval of its DIP financing.

The loan will bear interest at 16% p.a.  All amounts due under the
DIP Facility will become due and payable on the earlier of
(i) December 31, 2010, (ii) dismissal of Biovest's Chapter 11
case, (iii) conversion of Biovest's Chapter 11 case to a case
under Chapter 7 of the Bankruptcy Code, or (iv) the effective date
of Biovest's plan of reorganization.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.


ADALTIS INC: Commences Liquidation of Assets; Directors Step Down
-----------------------------------------------------------------
Adaltis Inc. has filed a voluntary assignment in bankruptcy under
the Bankruptcy and Insolvency Act to effect an orderly liquidation
of its assets, property and operations.  The filing of the
assignment in bankruptcy terminates the protection of the Court
granted under the Companies' Creditors Arrangement Act (Canada) on
July 3, 2009.

The directors of the Corporation have resigned.

The implications for creditors and other stakeholders of the
Corporation are not known at this time and will not be known until
the liquidation process is complete.  Operations outside of Canada
are not included in this voluntary assignment in bankruptcy.

RSM Richter Inc. has been appointed as trustee in bankruptcy.

                       About Adaltis Inc.

Adaltis Inc. is an international in vitro diagnostic company with
a mission to become a leading provider of in vitro diagnostic
products in emerging markets, with a particular focus on China.
Adaltis is headquartered in Montreal, with offices in China,
Italy, Mexico, and other parts of the world.


AFFINIA GROUP: S&P Assigns 'B+' Rating on $225 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B+'
issue-level rating and '2' recovery rating to Affinia Group Inc.'s
proposed $225 million senior secured notes due 2016.  The issue
rating (which is one notch higher than the 'B' corporate credit
rating on Affinia) and recovery rating indicate S&P's expectation
that lenders would receive substantial (70% to 90%) recovery of
principal in the event of a payment default or bankruptcy.

The 'B' corporate credit rating on Affinia is unchanged.  The
outlook is negative; however, S&P currently expect to revise the
outlook to stable if Affinia successfully issues the proposed
notes and replaces its existing revolving credit facility due 2010
with a proposed $315 million asset-based lending (ABL) facility.
S&P believes the refinancing would improve liquidity by
eliminating financial covenants that currently restrict the amount
the company can borrow from its revolving credit facility.

Proceeds from the secured notes and initial borrowing under the
proposed ABL facility would be used to replace Affinia's existing
senior secured term loan and revolving credit facilities and to
repay $25 million outstanding under the company's accounts
receivable securitization facility.

Affinia's debt would increase slightly as a result of the proposed
transactions, but in S&P's view, leverage would remain consistent
with S&P's assumptions for the 'B' corporate credit rating.  S&P
has assumed that leverage will remain below 6x, including S&P's
adjustments.  As of March 31, 2009, debt to EBITDA was 5.0x when
debt is adjusted for the present value of operating leases and for
a payment-in-kind seller note issued by Affinia's indirect parent,
unrated Affinia Group Holdings Inc. Pro forma for the proposed
transactions, this ratio would have been 5.2x.

The ratings on Ann Arbor, Mich.-based Affinia reflect the
company's highly leveraged balance sheet, currently thin liquidity
caused by restrictive financial covenants, and participation in
the intensely competitive auto aftermarket components industry.
These weaknesses more than offset Affinia's fair geographic
diversity and improving profitability resulting from a multiyear
restructuring program, which is now largely complete.

Nearly all of Affinia's sales come from supplying parts to the
replacement aftermarket, so the company is not exposed to the
volatile and declining production schedules of the U.S.-based
automakers.  However, the auto aftermarket is intensely
competitive and vulnerable to substitution by low-cost imports, as
well as to fluctuations in consumer demand.  Volatile raw material
costs are also a risk, although recent declines in key commodity
prices may alleviate this pressure for the near term.

Industry growth is sluggish, and S&P's ratings reflect the
assumption that this will remain the case for at least the rest of
2009 and much of 2010 because of the weak U.S. economy.
Furthermore, demand for Affinia's products is tied to miles
driven, which is susceptible to higher fuel prices.  According to
the Federal Highway Administration, miles driven were up slightly
in April and May compared to those of a year earlier, after being
down significantly in the first quarter of 2009.  Through the
first five months of 2009, miles driven were down 0.8% year over
year, or 9.9 billion vehicle miles.

To address the threat of foreign competition and eliminate excess
manufacturing capacity, Affinia has closed numerous plants in
North America and Europe while increasing production and
outsourcing in lower-labor-cost countries such as China, India,
Mexico, and Ukraine.  The multiyear restructuring plan is nearing
completion and remains on target for projected cost savings.  This
has helped Affinia improve its EBITDA margin to 7.7%, including
S&P's adjustments, for the 12 months ended March 31, 2009, from
about 6.7% a year earlier.  S&P's ratings reflect the assumption
that this margin improvement is sustainable and could improve as
more production shifts to Mexico and Asia.  However, a key factor
is the company's ability to maintain pricing in the face of lower
raw material costs and high competition.  In S&P's view, Affinia
has successfully raised prices in excess of raw material increases
in recent years.

                           Ratings List

                        Affinia Group Inc.

      Corporate credit rating                B/Negative/--

                            New Rating

           $225 mil.  sr.  secured notes            B+
               Recovery Rating                      2


ALPHA NATURAL: Foundation Merger Cues S&P to Raise Rating to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services said it took various ratings
actions in conjunction with the closing of the previously
announced merger of Alpha Natural Resources Inc. and Foundation
Coal Holdings Inc.

S&P raised the existing senior unsecured debt at Alpha Natural
Resources to 'BB' (the same as the corporate credit rating) from
'B+', and revised the recovery rating to '4' from '5'.  The '4'
recovery rating indicates S&P's expectation of average (30%-50%)
recovery in the event of a payment default.  At the same time, S&P
raised the rating on the existing senior unsecured debt at
Foundation PA Coal Co.  LLC (guaranteed by Foundation Coal Corp.)
to 'BB' (the same as the corporate credit rating) from 'B', and
revised the recovery rating on that debt to '3' from '6'.  The '3'
recovery rating indicates S&P's expectation of meaningful (50%-
70%) recovery in the event of a payment default.

S&P also withdrew the corporate credit and senior secured debt
ratings at Alpha Natural Resources Inc. and raised the corporate
credit rating on Alpha (AKA Foundation Coal) to 'BB' from 'BB-'.
At the same time, S&P removed all ratings from CreditWatch with
negative implications, where they had been placed on May 12, 2009.
The outlook is stable.

"The higher rating reflects S&P's assessment that the combination
of Alpha's somewhat diversified portfolio of assets and expected
moderate financial policy, will result in credit measures being
maintained at a level that S&P would consider in line with the
rating over the intermediate term," said Standard & Poor's credit
analyst Maurice Austin, "despite recent coal market weakness due
to the global economic slowdown."  Specifically, S&P expects 2009
and 2010 adjusted EBITDA to exceed $750 million, resulting in
adjusted debt to EBITDA being maintained below 2.5x, a level S&P
would consider consistent with a 'BB' rating.  "This reflects
S&P's opinion that the company will achieve slightly higher
production levels in 2010 than 2009," added Mr. Austin.  In
addition, the rating incorporates S&P's assessment that Alpha's
liquidity position has been enhanced with close to $1 billion in
cash and revolver availability as of June 30, 2009.


AMCORE FINANCIAL: Fitch Changes Issuer Default Rating to 'C'
------------------------------------------------------------
Fitch Ratings has revised AMCORE Financial, Inc.'s long-term
Issuer Default Rating and short-term IDR to 'C' from 'RD'.  A
complete list of all ratings follows at the end of this release.

AMFI announced yesterday that it has received a waiver of its
default on its parent credit facility with JPMorgan Chase Bank,
N.A, thereby curing its technical default.  AMFI remains under
considerable financial pressure, reflected in the long-term IDR of
'C.' Ratings of 'C' indicate that there are exceptionally high
levels of credit risk, and default appears imminent or probable.

Fitch's downgrade of AMCORE Bank N.A. reflects the two regulatory
agreements remain in place.  The holding company is under a
Written Agreement with the Federal Reserve Bank of Chicago, which
requires the holding company to provide a Capital Plan within 60
days and not pay any interest on parent level debt, among other
things.  AMCORE Bank N.A. is under a Consent Order with the Office
of the Comptroller of the Currency requiring the bank to achieve
these capital ratios by September 30, 2009: tier I leverage of 8%,
tier I risk-based of 9%, and total risk-based capital ratios of
12%.  On June 30, 2009, these ratios were 4.19%, 6.06%, and 8.78%,
respectively.  Fitch estimates that this would necessitate
additional capital of approximately $190 million or conversely a
reduction of $1 billion in risk-weighted assets over the next
quarter, which appears unattainable.  As such, Fitch anticipates
that it will be extremely difficult to meet the capital targets
set forth in the Consent Order as there are limited resources
available to aid the bank in meeting those guidelines.  Placing
further pressure on the ratings at the bank and underlying the
downgrade of the bank level ratings, the parent company is not in
a position to inject capital into the bank.  Parent company
liquidity is further weakened after the parent paid off
$7.5 million on the $20 million outstanding under its bank line.
This represents an incremental amount of capital that could have
been injected into the bank to buttress capital ratios which is
now no longer available.

Previous rating actions have centered on AMFI's weak asset
quality, pressured capital and parent company liquidity positions,
and increased reliance on wholesale funding.  The ratings at the
bank and holding company highlight Fitch's view that AMFI remains
under significant financial pressure.

Fitch has taken these rating actions:

AMFI

  -- Long-term IDR to 'C' from 'RD';
  -- Short-term IDR to 'C' from 'RD';
  -- Individual affirmed at 'E';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

AMCORE Bank, N.A.

  -- Long-term IDR downgraded to 'C' from 'CC';
  -- Short-term IDR affirmed at 'C';
  -- Individual affirmed at 'E';
  -- Long-term deposits downgraded to 'CC/RR3' from 'CCC/RR3';
  -- Short-term deposits affirmed at 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.


AMERICAN COMMUNITY: Creditors Committee Wants Case Dismissed
------------------------------------------------------------
The official committee of unsecured creditors of American
Community Newspapers LLC is asking the Bankruptcy Court to dismiss
the Company's Chapter 11 case.  According to Carla Main at
Bloomberg, the Committee argues that "the debtors' cases were
never commenced with the intention or purpose of pursuing a
Chapter 11 plan process."  The process, according to the
creditors' group, was "dictated" by an "unwillingness to fund
these cases beyond an expedited sale process" in which the lenders
could "wash their collateral" through a bankruptcy sale."  A
hearing is scheduled on the motion for August 21 at 11:30 a.m.

As reported by the TCR on July 28, American Community has asked
the Court to convert its bankruptcy case to a liquidation under
Chapter 7.  The Debtor says that it has no funds to maintain its
Chapter 11 case.

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

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

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


AMERICAN NATURAL: Raises $2 Mil. in Private Placement Financing
---------------------------------------------------------------
American Natural Energy Corporation said during the period
subsequent to July 28, 2009, it has sold an additional 12,666,668
shares of its common stock to complete its private placement
financing.  Together with the sale of 53,999,998 shares of its
common stock, ANEC sold a total of 66,666,666 shares for an
aggregate cash consideration of $2 million in the private
placement financing.

ANEC paid finder's fees to two finders in the subsequent period in
the aggregate amount of $23,040 in cash and 1,280,000 share
purchase warrants of ANEC, each such warrant exercisable into one
share of common stock of ANEC for a period of one year at a price
of $0.05 per share.

The securities were issued in reliance upon the exemption from the
registration requirements of the US Securities Act of 1933, as
amended, afforded by Regulation D and Section 4(2) and pursuant to
Regulation S under the Act.  The securities may not be reoffered
or resold by the purchasers absent registration under the Act or
an applicable exemption from the registration requirements of the
Act.  In addition, the securities are subject to a hold period
and, subject to compliance with the requirements of the Act, may
not be traded until November 29, 2009, except as permitted by
Canadian securities legislation and the TSX Venture Exchange.

On July 23, ANEC agreed to re-purchase its remaining outstanding
8% Secured Debenture debt totalling $2.9 million and an additional
$780,000 of accrued interest with various holders with the payment
of $256,000 and the issuance of 11,623,778 shares of its common
stock at a deemed price of US$0.03 per share.  The issuance of the
shares is subject to the acceptance for filing of the regulatory
authorities.

ANEC said the securities to be issued and sold in settlement of
ANEC's outstanding Debenture debt will not be registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act.  Pursuant to TSX
Venture regulations, the 11,623,778 shares being issued will be
subject to a hold period expiring on the date which is 4 months
and a day from the date of the their issuance.

                   About American Natural Energy

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2009,
Malone & Bailey, PC, in Houston, Texas, the independent registered
public accounting firm of American Natural Energy Corporation
raised substantial doubt about the Company's ability to continue
as a going concern.

American Natural Energy has sustained substantial losses in 2008
and 2007, totalling approximately $61,000 and $3.2 million, and
had a working capital deficiency at December 31, 2008, of
approximately $20.3 million.  Production from the Company's
drilling program increased during 2008 compared to 2007; however,
its revenue has not been sufficient to fund operations.

As of December 31, 2008, American Natural Energy does not have any
available borrowing capacity under existing credit facilities, and
its current assets are $154,000 compared with current liabilities
of $20.4 million.  American Natural Energy's current liabilities
include approximately $10.8 million of secured indebtedness, which
was due September 2006 and is currently in default and accounts
payable, revenues payable, notes payable, and other current
obligations aggregating to approximately $9.6 million.


ANCHOR BLUE: Court OKs Anchor Chain Sale to Term Loan Lenders
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the asset purchase agreement dated
May 27, 2009, by and among, Anchor Blur Retail Group Inc. and its
debtor-affiliates, and Ableco Finance LLC.

Ableco Finance, on behalf of the prepetition term loan lenders,
agreed to purchase the Anchor Blue store chain for $16.75 million
under the agreement.

As part of the transaction, about $2,801 will be set aside from
the proceeds of the sale by the Debtors to the Lewisville Indepent
School District.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?40b4

Levi Strauss & Co., in July 2009, completed the acquisition of 73
Levi's(R) and Dockers(R) Outlets by MOST stores that were licensed
to Anchor Blue Retail Group, Inc.  The purchase price was $72
million, subject to certain post-closing adjustments.

Prior to the sale of its two units, Anchor Blue closed 46
underperforming stores and signed a deal with a liquidator to
conduct GOB sales for those stores.

                  About Anchor Blue Retail Group

Anchor Blue Retail Group is the holding company for two
subsidiaries -- Anchor Blue Division and Levi's(R) & Dockers(R)
Outlet by MOST Division.  Anchor Blue is a specialty retailer of
casual apparel and accessories for the teenage and young adult
markets.  Founded in 1972, the Company has 177 stores in 12
states.  Anchor Blue offers a great assortment of well-priced
fashion basics with West Coast style in a fun environment.  MOST
is an outlet store retailer that holds the exclusive U.S. license
for Levi's(R) Outlet & Dockers(R) Outlet Stores.  Known for its
denim apparel and reasonable prices, MOST operates 74 stores
across the U.S.

Anchor Blue Retail Group Inc. and four of its affiliates filed for
Chapter 11 protection on May 27, 2009 (Bankr. D. Del. Lead Case
No. 09-11770).  Chun I. Jang, Esq., and Jason M. Madron, Esq., at
Richards Layton & Finger P.A., represent the Debtors' in their
restructuring efforts.  In its petition, Anchor Blue listed assets
and debts between $100 million to $500 million.


ANNIE LEIBOVITZ: Bankr. Filing May Be Better Option, Expert Says
----------------------------------------------------------------
Art Capital Group Inc., in September 2008, gave celebrity
photographer Annie Leibovitz access to a $24 million loan, backed
by rights to her photograph and real estate in New York.  Their
agreement was that Art Capital would be the "irrevocable,
exclusive agent" for the sale of her works and property for the
loan's length and for two years after she pays it off.

Ms. Leibovitz has been unable to pay off the loan.  Art Capital is
now suing Ms. Leibovitz before the New York State Supreme Court,
New York County, in Manhattan (Case No. 09-602334), for breach of
contract, claiming that Ms. Leibovitz has not cooperated with the
sale of her photographs and has not granted access to the real
estate backing the loans.

According to Bloomberg News, Thomas Kline, Esq., a partner at
Andrews Kurth, which specializes in art law and litigation, said
that filing for bankruptcy rather than challenging the lawsuit,
may be better legal strategy for Ms. Leibovitz.

Mr. Kline, Bloomberg relates, said that while a bankruptcy filing
would make Ms. Leibovitz's finances public, it would stay the
lawsuit while she considers her options.  According to Mr. Kline,
the bankruptcy court may be "may be more attuned to fairness
issues with regard to her and to all her creditors."

Star & Co., is Ms. Leibovitz's financial advisor.

Annie Leibovitz, 59, is the creator of famous photographs
including a nude of John Lennon in a fetal position with Yoko Ono,
and a portrait of a pregnant, naked Demi Moore published on the
cover of Vanity Fair magazine.


ANTEBELLUM BUILDERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Antebellum Builders, Inc.
        105 Edgewater Court
        Warner Robins, GA 31088

Bankruptcy Case No.: 09-52437

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Email: wjboyer_2000@yahoo.com

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

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

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

         http://bankrupt.com/misc/gamb09-52437.pdf

The petition was signed by John L. Lucas Sr.


APPALACHIAN OIL: Asks for $550,000 Hike in Greystone DIP Facility
-----------------------------------------------------------------
Appalachian Oil Co. and Greystone Business Credit II, L.L.C.,
jointly ask the U.S. Bankruptcy Court for the Eastern District of
Tennessee for authority to enter into a fourth amendment
increasing the maximum amount allowable to be borrowed under the
postpetition financing arrangement that Greystone agreed to
provide to Appalachian Oil from $3,350,000 to $3,900,000, to fund
continuing operations of the Debtor, and to extend the maturity
thereof from July 26, 2009, until August 30, 2009.

The Debtor discloses that the official committee of unsecured
creditors of the Company does not object to the increase in the
DIP facility.

                    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.


APPLIED SOLAR: Has DIP Financing, Stalking Horse Bid From Quercus
-----------------------------------------------------------------
Applied Solar, Inc., obtained a secured, superpriority debtor-in-
possession financing facility from The Quercus Trust.  The DIP
financing provides the Company with working capital that the
Company estimates will be sufficient to take it through its
bankruptcy proceeding currently pending in Delaware bankruptcy
court.  The DIP financing has received approval on an interim
basis by the Delaware bankruptcy court, and is subject to final
approval in the coming weeks.

In addition, the Company has entered into an asset purchase
agreement with Quercus APSO, LLC, an affiliate of The Quercus
Trust, which provides for the purchase of substantially all of the
assets of the Company and its wholly-owned subsidiary, Solar
Communities I, LLC, for consideration consisting of the assumption
or waiver of certain indebtedness owed by the Company to The
Quercus Trust, the assumption of certain of the Company's
obligations to third parties and cash.  The asset purchase
agreement is subject to approval of the bankruptcy court and
certain other contingencies and conditions.

David Field, the Company's President and Chief Executive Officer
commented, "We are extremely pleased to have reached these
arrangements with The Quercus Trust, our company's largest lender
and investor during the past two years. Our DIP financing will
allow us to continue operations during this critical time while
our company is restructured and the asset purchase agreement
provides a blueprint for the restructuring."

Parties interested in submitting a bid for the purchase of the
Company's assets should contact the Company's general counsel at
858.909.4080.


ARCLIN US: Gets Initial OK to Access First Lien Lenders' DIP Loan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Arclin US Holdings Inc. and other U.S. based
units to:

   -- obtain secured postpetition financing; and to guarantee the
      payment of each Debtors', and Arclin Canada Ltd.'s and
      certain of its Canadian affiliates obligations;

   -- use cash collateral in which any prepetition first lien
      lenders or prepetition second lien lenders have an interest;
      and

   -- grant the DIP lenders valid and enforceable perfected senior
      liens in all assets securing the Debtors' obligations; and
      DIP junior liens on all other assets of the Debtors and each
      of the Debtors' direct and indirect subsidiaries.

A final hearing on the DIP financing is set for August 31, 2009,
at 4:00 p.m. (Prevailing Eastern Time) at the U.S. Bankruptcy
Court for the District of Delaware, Bankruptcy Court, 824 North
Market Street, 5th Floor, Courtroom 5, Wilmington, Delaware.
Objections, if any, are due on Aug. 18, 2009, at 12:00 p.m.

The DIP financing of up to $25 million will be provided by certain
of the Debtors' prepetition first lien lenders.  The Debtors have
an immediate need to obtain the DIP Facility to permit operation
of their businesses.

Arclin Canada, a CCAA Debtor, and Arclin US are borrowers, and the
remaining Debtors and CCAA Debtors are guarantors under a certain
credit loan agreement dated as of July 10, 2007, with UBS
Securities LLC, as lead arranger and syndication agent, UBS Loan
Finance LLC, as US swingline lender, UBS AG Canada Branch, as
Canadian swingline lender, the Canadian issuing bank from time to
time party thereto, and UBS AG, Stamford Branch, as US issuing
bank, administrative agent for the first lien lenders and as
collateral agent.  As of Arclin's petition date, the Debtors owe
$204,132,994 to the first lien lenders.  The Debtors granted the
first lien lenders first priority and continuing pledges, liens
and security interest in substantially all of the Debtors'
property and assets to secure the first lien indebtedness.

The Debtors related that they owe $30,000,000 to the second lien
lenders.  The Debtors granted the second lien lenders first
priority and continuing pledges, liens and security interest to
secure the first lien indebtedness.

                Salient Terms of the DIP Financing

Borrowers:               Arclin US Holding and Arclin Canada Ltd.

Guarantors:              The guarantors under the first liean
                         credit facility

Administrative Agent:    UBS

DIP Arrangers:           Black Diamond Commercial Finance, L.L.C.
                         and UBSS

Collateral Agent:        UBS

Syndication Agent:       UBSS

DIP Lenders:             Some or all of the lenders under the
                         first lien credit facility

Type and Amount of DIP
Facility:                $25 million senior secured, superpriority
                         revolving credit facility; $15 million
                         available upon entry of the interim order
                         and an interim order in the Canadian
                         Court authorizing and approving the DIP
                         facility.

Use of Proceeds:         The proceeds of the DIP loans will be
                         subject to and used in a manner
                         consistent with the budget to (i) fund
                         postpetition operating expenses; (ii) pay
                         certain administrative expenses; (iii)
                         pay court approved critical vendors; and
                         (iv) make other court approved payments.

Interest Rate:           Alternate Base rate plus 7.0%; adjusted
                         LIBOR rate plus 6.0% and default rates
                         increase by 2.0%

Maturity and Extension:  December 1, 2009, which may be extended
                         by up to two distinct three-month periods
                         with the approval of the administrative
                         agent, the DIP arrangers, and the
                         required lenders.

Fees:                    Initial Fee: 2.0% of the DIP Commitment
                         Reduction Fee: 2.0% of the amount of any
                         permanent reduction of the DIP commitment
                         Exit Fee: 2.0% of the amount of the DIP
                         Commitment as of the maturity date
                         Commitment Fee: 1.5% per annum will
                         accrue on the unused amounts of the DIP
                         commitment

Events of Default:       Usual and customary

                  About Arclin US Holdings, Inc.

Arclin's U.S. companies -- Arclin US Holdnigs, Inc.; Marmorandum
LLC; Arclin Chemicals Holding Inc.; Arclin Industries U.S.A., Inc;
Arclin Fort Smith Inc., Arclin U.S.A. Inc.; and Arclin Surfaces
Inc. -- filed voluntary petitions for Chapter 11 on July 27, 2009
(Bankr. D. Del. Lead Case No. 09-12628).  Frederick Brian Rosner,
Esq., at Messana Rosner & Stern, LLP, serves as counsel for the
Debtors. Dechert LLP is co-counsel while Alvarez & Marsal
securities LLC is the investment banker.  Kurtzman Carson
Consultants LLC serves as claims and noticing agent.
The petition says that Arclin US's assets and debts are between
$100,000,001 and $500,000,000.

Arclin's Canadian companies also made a filing with the Ontario
Superior Court of Justice and have obtained an Initial Order
authorizing Arclin to reorganize under the Companies' Creditors
Arrangement Act.  Ernst & Young serves as CCAA monitor.

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


ASARCO LLC: Court Denies New Trial in Suite vs AMC
--------------------------------------------------
The U.S. District Court for the Southern District of Texas has
denied Americas Mining Corporation's request to alter or amend
Judge Andrew S. Hanen's final judgment on the dispute on the
transfer of certain stocks of Southern Peru Copper Company, now
known as Southern Copper Corporation, to AMC.  The District Court
has also denied the request for a new trial under Rules 59(a) and
(e) of the Federal Rules of Civil Procedure.

In a 21-page memorandum and order, Judge Hanen held that AMC
planned, ordered, and engineered the transfer of ASARCO's "crown
jewel" -- the SPCC stock -- and then reaped the benefits of the
illicit transfer.   AMC was aware of the fiduciary duty owed by
ASARCO's directors and was on notice that the transfer would be
considered a violation of that duty, the District Court noted.

"For AMC to claim immunity from liability for these wrongful
actions simply because, rather than directly effecting the
transfer itself, AMC accomplished its goals by inducing ASARCO's
inside directors, over whom AMC had total control, to breach
their fiduciary duty to ASARCO's creditors, is contrary not only
to law, but to principles of equity and any plausible notion of
ethical conduct," Judge Hanen said.  "AMC knew what it was doing,
it was warned by both its legal and financial experts before the
fact that its plan, which it carried out by means of its
agreement with ASARCO's directors, would be viewed as a
fraudulent transfer, yet AMC nonetheless plunged ahead and
implemented its plan," he added.

                 ASARCO Wants to Seal Document

ASARCO LLC asks the Court to place under seal an e-mail
containing information protected by confidentiality provisions in
ASARCO's settlement agreements with its insurers.  ASARCO says it
inadvertently filed the document without placing it under seal at
the inception of the adversary proceeding.  The e-mail contains
amounts of settlements between ASARCO and its insurers.

The Court grants ASARCO's request.

                       Parties Stipulate

Parties to the adversary proceeding jointly stipulate that
certain excerpts of certain depositions were submitted to the
Court for review and consideration during the course of the
trial, and were admitted as substantive evidence as if the
witnesses had testified live.  The Plaintiffs submitted certain
excerpts to support the admission of certain exhibits, and the
testimony was admitted.  Any exhibits referenced in the
deposition excerpts and submitted to the Court are also included.

The Court held that the joint stipulation was an appropriate
means of ensuring that the deposition excerpts and exhibits were
properly included in the appellate record.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Fireman's Fund Appeals Aviva Settlement Order
---------------------------------------------------------
Fireman's Fund Insurance Company wants the U.S. District Court
for the Southern District of Texas to determine whether the U.S.
Bankruptcy Court for the Southern District of Texas erred as a
matter of law in approving the Debtors' settlement agreement with
insurance carrier, Aviva Canada Incorporated, insofar as the
request for approval, the Aviva Settlement Agreement and the
Aviva order:

  (1) fail to adequately protect FFIC's state law rights under
      its policies and under applicable law, rights which are
      impaired by the Aviva Motion, Aviva Settlement Agreement,
      and Aviva Order;

  (2) fail to adequately protect FFIC's rights to a full and
      fair adjudication of the suit captioned ASARCO, Inc., Lac
      d'Amiante du Quebec Ltee and Capco Pipe Co., Inc. v.
      Allianz International Insurance Company, Ltd., et al.,
      pending in the 105th District Court of Nueces County,
      Texas, rights which are impaired by the Aviva Motion,
      Aviva Settlement Agreement, and Aviva Order;

  (3) fail to adequately protect FFIC's rights under otherwise
      applicable law, including any rights that FFIC may have
      against Aviva for setoff, subrogation, indemnity,
      contribution and recoupment of any kind in connection with
      their respective insurance coverage obligations, if any,
      to ASARCO, in respect of asbestos-related claims, which
      said Contribution Rights are impaired by the Aviva Motion,
      Aviva Settlement Agreement and Aviva Order;

  (4) fail to adequately protect FFIC's claims against, and
      interests in, the Insurance Policies, in violation of
      Section 363 of the Bankruptcy Code; and

  (5) effect an unconstitutional taking in violation of FFIC's
      rights under the Fifth Amendment to the United States
      Constitution.

FFIC also wants the District Court to review the matter on the
Aviva Motion and the Aviva Settlement Agreement prejudicing
FFIC's rights and thus, preclude a finding of good faith as
required under Section 363 in order for the Aviva Motion and the
Aviva Settlement Agreement to be approved.

The Bankruptcy Court's order dated July 7, 2009, approved the
Debtors' settlement agreement with insurance carrier, Aviva
Canada Incorporated.  Among other things, the settlement provides
that Aviva will buy back its insurance rights for $1,150,000,
which funds have been paid and deposited by ASARCO LLC into an
interest-bearing segregated account.

Certain London market insurers severally subscribed each in its
own proportionate share certain policies purchased by ASARCO LLC
and provide insurance to ASARCO and its subsidiaries.  Aviva
Canada Incorporated's successors-in-interest, Simcoe & Erie
General Insurance Company and Gan General Insurance Company,
subscribed to certain of those policies.

To obtain an adjudication of its rights for coverage with respect
to asbestos-related claims under the Policies, ASARCO LLC, CAPCO
Pipe Company, Inc., and Lac d'Amiante du Quebec Ltee, sued the
Subscribing LMIs, among other insurance companies, in May 2001,
in a lawsuit now captioned Asarco Incorporated, et al. v.
Fireman's Fund, et al., in the District Court of Nueces County,
105th Judicial District, in Texas.  Gan General Insurance was
named as a defendant in the Texas Coverage Action.

In July 2006, ASARCO, the Future Claims Representative, the
Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors and participating LMIs entered into an
agreement to settle and release all claims and insurance rights
relating to the subscribed insurance policies, including the
Aviva Policies.  The Participating LMI Settlement Agreement,
which was approved by the Court on September 14, 2006, required
the Participating LMI to pay ASARCO approximately 80% of the
outstanding policy limits for the policies associated with the
settling insurance carriers.

Pursuant to the Settlement, Aviva and ASARCO agreed to resolve
their dispute regarding the Aviva Policies under substantially the
same terms and conditions as approved by the Court under the
Participating LMI Settlement Agreement.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Plainfield Reserves Right to Seek Interest Payment
--------------------------------------------------------------
Plainfield Special Situations Master Fund Limited reserves its
rights with respect to the Sixth Amended Joint Plan of
Reorganization filed by ASARCO LLC and certain subsidiaries.
Plainfield holds Trade and General Unsecured Claims, Bondholders'
Claims, Toxic Tort Claims and Previously Settled Environmental
Claims against the Debtors.

Mark E. MacDonald, Esq., at MacDonald + MacDonald, P.C., in
Dallas, Texas, contends that the Debtors' Plan improperly limits
payment of postpetition interest to the Plan Rate, which is
defined as the federal judgment rate, and requires any claimant
seeking payment of (i) postpetition interest at a rate other than
the Plan Rate, and (ii) payment of attorneys' fees and other
costs and expenses associated with the holder's Claim to file a
motion seeking that relief within 30 days after the Plan's
effective date.

Plainfield believes that it is entitled under applicable law to
payment of postpetition interest at the rate provided by its
contract with the Debtors, or if no rate is set forth in the
contract, at the applicable state judgment rate of interest as
well as payment of certain attorneys' fees and costs associated
with its claims.

Accordingly, Plainfield intends to timely file a motion seeking
payment relief.  In the meantime, Plainfield wants to clarify
that by not objecting to the confirmation of the Debtors' Plan,
it is not waiving its right to seek that relief.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Unit Employees Wary of Grupo Mexico Takeover
--------------------------------------------------------
As widely reported, Grupo Mexico lost its control over ASARCO
when ASARCO filed for bankruptcy protection in 2004.  Grupo
Mexico's subsidiaries, Asarco Incorporated and Americas Mining
Corporation, has filed a plan of reorganization in the Debtors'
cases in a bid to take ASARCO back on Grupo Mexico's fold.

In a letter addressed to Judge Schmidt, employees and families of
ASARCO LLC' Mission & Silver Bell Units expressed concern
regarding their future at ASARCO, specifically if Grupo Mexico
SAB de C.V. would take possession of ASARCO.

The Mission & Silver Bell Employees ask Judge Schmidt take their
case into consideration in making the final decision on ASARCO
LLC's bankruptcy proceedings.

A full-text copy of the Letter containing the signatures of the
Employees is available for free at:

  http://bankrupt.com/misc/ASARCO_Employees_Letter_072209.pdf

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


AVAGO TECHNOLOGIES: S&P Puts 'BB-' Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
corporate credit rating on Avago Technologies Finance Pte. Ltd. on
CreditWatch with positive implications, following an announcement
that its parent, Avago Technologies Ltd., had filed for an IPO of
common stock.  A portion of the proceeds of the offering would be
used to repurchase approximately $225 million of the company's
long-term debt.

Pro forma for the transaction, Singapore-based Avago's annualized
adjusted debt leverage for the April 2009 quarter (ended May 3)
was about 2.1x, while the company has good liquidity-about
$241 million cash and full availability in a $315 million
revolving credit agreement.

"We will review Avago's business prospects over the intermediate
term and its ongoing financial policies in resolving the
CreditWatch," said Standard & Poor's credit analyst Bruce Hyman.


BANK OF AMERICA: Court Refuses to OK Firm's Settlement With SEC
---------------------------------------------------------------
Jess Bravin at The Wall Street Journal reports that U.S. District
Judge Jed S. Rakoff has refused to sign off on a consent decree
between the U.S. Securities and Exchange Commission and Bank of
America Corp.

As reported by the Troubled Company Reporter on August 4, 2009,
the SEC had charged BofA for misleading investors about billions
of dollars in bonuses that were being paid to Merrill Lynch & Co.
executives at the time of its acquisition of the firm.  BofA
agreed to settle the SEC's charges and pay a penalty of
$33 million.

The SEC and BofA had sought the judge's approval for the
settlement, says The Journal.

According to The Journal, Judge Rakoff said that approving the
agreement without a hearing would leave the public in the dark
regarding a key aspect of the Wall Street bailout.  The proposed
settlement "in no way specifies the basis for the $33 million
figure or whether any of this money is derived directly or
indirectly from the $20 billion in public funds previously
advanced to Bank of America as part of its 'bailout,'" the report
quoted Judge Rakoff as saying.  The Journal states that Judge
Rakoff then set a hearing for August 10 over the SEC's charges
against BofA.

                       About Bank of America

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

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

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

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


BALLY TOTAL: Authorized to Use Cash Collateral Until Oct 2
----------------------------------------------------------
Following a 10th preliminary hearing, Judge Burton Lifland
authorized the Debtors, on an interim basis, to use their cash
collateral in accordance with their budget, consisting of a
consolidated 11-week forecast from the period from July 24 to
October 2, 2009.

The Court allowed the Debtors to use the Cash Collateral for
general corporate purposes and costs and expenses related to the
Chapter 11 cases from the Petition Date through the earlier of (a)
the date a further order is entered granting or denying the Motion
and (b) 11:59 p.m., Eastern Time, on September 17, 2009.

The Cash Collateral may be used during the Specified Period solely
up to the amounts, not to exceed 115% of the amounts set forth in
the Budget on a cumulative, aggregate rolling basis.  The
authorization for the Debtors' use of the Cash Collateral will
terminate at the expiration of the Specified Period, according to
the Court.

The Court authorized, but not directed, Wells Fargo Foothill, LLC,
as revolving credit agent to the Credit Agreement among the
Debtors, Morgan Stanley Senior Funding, Inc., and the CIT
Group/Business Credit, Inc., to extend, amend, replace, renew
or reissue any Letter of Credit outstanding under the Agreement as
of the Petition Date, provided that:

  (i) the aggregate face amount of the sum of Letters of Credit
      outstanding after any Amendment does not exceed the
      aggregate face amount of the L/Cs outstanding as of the
      Petition Date; and

(ii) the Amendment is on substantially the same terms and
      conditions as any L/Cs outstanding under the Agreement as
      of the Petition Date.

No action taken by the Revolving Agent will adversely affect the
validity of the claims, or the validity and priority of the liens
of the Senior Secured Creditors in the Chapter 11 cases, the Court
ruled.

From and after the Petition Date, the Debtors may pay, in
accordance with the Court-approved interim compensation
procedures, the expenses and fees of the professionals retained by
the Debtors and the Official Committee of Unsecured Creditors to
the extent that the fees and expenses are in accordance with the
Budget.

A full-text copy of Bally II's 10th Interim Cash Collateral
Order is available for free at:

  http://bankrupt.com/misc/BallyII_10thInterimCashCollOrder.pdf

Judge Lifland will convene a hearing to consider the Debtors' Cash
Collateral Motion, on a final basis, on September 17, 2009.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Supplements to Amended Chapter 11 Plan
---------------------------------------------------
In light of the U.S. Bankruptcy Court for the Southern District of
New York's approval of the First Amended Disclosure Statement
filed by Bally Total Fitness Holding Corporation and its 42
debtor-affiliates, the Debtors submitted to Judge Burton R.
Lifland supplements to their First Amended Joint Plan of
Reorganization.

The Plan Supplements are:

  (a) a list of executory contracts and unexpired leases to be
      rejected, a full-text copy of which is available for free
      at:

http://bankrupt.com/misc/BallyIIPlan_RejectedContracts&Leases.pdf

  (b) a list of Contracts and Leases to be assumed, along with
      designated cure amounts, a full-text copy of which is
      available for free at:

  http://bankrupt.com/misc/BallyIIPlan_AssumedContracts&Leases.pdf

  (c) a summary of Bally II's restructuring transactions, a
      full-text copy of which is available for free at:

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

  (d) a copy of Amended and Restated Certificates of
      Incorporation of the Reorganized Debtors, a full-text copy
      of which is available for free at:

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

  (e) a copy of the New Bally Warrant Agreement, a full-text
      copy of which is available for free at:

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

  (f) a list of Initial Directors of Reorganized Bally, a full-
      text copy of which is available for free at:

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

  (g) a copy of Shareholder Agreement of Reorganized Bally, a
      full-text copy of which is available for free
      at:

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

The Debtors' First Amended Plan will come before the Court for
confirmation at a hearing on August 19, 2009, at 10:00 a.m.,
Eastern Standard Time.  Parties have until August 7 to file
objections to the Plan.

               MDOR Objects to Plan Confirmation

The Missouri Department of Revenue argues that the Amended Plan
should not be confirmed because it provides for annual installment
payments for priority tax claims but fails to state when the
payments will commence.

The Department's Special Assistant Attorney General Steven A.
Ginther, Esq., relates that the Department has filed priority tax
claims against the Debtors for withholding, sales and franchise
tax liabilities, and suggests that payments should be made on a
quarterly basis, commencing within 30 days of either the effective
date or the date in which the Claims are allowed.

Mr. Ginther points out that Section 511(a) of the Bankruptcy Code
provides that the payment of interest to enable a creditor to
receive the present value of the allowed amount of a tax claim
will be at the interest rate determined under applicable non-
bankruptcy law.  Under Missouri law, the current interest rate set
for delinquent taxes is 5%, he says.

Moreover, the Debtors' Amended Plan makes no provision in the
event of default of payments under the Plan.  Accordingly, Mr.
Ginther says, the Plan should provide that in the event that the
MDOR's Claims are not paid in accordance with the Plan, the
Debtors will be in default.  The MDOR will provide the Debtors
with a notice of the default by mail.  If default is not made good
within 15 days after notification, the entire principal and
accrued interest will at once become due and payable without
further notice, he said.

Thereafter, the MDOR will proceed with remedies, consisting of (i)
the enforcement of the entire amount of its Claims under Missouri
law; and (ii) the exercise of its rights and remedies under
Missouri law.


BALLY TOTAL: To Renew Standard Funding Agreement
------------------------------------------------
In the ordinary course of business, the Debtors maintain various
insurance policies providing coverage for, among other things,
property, workers' compensation, general liability, excess
liability, automobile liability, directors' and officers
liability, and flood and temporary disability.

As of the Petition Date, the Debtors were party to only one
prepetition premium finance agreement with Standard Funding Corp.,
dated August 4, 2008, that financed the Debtors' property
insurance, covering:

  * property owned by the Debtors, including buildings,
    equipment, and improvements in the event of damages caused
    by windstorm, flood, fire, earthquake and other perils; and

  * loss of revenue due to business interruption if a club is
    closed for an extended period of time due to the property
    damage covered by the Property Insurance.

By this motion, the Debtors seek the Court's permission to renew
the Prepetition PFA with Standard Funding and incur secured debt
from Standard Funding for the purpose of financing the Debtors'
property insurance premiums provided by Lexington Insurance
Company as of the Petition Date.  The Prepetition Property Policy
is maintained at an annual premium cost of $1,283,000 and expired
on July 30, 2009.

The Debtors renewed the Prepetition Property Policy with Lexington
effective July 30, 2009, with payment in full due by no later than
August 28, 2009.  The total annual cost of the premiums for the
Renewal Policy, including fees and applicable taxes --
collectively called the Insurance Premiums -- is $1,040,000.

Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York, relates that it is not possible to obtain
insurance premium financing on an unsecured basis.  Accordingly,
the Debtors and their insurance agent, Integro Insurance Brokers,
engaged in discussions with Standard Funding, a company
specializing in insurance finance, to negotiate the terms of
financing the Insurance Premiums on a secured basis.

              Terms of the Standard Funding PFA

The Standard Funding PFA provides that the Debtors will:

  (1) make a cash down payment of $364,000 towards the Insurance
      Premiums, with the amount of Insurance Premiums financed
      totaling $676,000;

  (2) make nine monthly payments to Standard Funding of $76,297
      each beginning on September 1, 2009, with the interest
      rate on the Amount Financed accruing at a rate of 3.75%
      annually.

Accordingly, payments by the Debtors to Standard Funding under the
PFA will total $686,677.

The PFA further provides that the Debtors will grant Standard
Funding a power of attorney to cancel the Renewal Policy financed
under the PFA in the event of a default in payment by the Debtors.
To secure payment amounts due to Standard Funding under the PFA,
the Debtors are required to grant a security interest in unearned
or returned Insurance Premiums and other amounts that may be due
to the Debtors that result from the cancellation of the Renewal
Policy.

The willingness of Standard Funding to finance the Insurance
Premiums as set forth in the PFA is conditioned upon the Court's
approval of the PFA by August 20, 2009.

The Court will convene a hearing on August 13, 2009, to consider
approval of the Debtors' request.  Objections, if any, must be
filed by August 8.

Mr. Reisman contends that absent the PFA with Standard Funding,
the Debtors would be required to pay the Financed Amounts on a
lump-sum basis on or before August 28, 2009, which would require a
considerable cash expenditure and could be detrimental to the
Debtors' reorganization efforts.

In this regard, the PFA provides the most favorable premium
financing terms to the Debtors' estates, Mr. Reisman maintains.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BAYWOOD INT'L: Sells Nutritional Specialties Unit for $8,250,000
----------------------------------------------------------------
Baywood International, Inc., together with its wholly owned
subsidiary Nutritional Specialties, Inc., entered into an Asset
Purchase Agreement effective July 24, 2009, with Nutra, Inc., a
subsidiary of Nutraceutical International Corporation.

Baywood sold substantially all of the rights and assets of
Nutritional Specialties' business, including but not limited to
its accounts, notes receivable and other receivables, inventory,
tangible assets, rights existing under assigned purchase orders,
proprietary rights, government licenses, customer lists, records,
goodwill and assumed contracts.  Certain rights and assets were
excluded from the purchased assets, including the right to market,
sell and distribute beverages as described in the Agreement.

Nutra Inc. agreed to pay an aggregate purchase price of $8,250,000
in cash, less payment of liabilities and certain pre-closing
working capital adjustments.  The final closing of the Agreement
is subject to shareholder approval and certain releases including
final consents from the Company's senior lender, Vineyard Bank,
N.A.

As a result of the Sale, the Company intends to initiate a plan to
recapitalize its balance sheet and focus on the growth of its
beverage business, namely New Leaf Tea, as well as the expansion
of new products within the functional drink space.

A full-text copy of the sale agreement is available at no charge
at http://ResearchArchives.com/t/s?40bb

                    About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.

                       Going Concern Doubt

In its quarterly report for the period ended March 31, 2009, the
Company noted it had negative net working capital of roughly
$10,931,000 at March 31, 2009.  The Company has not yet created
positive cash flows from operating activities and its ability to
generate profitable operations on a sustainable basis is
uncertain.  The Company is in default on a number of notes
payable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

The Company believes that its existing cash resources, combined
with projected cash flows from operations may not be sufficient to
execute its business plan and continue operations for the next 12
months.  Management has taken steps to reduce the Company's
operating expenses.  Additionally, the Company is evaluating its
strategic direction aimed at achieving profitability and positive
cash flow.  In addition, the Company will continue to explore
various strategic alternatives, including business combinations
and private placements of debt or equity securities.  In April
2009, the Company engaged an investment banking firm to assist
management in exploring business combinations or raising
additional capital.  However, the Company may not be successful in
obtaining additional financing on acceptable terms, on a timely
basis, or at all, in which case, the Company may be forced to make
further cut backs, or cease operations.

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Baywood International Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the Company's recurring losses from operations and
working capital deficiency.

At March 31, 2009, the Company had $17,817,331 in total assets and
$17,284,371 in total liabilities.


BERNARD MADOFF: Trustee Announces New Policy to Speed Up Payment
----------------------------------------------------------------
In an effort to get money more quickly to the victims of Bernard
L. Madoff Investment Securities LLC now that the claims filing
period has ended, Irving H. Picard, the trustee, with the support
of the Securities Investor Protection Corporation, is instituting
a new policy to speed the payment of SIPC advances to customers.

The policy is intended to provide BLMIS customers that are
entitled to money from SIPC advances with such SIPC funds while
any disputes regarding their claim determinations are being
resolved.

In the exercise of his duties under the Securities Investor
Protection Act, the Trustee is issuing determination notices to
customers regarding claims they have filed in the BLMIS
liquidation proceeding.  Under the new policy, the Trustee will
promptly pay the undisputed portion of the customer's claim up to
the limits of SIPC protection (an amount up to $500,000) even if
the customer has objected to the Trustee's determination of a
claim.  The payment of the undisputed amount of the customer's
claim (up to the limits of SIPC protection) will be without
prejudice to the Trustee's and the customer's rights, claims, and
defenses with respect to the disputed portion of the customer's
claim. In order to be paid, the customer will need to provide a
partial assignment and release to the Trustee as to the undisputed
portion, consistent with SIPA.

The trustee in its Web site said that as of August 3, 2009, 795
claims against BLMIS aggregating $3,342,226,341 have been allowed.
The SIPC has provided coverage for a total of $304,833,239 of the
allowed claims.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD MADOFF: IRS Starts Sending Refund Checks to Investors
-------------------------------------------------------------
Arden Dale at The Wall Street Journal reports that the Internal
Revenue Service has started sending refund checks to Bernard L.
Madoff Investment Securities LLC investors who paid taxes on money
they thought they had made before the fraud was revealed.

According to The Journal, the tax refunds are arriving after a lot
of uncertainty over how the IRS would handle returns filed by
affected investors.

The Journal states that those who received refunds include some
clients of:

     -- Robert S. Keebler at accounting firm Baker Tilly Virchow
        Krause LLP; and

     -- David R. Selznick at accounting firm Selznick & Co.

Mr. Keebler's clients, The Journal says, filed amended returns
since the Madoff scheme came to light.  According to the report,
Mr. Keebler said, "Most are still in process," and some of his
clients are expecting checks "in the millions," while refunds
already received include sums of up to half a million dollars.

The Journal relates that Mr. Selznick, which handles six Madoff-
related cases, said that one of his clients also received a refund
for around $500,000.  The Journal says that Mr. Selznick hasn't
filed a return for one victim that could yield the biggest refund,
involving a $20 million theft loss due to investments through Mr.
Madoff.  According to the report, Mr. Selznick's two small-
business clients were denied refunds.  Mr. Selznick is negotiating
with the IRS about those cases, believing that the agency
miscalculated some figures associated with the businesses, the
report says.  Mr. Selznick, the report states, said that he hopes
that the IRS will reverse the decision in the next few months.

                      About Bernard L. Madoff

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

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

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

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

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


BILLY KNOLLENBERG: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Billy Knollenberg
               Doris Knollenberg
               21818 I-45 North
               Spring, TX 77373

Bankruptcy Case No.: 09-35661

Chapter 11 Petition Date: August 3, 2009

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

Judge: Marvin Isgur

Debtors' Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  Email: calvinbraun@orlandobraun.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


BOOM DRILLING: Accepts $262,500 Settlement from BNK Petroleum
-------------------------------------------------------------
Boom Drilling, Inc., asks the Bankruptcy Court to approve a
compromise of controversy with BNK Petroleum (US), Inc., in
connection with its contract with BNK, under which it agreed to
provide drilling services.  BNK later defaulted on its obligations
and Boom filed and perfected liens against BNK's oil and gas
properties in Carter and Johnson Counties, Oklahoma.  BNK is
indebted to Boom in the amount of $297,189.

BNK has extended a settlement offer in the amount of $262,500 in
cash in full and final settlement of all of Boom's claims against
BNK.  Boom has accepted the settlement offer.

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates oil and gas
drilling rigs, together with associated parts, components and
drilling related equipment.  Boom employs approximately 400
employees.  Boom is the sole parent of Boomer Mud Pump LLC, J&J
Air Drilling, Inc. and Rocket Companies, LLC.  Boomer is a full
line outfield supply store that provides parts for the manufature
of rigs and draw works to Boom.  Boom Drilling and its three
subsidiaries filed separate petitions for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Irena
Damnjanoska, Esq., and Stephen J. Moriarty, Esq., at Fellers
Snider Blankenship Bailey, represent the Debtors in their
restructuring efforts.  Monty L. Cain, Esq., at Foshee & Yaffe,
serves as counsel to the Creditor Committee.  When the Debtors
filed for protection from their creditors, they listed assets of
between $100 million and $500 million, and debts of between
$50 million and $100 million.


CABRINI MEDICAL: Wants to Obtain $5MM DIP Loan; Sun Life Objects
----------------------------------------------------------------
Cabrini Medical Center asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to obtain $5 million
of postpetition financing from the Missionary Sisters of the
Sacred Heart.

The Debtor proposes to secure the loan by a lien senior to Sun
Life Assurance Company of Canada's existing first priority
security interest in the Debtor's real property, comprised of five
buildings located between East 19th Street and East 20th Street,
between Second Avenue and Third Avenue.

Sun Life, the Debtor's senior secured creditor holds two cross-
collateralized, cross-defaulted mortgages totalling $36 million on
the buildings.

                             Objection

Sun Life stated that the proposed DIP financing is for the
Missionary Sisters' sole benefit and protection.  The Missionary
Sisters hold $52 million in subordinated, second lien debt behind
Sun Life.  Sun Life must not bear the brunt of protecting the
Missionary Sisters' position.

Sun Life added that the Debtor failed to establish that Sun Life's
interests are adequately protected and that it was unable to
obtain postpetition lending from other sources.

                   About Cabrini Medical Center

Cabrini Medical Center was an operator of an acute care voluntary
hospital on East 19th Street in Manhattan.

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


CARAUSTAR INDUSTRIES: Court Confirms Reorganization Plan
--------------------------------------------------------
Caraustar Industries, Inc., said the United States Bankruptcy
Court for the Northern District of Georgia has confirmed the
Debtors' First Amended Joint Plan of Reorganization dated June 30,
2009, as supplemented by the Plan Supplement dated and filed July
17, 2009, and the Annex to the Plan Supplement dated and filed
July 29, 2009.  The Debtors filed for bankruptcy on May 31, 2009.

The Plan was approved by all impaired classes, including 94.9% of
the holders of the Senior Notes and 90.1% of equity holders who
voted for the Plan.

Michael J. Keough, president and chief executive officer, stated:
"We are appreciative of the support of our customers, employees,
vendors, advisors and other stakeholders, whose collective support
helped us navigate these Court proceedings efficiently.  We expect
to emerge from these Court proceedings with a strong balance
sheet, the Caraustar brand name intact and the ability to continue
to focus on becoming first choice for each and every one of our
customers."

The Plan will become effective and Caraustar will emerge as a
private company once all conditions to the Plan are satisfied.

                    About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  Caraustar serves the four principal recycled
boxboard product end-use markets: tubes and cores; folding
cartons; gypsum facing paper and specialty paperboard products.

Caraustar reached an agreement with holders of roughly 83% of its
7-3/8% Senior Notes maturing June 1, 2009, and 91% of its 7-1/4%
Senior Notes maturing May 1, 2010, on the terms of a cooperative
financial restructuring that would reduce the Company's debt
obligations by roughly $135 million.

The Company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009 (Bankr. N.D. Ga. Lead Case No. 09-73830).
James A. Pardo, Jr., Esq., and Mark M. Maloney, Esq., at King &
Spalding represent the Debtors on their restructuring efforts.
The Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


CC MEDIA: S&P Downgrades Corporate Credit Rating to 'CC'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on CC Media Holdings Inc. and its
operating subsidiary, Clear Channel Communications Inc., to 'CC'
from 'CCC'.  The rating outlook is negative.

The rating downgrade follows Clear Channel's announcement that it
is commencing cash tender offers for $200 million to $300 million
aggregate purchase price of six senior note issues maturing
between 2011 and 2016 at discounts to par in the area of 30% to
50%.  If the transaction is completed, S&P would view it as
tantamount to a default given Clear Channel's highly leveraged
financial profile and the uncertainty, in S&P's opinion,
surrounding its ability to service its current debt obligations in
full over the next several years.  If the alternative to such
tenders is a general default, investors or counterparties could
fare even worse, and S&P believes that this possibility may
motivate them to accept the offer.

Upon completion of the tender, S&P would lower the corporate
credit rating to 'SD' (selective default).  As soon as possible
thereafter, S&P will reassess Clear Channel's post-transaction
capital structure.

"It is S&P's preliminary expectation that, in the event the tender
offers succeed, S&P would not raise the corporate credit rating
higher than the previous 'CCC' level," said Standard & Poor's
credit analyst Michael Altberg.  S&P acknowledges that the
transaction begins to address liquidity concerns and could reduce
Clear Channel's intermediate-term debt balances, especially
maturities in 2011, which S&P believes represent significant
refinancing risk.  "However," he continued, "over the near term,
S&P still remain concerned about weak performance at the radio and
outdoor segments, which both currently face considerable cyclical
pressure and various secular undercurrents."

In addition, the proposed tender offers will not benefit Clear
Channel's compliance with its senior secured net leverage
covenants, since the notes being tendered are unsecured and are
not included in compliance calculations.  Moreover, Clear Channel
plans to repurchase the notes with cash, which will further hinder
headroom against covenants since compliance is calculated on a net
basis (secured debt less available cash).

The company attempted to address covenant concerns in early June,
when it pursued a debt issuance at Clear Channel Outdoor Holdings
Inc. (CCO) to refinance its $2.5 billion intercompany note payable
by Clear Channel Outdoor to its parent, Clear Channel
Communications Inc.  The transaction would have benefited headroom
under covenants since the parent, Clear Channel Communications,
could have retained the cash proceeds, made a tender offer, or
repaid secured debt.  All three uses would have aided Clear
Channel's compliance with its secured net leverage covenant under
the credit agreement.  Although S&P believes that such a
transaction could reemerge in the future, depending on market
conditions, S&P's contemplation of a corporate credit rating
higher that 'CCC' will require tangible progress in addressing
covenant concerns, either through a refinancing at Clear Channel
Outdoor or an alternative transaction that lowers secured debt or
raises cash balances.


CENTER FOR DIAGNOSTIC: S&P Withdraws 'B+' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
B+/Stable/-- corporate credit rating on Minneapolis, Minnesota-
based Center For Diagnostic Imaging Group Inc. at the company's
request.  The company's 'B+'-rated bank loan (recovery rating '4')
has been refinanced with an unrated facility.

                            Ratings List
             Center For Diagnostic Imaging Group Inc.

       Ratings Withdrawn            To            From
       -----------------            --            ----
      Corporate credit rating      NR            B+/Stable/--
      Sr. secured bank facilities  NR            B+
       Recovery rating             NR            4


CLEAN HARBORS: Moody's Rates $250 Mil. First-Lien Notes at 'Ba3'
----------------------------------------------------------------
Moody's Investors Service rated Clean Harbors new $250 million
first lien notes Ba2 and affirmed the company's corporate family
and probability of default ratings at Ba3.  At the same time,
Moody's withdrew the ratings on the company's $70 million asset
based revolver, its $30 million Term Loan and $50 million
synthetic LC facility, and its $23 million senior secured second
lien notes due 2012.  The ratings outlook remains stable.

Assignments:

Issuer: Clean Harbors, Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 34
     - LGD3 to Ba2

The rating affirmation benefits from the attributes of Clean
Harbors' completed acquisition of Eveready Inc., (closed on
July 31, 2009) including the acquired revenues, EBITDA, and cash
flow, as well as the company's pro-forma capital structure and
business position which are supportive of the rating.  Through its
acquisition of Eveready, Clean Harbors is expected to have a
meaningful market presence in the Canadian industrial maintenance
market.  Although approximately $55 million of cash was used (in
addition to stock and debt assumption) to fund the transaction,
Moody's believes Clean Harbors still maintains a good liquidity
profile.  Clean Harbors rating is constrained by various factors
including its acquisitive growth strategy, economic pressure, and
environmental liabilities.

The Ba3 corporate family rating reflects Clean Harbors' leading
market position in the non-nuclear hazardous waste disposal
services sector.  Good customer and geographic diversification of
revenues.  The wide scope of service offerings and the broad North
American footprint of its disposal asset base should help offset
some of the pressure from the recession on demand for its
services.  High barriers to entry helps offset various risks
including those related to market share erosion and competitive
pricing pressures.

The stable ratings outlook reflect the belief that while exposure
to the highly volatile Canadian oil sands markets could introduce
greater volatility to Clean Harbors operating results, the company
is well positioned in the ratings category given its debt levels
and overall credit metrics.  Proforma debt to EBITDA for 2009 is
anticipated by Moody's, on an adjusted basis, to approximate 2.6x
while proforma EBIT coverage of interest is estimated to
approximate 2.3x.  Moreover, Clean Harbors has a track record of
successfully growing through acquisitions.  The company's core
industrial business segment is anticipated to weaken due to the
economic recession while the businesses related to its Eveready
acquisition may weaken if oil prices decline given its core oil
sands related business.

The outlook could be changed to positive or the ratings could be
upgraded if Clean Harbors sustains EBIT to Interest above 3.0
times and Debt to EBITDA below 3.0 times.  The outlook could be
changed to negative if EBIT to Interest is projected to remain
below 2.5 times on a protracted basis, if Debt to EBITDA
approaches 4.0 times and if liquidity declines materially.

The last rating action was on May 1, 2009, when Moody's affirmed
the Ba3 corporate family.

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

Clean Harbors, Inc., headquartered in Norwell, Massachusetts, is a
leading provider of environmental services and a leading operator
of non-nuclear hazardous waste treatment facilities in North
America.  Eveready Inc. is a Canadian based company that provides
industrial maintenance and production, lodging, and exploration
services to the oil and gas, chemical, pulp and paper,
manufacturing and power generation industries.  LTM revenues for
the combined entity through June 30, 2009, totaled around
$1.5 billion.


CLEAN HARBORS: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-level
rating to Clean Harbors Inc.'s proposed $250 million senior
secured note issuance, one notch lower than the corporate credit
rating on the company.  The recovery rating on this debt is '5',
indicating expectations of modest (10% to 30%) recovery in the
event of a payment default.  At the same time, S&P is withdrawing
its ratings on the $150 million senior secured first-lien credit
facilities (which had consisted of a $70 million revolving credit
facility, a $50 million synthetic letter-of-credit facility, and a
$30 million term loan).  S&P is also withdrawing S&P's rating on
the company's $150 million ($23 million outstanding) senior
secured second-lien notes due July 2012.  S&P is affirming its
'BB' corporate credit rating on Clean Harbors.  The outlook
remains stable.

"The rating on Norwell, Mass.-based Clean Harbors reflects a
significant financial risk profile [including significant
environmental liabilities], a growth strategy that could limit
further improvement of the balance sheet, and some susceptibility
to economic cycles," said Standard & Poor's credit analyst James
Siahaan.  The company's leading position in the hazardous waste
management industry and satisfactory liquidity with a favorable
debt maturity schedule partially offset these factors.

Clean Harbors' steady debt repayments left the company in a solid
position to undertake the additional borrowing needed to fund the
acquisition of Eveready.  Standard & Poor's recognizes that the
acquisition will raise Clean Harbors' exposure to oil exploration
and production, and give rise to some integration risk and that
credit measures would weaken somewhat.  However, credit measures
would still exceed S&P's expectations for the current rating, as
the combined company would be supported by greater earnings and
cash flows.  S&P estimate that assuming constant sales, EBITDA
margins would have to fall precipitously to below 10% from the
current 19% level in order for leverage to exceed 3.5x; this would
prompt us to review the ratings for an outlook revision to
negative.  S&P also view the method of financing the sizable
purchase with a mix of cash, debt, and equity as favorable.  The
ratings reflect S&P's expectation that the company will pursue
future acquisitions in a manner that preserves credit quality, and
that any inordinately large acquisitions that result in
substantial deterioration of credit measures would likely have
negative consequences for the outlook or ratings.  The company's
competitive market position, continued free cash generation,
manageable debt maturity profile, and satisfactory liquidity
support the rating, along with S&P's expectation that the
company's environmental liabilities will not increase
significantly.


COACHMEN INDUSTRIES: McGladrey Replaces E&Y as Outside Auditors
---------------------------------------------------------------
The Audit Committee of the Board of Directors of Coachmen
Industries, Inc., on July 22, 2009, appointed McGladrey & Pullen,
LLP, to serve as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2009.

The decision to change independent registered accounting firms was
made by the Company's Audit Committee following the solicitation
of proposals from a number of other registered public accounting
firms, including the Company's incumbent independent registered
public accounting firm of Ernst & Young LLP.

The decision to appoint McGladrey was made following a thorough
review of the proposals submitted, including the price and
services to be provided.  The Audit Committee also gave
significant consideration to changes in the condition of the
overall economic environment and the industries in which the
Company operates.

During the Company's two most recent fiscal years ended
December 31, 2008, and 2007, neither the Company nor anyone on its
behalf consulted with McGladrey regarding the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered
on the Company's financial statements, and neither a written
report nor oral advice was provided that McGladrey concluded was
an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting
issue.

On July 22, the Audit Committee notified Ernst & Young LLP that
they no longer will be engaged as the Company's independent
registered public accounting firm effective as of that date.  The
audit reports of E&Y on the Company's consolidated financial
statements for each of the two most recent fiscal years ended
December 31, 2008 and 2007, did not contain any adverse opinion or
disclaimer of opinion, nor were the reports qualified or modified
as to uncertainty, audit scope, or accounting principles, except
that the E&Y audit report on the Company's 2008 consolidated
financial statements contained a "going concern" explanatory
paragraph.  This explanatory paragraph addressed the Company's
recurring losses from operations and lack of liquidity, thus
raising substantial doubt regarding the Company's ability to
continue as a going concern based on the information available on
the date of the report, which was March 23, 2009.  During the
Company's two most recent fiscal years ended December 31, 2008,
and 2007, and in the subsequent interim period through the date of
their dismissal, there were no disagreements with E&Y, whether or
not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to E&Y's satisfaction, would
have caused it to make reference to the subject matter of the
disagreements in connection with its report.

                     About Coachmen Industries

Coachmen Industries, Inc., is one of America's premier systems-
built construction companies under the ALL AMERICAN HOMES(R) and
MOD-U-KRAF(R) brands, as well as a manufacturer of specialty
vehicles.  Coachmen Industries, Inc., is a publicly held company
with stock listed on the New York Stock Exchange (NYSE) under the
ticker COA.


COACHMEN INDUSTRIES: Net Loss Widens to $3.24MM in June 30 Qtr
--------------------------------------------------------------
Coachmen Industries, Inc., posted a wider net loss of $3.24
million for the three months ended June 30, 2009, compared with
$2.96 million for the same period a year ago.

Coachmen posted a net income of $5.06 million for the six months
ended June 30, 2009, compared with a net loss of $1.63 million for
the same period a year ago.

At June 30, 2009, the Company had $97.7 million in total assets
and $39.6 million in total liabilities.

The Company said net sales from continuing operations for the
second quarter were $17.7 million, compared to $11.3 million for
the first quarter of 2009.  Gross profits for the quarter were
$853,000 or 4.8% of revenue, as compared to a loss of
($2.1) million or (18.4%) of revenue in the first quarter of 2009.
The Company reported a net loss from continuing operations of
($2.8) million, or ($0.18) per share, versus a net loss from
continuing operations of ($6.1) million, or ($0.39) per share in
the first quarter of 2009.

"Overall, sales are less than one half what they were in 2008 as
we continue to remain mired in the worst housing market in the
last hundred years," commented Richard M. Lavers, President and
Chief Executive Officer.  "However, our business is beginning to
show significant improvement.  We have shaved our losses to one
third of what they were in the first quarter.  We have experienced
3 months of modest but sequential revenue improvement, and both
segments of our business posted modest profits in June.  This is
directly attributable to success in obtaining major project
business, increased bus sales, and the steps taken to reduce our
operating costs.  We posted a positive gross profit and slashed GS
& A. We were essentially cash-neutral from operating activities in
the second quarter.  Tail liabilities from the sale of the RV
business last December continue to decline and appear to be on
track with projections.  We are now heading in the right direction
despite general economic conditions."

On July 30, 2009, the Company posted a Shareholder Update on its
Web site.  According to Mr. Lavers, liquidity still is a
significant issue due to the Company's large amounts of restricted
cash.  "We have limited availability left under the cash surrender
values of our life insurance policies, and are in the process of
analyzing the best options among turning in some or all of the
policies and continuing to pay premiums and interest costs.  Our
major challenge remains bonding capacity for federal projects
because of collateral requirements being imposed by financial and
insurance institutions.  That is reaching a critical state."

On April 9, 2009, the Company and Lake City Bank entered into an
agreement for a $2 million three-year note in exchange for cash
loaned to the Company by Lake City Bank.  The note is fully
collateralized by certain properties, bears interest at the rate
of 6.250% per annum, and has a maturity date of April 9, 2012.

On April 9, 2009, the Company also gave a promissory note to Lake
City Bank in connection with the bank's provision of a
$0.5 million working capital line of credit.  The note is fully
collateralized by certain properties, and borrowings against this
line will bear interest at a variable rate, with a minimum
interest rate of 5% per annum.  This line of credit has a maturity
date of March 31, 2012.  At June 30, 2009, there were no
borrowings against this line of credit.

"Ironically, the delay of one project and a procedural challenge
to the award of a second project have given us some breathing
room, but the conundrum remains to be solved.  The onerous
collateral requirements also infringe on our ability to find
working capital requirements for the major projects to be bonded.
Further, our assessment of prospects for 2010 depends upon our
ability to make modest capital investments during the next 3 - 4
months to fulfill our strategic vision of opening a few
strategically located home stores, increasing major projects,
expanding our footprint, and developing new specialty vehicles."

A full-text copy of the Shareholder Update is available at no
charge at http://ResearchArchives.com/t/s?40b6

                     About Coachmen Industries

Coachmen Industries, Inc., is one of America's premier systems-
built construction companies under the ALL AMERICAN HOMES(R) and
MOD-U-KRAF(R) brands, as well as a manufacturer of specialty
vehicles.  Coachmen Industries, Inc., is a publicly held company
with stock listed on the New York Stock Exchange (NYSE) under the
ticker COA.

                           *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


COLONIAL BANCGROUP: Moody's Downgrades Issuer Rating to 'C'
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Colonial
BancGroup (issuer to C from Caa1) and its subsidiaries, including
its lead bank, Colonial Bank (financial strength to E from E+ and
long-term bank deposits to Caa3 from B1).  Following the
downgrade, the outlook is stable.  This concludes the review that
Moody's initiated on April 1, 2009.

The ratings action follows Colonial's announcement that it has
agreed to a mutual termination of the agreement with Taylor, Bean
& Whitaker Mortgage Company and other investors, collectively
referred to as Taylor Bean, under which Taylor Bean would have
made a $300 million equity investment in the Company.  The
agreement was terminated as the closing conditions, most notably
receipt of approximately $550 million of TARP preferred capital,
were not satisfied by July 31, 2009.

Moody's said that the downgrades were in response to its view that
Colonial has insufficient capital to remain a going concern.  As a
result the possibility of losses for uninsured depositors and
other creditors has increased.  The rating reflects Moody's view
that unsecured creditors are in a more vulnerable position than
depositors, with an expected loss for uninsured depositors of 15%-
30% and more than 50% for unsecured creditors.  Moody's notes that
Colonial is operating under Cease and Desist regulatory agreements
with both the FDIC and the Alabama State Banking Department as
well as the Federal Reserve which require the bank to increase its
Tier 1 Leverage ratio to 8% and Total Risk-Based Capital ratio to
12% by September 30, 2009.

Following the company's second quarter loss of $606 million,
driven by a $302 million valuation allowance on its deferred tax
asset and continued heightened provisions of $294 million, the
bank's Tier 1 Leverage and Total Risk-Based Capital ratios were
4.18% and 9.21%, respectively.  Because meeting the Tier 1
Leverage ratio requirement of 8% would require approximately
$1 billion in new capital, Moody's believes there is little
likelihood that, the bank will meet its September 30th targets.
Moody's said that Colonial's sizable concentration in Florida
commercial real estate, residential development in particular,
presents a substantial risk to the firm's ability to survive.
Following the second quarter loss that substantially reduced
Colonial's equity base, the CRE portfolio accounts for
approximately 23 times tangible common equity, with construction
lending comprising roughly 55% of total CRE.  Nonperforming (NPAs)
assets have continued to climb reaching 12.34% (including 90+) of
loans plus OREO and approximately 200% of TCE plus reserves.
Given the likely credit costs in the bank's CRE portfolio, there
is considerable risk of the firm becoming significantly
undercapitalized.  As a result, unsecured creditors, who are
subordinated to depositors, could face sizable losses.

Moody's notes that Colonial is initiating an exchange of bank
level subordinated debt for bank level senior debt which is
expected to increase Tier 1 capital at the bank.  Moody's view is
that Colonial's exchange offer would constitute a distressed
exchange, since Moody's does not believe that Colonial has other
viable alternatives for strengthening its common equity base and
potentially avoiding default.  The C ratings on these securities
reflect the anticipated losses to these creditors.

Moody's last rating action on Colonial was on April 1, 2009, when
the bank's financial strength rating was downgraded to E+ from D
and long term deposits to B1 from Ba2.  Following the downgrade,
the ratings were placed on review, direction uncertain.

Downgrades:

Issuer: CBG Florida REIT Corp.

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Issuer: Colonial BancGroup, Inc. (The)

  -- Issuer Rating, Downgraded to C from Caa1
  -- Multiple Seniority Shelf, Downgraded to (P)C from (P)Ca
  -- Multiple Seniority Shelf, Downgraded to (P)C from (P)Caa3
  -- Subordinate Regular Bond/Debenture, Downgraded to C from Caa3

Issuer: Colonial Bank

  -- Bank Financial Strength Rating, Downgraded to E from E+
  -- Issuer Rating, Downgraded to C from B2
  -- OSO Senior Unsecured OSO Rating, Downgraded to C from B2

  -- Subordinate Regular Bond/Debenture, Downgraded to C from Caa1
  -- Senior Unsecured Deposit Rating, Downgraded to Caa3 from B1

Issuer: Colonial Capital Trust IV

  -- Preferred Stock Preferred Stock, Downgraded to C from Caa3

Outlook Actions:

Issuer: CBG Florida REIT Corp.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Colonial BancGroup, Inc. (The)

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Colonial Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Colonial Capital Trust IV

  -- Outlook, Changed To Stable From Rating Under Review


COLONIAL PROPERTIES: Commences Tender Offer for 4 Series of Notes
-----------------------------------------------------------------
Colonial Properties Trust's operating partnership, Colonial Realty
Limited Partnership, commenced a cash tender offer for certain of
Colonial Realty notes.

The amount the company would be required to pay for the purchase
of the Notes, excluding accrued and unpaid interest, would not
exceed $125 million.  The Offer is being made pursuant to an Offer
to Purchase and the related Letter of Transmittal, each dated
August 4, 2009.

To receive the applicable "Total Consideration", which includes
the Early Tender Payment, holders must validly tender and not
withdraw their Notes by 5:00 p.m., New York City time, on Monday,
August 17, 2009, unless extended.  Holders who tender Notes
after the Early Tender Date will receive the "Tender Offer
Consideration" which is equal to the Total Consideration minus the
Early Tender Payment.

Each series of Notes included in the Offer as well as the
applicable Total Consideration and Early Tender Payment per $1,000
of each series of Notes, are:

                                           Tender
                  Principal    Acceptance  Offer      Early    Total
   Title of       Amount       Priority    Consider-  Tender   Consider-
   Security       Outstanding  Level       ation      Payment  ation
   --------       -----------  ---------- ----------  -------  ---------
6.050% Senior    $178,682,000     1         $870.00    $30.00    $900.00
Notes due 2016
(CUSIP -
195889AA8)

5.500% Senior    $258,646,000     2         $872.50    $30.00    $902.50
Notes due 2015
(CUSIP -
195891AJ5)

6.250% Senior    $200,861,000     3         $926.25    $30.00    $956.25
Notes due 2014
(CUSIP -
195891AG1)

6.875% Senior     $80,000,000     4         $960.00    $30.00    $990.00
Notes due 2012
(CUSIP -
195891AD8)

Per $1,000 principal amount of Notes accepted for purchase.

The Offer is not conditioned on any minimum amount of Notes being
tendered.

The Offer will expire at 12:00 midnight, New York City time, on
August 31, 2009, unless extended by Colonial Realty. Tendered
Notes may not be withdrawn after 5:00 p.m., New York City time, on
Monday, August 17, 2009, unless extended by Colonial Realty.

Accrued and unpaid interest from the last interest payment date up
to, but not including, the settlement date will be paid in cash on
all validly tendered and accepted Notes. The settlement date will
be promptly after the Expiration Date and is expected to be on or
about Tuesday, September 1, 2009.

In the event that the Offer is oversubscribed, tenders of Notes
will be subject to proration.  Colonial Realty will accept
tendered Notes of each series according to the "Acceptance
Priority Level" for that series specified.  All Notes having a
higher Acceptance Priority Level will be accepted for purchase
before any tendered Notes having a lower Acceptance Priority Level
are accepted.

For example, all tendered Notes having Acceptance Priority Level
"1" will be accepted before any tendered Notes having Acceptance
Priority Level "2" will be accepted.  Where some, but not all, of
the Notes tendered for a particular series are purchased, the
amount of Notes accepted from each Noteholder tendering that
series of Notes will be prorated based on the aggregate principal
amount tendered with respect to that series and the remaining
amount available under the Maximum Tender Amount.

The complete terms and conditions of the Offer are set forth in
the Offer to Purchase and Letter of Transmittal, which is being
sent to holders of Notes.  CLP Announces Tender Offer for 2012,
2014, 2015, and 2016 Unsecured Notes.

The Offer is subject to the satisfaction or waiver of certain
conditions which are set forth in the Offer to Purchase.

Colonial Realty has engaged BofA Merrill Lynch as the Dealer
Manager for the Offer.  Questions regarding the Offer may be
directed to BofA Merrill Lynch at 888-292-0070 (U.S. toll-free)
and 980-388-4603 (collect).  Copies of the Offer to Purchase and
Letter of Transmittal may be obtained from the Information Agent
for the Offer, Global Bondholder Services Corporation, at 866-470-
4200 (U.S. toll-free) and 212-430-3774.


COMMERCECONNECT MEDIA: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: CommerceConnect Media Holdings, Inc.
            dba Officer.com
            dba Advanced Imaging
            dba Advanced Imaging Pro
            dba Advanced Rescue Technology
            dba Aircraft Maintenance Technology Magazine
            dba Airfield Operations Area Conference & Exhibition
            dba Airport Business
            dba Amarillo Farm & Ranch Show
            dba ANSOM
            dba Asphalt Contractor
            dba Automatic Merchandiser
            dba Aviation Industry Expo
            dba Campus Facility Maintenance
            dba Collision Repair News
            dba CommerceConnect Media, Inc.
            dba Concrete Concepts
            dba CONEX
            dba Construction Distributor
            dba Construction Pro
            dba Cornerstone Expositions
            dba Corpus Christi Farm & Ranch Show
            dba Cygnus Publishing
            dba Cygnus Publishing Limited Partnership
            dba Dakotafest
            dba Damage Prevention conference & Exposition
            dba Digital Imaging
            dba Electrical Contracting Products
            dba Emergency Medical Product News
            dba EMS Expo
            dba EMS Magazine
            dba Enforcement Expo
            dba Equipment Today Magazine
            dba Fabrication & Metalworking
            dba Facilities Expos
            dba FarmFest
            dba Feed & Grain
            dba Firehouse Expo
            dba Firehouse Las Vegas
            dba Firehouse Magazine
            dba Firehouse World
            dba Firehouse.com
            dba Firehouse.com, Inc.
            dba Fleet Maintenance
            dba Food Logistics
            dba Frozen Food Age
            dba Fuel Advantage
            dba Ground Support Magazine
            dba Indiana Farm Show
            dba Industrial & Machine Tool Shows
            dba Industrial Machinery Digest
            dba Ink Maker
            dba Interactive
            dba Iowa Farm & Field Show
            dba JHP, Inc.
            dba Johnson Hill Press, Inc.
            dba Kitchen & Bath Design & Remodeling Expo
            dba Kitchen & Bath Design News
            dba Law Enforcement Product News
            dba Law Enforcement Technology
            dba Light Truck and SUV Accessory Business
                & Product News
            dba Locksmith Ledger International Magazine
            dba Locksmith Publishing Company
            dba Lustre Magazine
            dba Maintenance Supplies
            dba Mass Transit Magazine
            dba Modern Jeweler
            dba National Pavement Expo
            dba Northern Illinois Farm Show
            dba OEM Off-Highway
            dba OEM Powersport
            dba Pavement Magazine
            dba Photo Trade News
            dba PhotoImaging & Design Expo
            dba Police & Security Show
            dba Printing News Magazine
            dba PRO Magazine
            dba Professional Distributor
            dba Professional Tool & Equipment News
            dba PTN Publishing
            dba PTS Building & Facilities Maintenance Shows
            dba PTS Machine Tool Shows
            dba PTS Plant Engineering & Maintence Shows
            dba PTS Professional Trade Shows
            dba Qualified Remodeler
            dba Quick Printing
            dba Rental Product News
            dba Residential Design & Build
            dba RV Trade Digest
            dba Security Dealer Magazine
            dba Security Technology & Design Magazine
            dba SecurityInfoWatch.com
            dba Snow-Pro
            dba Spencer/Cygnus Regional Print Network
            dba Studio Photography Magazine
            dba Subsurface Solutions Conference & Expo
            dba Supply & Demand Chain Executive
            dba Surface Fabrication & Design Expo
            dba Surface Fabrication Magazine
            dba Texoma Farm & Ranch Show
            dba The CPA Technology Advisor
            dba Total Industrial Plant Solutions
            dba Trade Shows and Expositions
            dba Wide-Format Imaging
            dba Wood Maintenance Magazine
            dba Wood's Digest Finishing Magazine
            dba Yard and Garden Magazine
        1233 Janesville Avenue
        Fort Atkinson, WI 53538

Case No.: 09-12765

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Cygnus Interactive New Business Launches, Inc.     09-12766
Cygnus New Business Launches, Inc.                 09-12767
Cygnus Business Media, Inc.                        09-12768

Type of Business: The Debtor operates an advertising and marketing
                  business.

Chapter 11 Petition Date: August 3, 2009

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

Judge: Brendan Linehan Shannon

Debtor's Counsel: John Henry Knight, Esq.
                  Mark D. Collins, Esq.
                  Lee E. Kaufman, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. BOX 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: knight@rlf.com

                  Steven J. Reisman, Esq.
                  Timothy A. Bames, Esq.
                  Jerrold L. Bregman, Esq.
                  Curtis, Mallet-Prevost, Colt & Mosle LLP
                  101 Park Avenue, New York
                  New York 10178
                  Tel: (212) 696-6000

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

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

The petition was signed by James Ogle, the company's chief
financial officer.

CommerceConnect Media's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
GE Commercial Finance          Debt                   $173,000,000
2325 Lakeview PKWY
Sutie 700
Alpharetta, GA 30009

Barclays Capital               Debt                   $33,128,813
200 Park Avenue
New York, NY 10166

Publishers Press Inc           Trade                  $1,430,690
100 Frank E. Simon Ave
Shepherdsville, KY 40233

Hines Reit 3HQ LLC                                    $806,884
2800 Post Oak Blvd
Suite 4800
Easton, TX 77056

HID Global Corporation                                $34,290

Pitney Bowes Inc               Trade                  $32,269

W S Darley & Company                                  $30,100

Stryker EMS                                           $27,600

Reachmail Inc                  Trade                  $22,818

Paratech Inc.                                         $22,560

Park Printing                                         $22,254

Inquiry Management                                    $21,332
Systems Inc.

Vinakom Communications                                $17,158
Inc.

Award Designs Inc.                                    $15,530

Omniture Inc.                                         $14,325

ON24 Inc.                                             $14,250

Informatics/System ID                                 $13,559

BOCO Enterprises Inc.                                 $13,428

The Kreisler Group                                    $13,260
Advertiser: DCS by Fisher & Paykel

Mindshare USA Inc.                                    $13,155


COOPER-STANDARD AUTOMOTIVE: Moody's Withdraws 'D' Default Rating
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Cooper-Standard
Automotive Inc. consistent with Moody's Withdrawal Policy.  On
August 3, 2009 Cooper-Standard announced that the company and its
U.S subsidiaries filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in order to
facilitate a balance sheet restructuring.  The company's Canadian
subsidiary, Cooper-Standard Automotive Canada Limited, will seek
relief under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Toronto, Ontario, Canada.

Cooper-Standard announced that it intends to continue operating
"business as usual" during the reorganization process.  To support
this process, the company also announced that certain of the
current lenders have agreed to provide up to $175 million in
debtor-in-possession financing, subject to approval of the U.S.
and Canadian bankruptcy courts.

Ratings Withdrawn:

* D, Probability of Default Rating;

* Ca, Corporate Family Rating;

* SGL-4, Speculative Grade Liquidity Rating;

* Ca (LGD3, 39%) for the Senior secured credit agreement for
  borrowers Cooper-Standard and Cooper-Standard Canada, consisting
  of:

   -- guaranteed senior secured revolving credit (US$ denominated)
      at Cooper-Standard, due December 2010;

   -- guaranteed senior secured revolving credit (US$ or C$
      denominated) at Cooper-Standard Canada, due December 2010;

   -- guaranteed senior secured term loan A (C$ denominated) at
      Cooper-Standard Canada, due December 2010;

   -- guaranteed senior secured term loan B (US$ denominated) at
      Cooper-Standard Canada, maturing December 2011;

   -- guaranteed senior secured term loan C (US$ denominated) at
      Cooper-Standard, maturing December 2011;

   -- guaranteed senior secured term loan D (US$ and Euro
      denominated) at Cooper-Standard, maturing December 2011;

   -- guaranteed senior secured add-on Euro equivalent term loan
      E;

* C (LGD5, 72%) for the guaranteed senior unsecured notes maturing
  December 2012;

* C (LGD6 96%) for the guaranteed senior subordinated unsecured
  notes maturing December 2014

The last rating action on Cooper-Standard was on July 16, 2009,
when the Probability of Default Rating was lowered to D.

Cooper-Standard Automotive, Inc., headquartered in
Novi, Michigan, is a portfolio company of The Cypress Group and
Goldman Sachs Capital Partners.  It is a leading global
manufacturer of fluid handling systems (approximately 53% of
revenues); and body sealing, and noise, vibration, and harshness
(''NVH'') control systems (approximately 47%) for automotive
vehicles.  The company sells about 80% of its products directly to
automotive original equipment manufacturers.  Annual revenues in
2008 were approximately $2.6 billion.


CORPUS BY THE SEA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Corpus By The Sea, LLC
        1700 Abbey Place, Suite 111
        Charlotte, NC 28209

Bankruptcy Case No.: 09-20491

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Harlin C. Womble Jr., Esq.
                  Jordan Hyden et al
                  500 N Shoreline Blvd, Suite 900 N
                  Corpus Christi, TX 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555
                  Email: ecf@jhwclaw.com

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

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

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

           http://bankrupt.com/misc/txsb09-20491.pdf

The petition was signed by James E. Huffstickler, member & manager
of the Company.


COYOTES HOCKEY: Jerry Moyes May be Held in Contempt of Court
------------------------------------------------------------
The Associated Press reports that the Phoenix Coyotes owner Jerry
Moyes and his wife Vickie must prove before the Hon. Redfield T.
Baum of the U.S. Bankruptcy Court for the District of Arizona why
they shouldn't be held in contempt of court after breaching the
confidentiality order that the Court issued on July 18 in the
exchange of information between parties in the team's bankruptcy
case.

The AP states that the show-cause order also includes law firm of
Jennings, Strouss & Salmon, PLC, which represents Mr. Moyes as an
individual in the complex case.

As reported by the Troubled Company Reporter on August 4, 2009,
Maricopa County Superior Court Judge Edward Burke ruled that most
of the documents dealing with negotiations by the city of
Glendale, Arizona, with the Phoenix Coyotes may remain sealed
under a state law that allows nondisclosure in cases of legal
negotiations.  Goldwater was seeking to get a look at Glendale's
negotiations with Mr. Reinsdorf regarding his bid for Phoenix
Coyotes.  Phoenix Coyotes owner Mr. Moyes' lawyers also asked the
Bankruptcy Court to require more information on Mr. Reinsdorf's
$148 million bid for the team.

According to The AP, Mr. Moyes' filing last Friday included
details of talks between potential buyer Jerry Reinsdorf and the
city of Glendale.

The AP relates that Glendale sought the contempt order on Monday,
saying that the city was "absolutely outraged" by the release of
the information.  The report quoted Glendale as saying,
"Significant damage to the integrity of the sale process had been
done and the whole sale process was compromised.  This is not an
overstatement or hysterical reaction.  It is the very harm that
was not supposed to happen."

The Reinsdorf group "expressed its complete disbelief that such
confidential material was released by Moyes and threatened to walk
away from the bidding process," The AP says, citing Glendale.

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

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


CROSS TECHNOLOGY INC: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Cross Technology Inc.
        305 Junia Ave
        Winston Salem, NC 27127

Bankruptcy Case No.: 09-51559

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Bankruptcy Judge Catharine R. Carruthers

Debtor's Counsel: W. Joseph Burns, Esq.
                  P.O. Box 21433
                  Winston-Salem, NC 27120-1433
                  Tel: (336) 397-0036
                  Email: attorney@wjburns.com

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

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

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

            http://bankrupt.com/misc/ncmb09-51559.pdf

The petition was signed by James F. Inman, president of the
Company.


CURTIS KEITH KIMBALL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Joint Debtors: Curtis Keith Kimball
                  dba Kimball Agency LLC
               Kendall Easton Kimball
               2939 W Wayne Lane
               Anthem, AZ 85086

Bankruptcy Case No.: 09-18264

Chapter 11 Petition Date: August 3, 2009

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

Debtors' Counsel: Nasser U. Abujbarah, Esq.
                  The Law Offices Of Nasser U. Abujbarah
                  10654 N. 32nd St
                  Phoenix, AZ 85028
                  Tel: (602) 493-2586
                  Fax: (602) 923-3458
                  Email: NUALegal@yahoo.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


DBSI INC: Court Grants Extension on Accounting Probe
----------------------------------------------------
The Associated Press reports that the Hon. Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware has given an
investigator more time to scrutinize DBSI Inc.'s transactions and
accounting records.

As reported by the Troubled Company Reporter on August 4, 2009,
Joshua Hochberg, the examiner, was scheduled to submit on August 4
an interim report on his investigation into DBSI's inter-company
transactions and transfers.  Court-appointed investigators found
earlier this year evidence that money from new DBSI investors was
used to pay financial obligations to those who had previously
bought into the Company.  The state of Idaho also accused DBSI of
engaging
in a Ponzi scheme and defrauding thousands of investors out of
millions of dollars through the sale of unregistered securities.

Judge Walsh, according to The AP, also ordered DBSI president
Douglas Swenson to answer under oath questions posed by
Mr. Hochberg.

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

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

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


DH ORCHARD LIMITED: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: DH Orchard Limited
        6836 Bee Caves Road, Suite 202
        Austin, TX 78746

Case No.: 09-12154

Chapter 11 Petition Date: August 3, 2009

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

Debtor's Counsel: Lynn H. Butler, Esq.
                  Brown, McCarroll, LLP
                  111 Congress Avenue, Suite 1400
                  Austin, TX 78701
                  Tel: (512) 472-5456
                  Fax: (512) 479-1101
                  Email: lbutler@mailbmc.com

Estimated Assets: $50,000,001 to $100,000,000

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

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


DRIVETIME AUTOMOTIVE: S&P Withdraws B- Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
ratings, including its 'B-' long-term counterparty credit rating,
on DriveTime Automotive Group Inc. and DT Acceptance Corp.

The ratings were withdrawn at the request of the issuer and in
accordance with S&P's policies and procedures.


DRY CREEK FARMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dry Creek Farms, LLC
        110 Evans Mill Drive, Suite 401
        Dallas, GA 30157

Bankruptcy Case No.: 09-43118

Chapter 11 Petition Date: August 3, 2009

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

Judge: Paul W. Bonapfel

Debtor's Counsel: Beth E. Rogers, Esq.
                  Rogers Law Offices, Suite 201
                  4047 Holcomb Bridge Rd.
                  Norcross, GA 30092
                  Tel: (770) 685-6320
                  Fax: (678) 990-9959
                  Email: brogers@berlawoffice.com

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

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

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

            http://bankrupt.com/misc/ganb09-43118.pdf

The petition was signed by Stanley E. Stephens, managing member of
the Company.


EAGLE RIVER BOWL: Case Summary 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Eagle River Bowl, LLC
        12130 Regency Drive #201
        Eagle River, AK 99577

Bankruptcy Case No.: 09-00543

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Alaska (Anchorage)

Debtor's Counsel: John C. Siemers, Esq.
                  Burr, Pease & Kurtz
                  810 N Street
                  Anchorage, AK 99501
                  Tel: (907) 276-6100
                  Fax: (907) 258-2530
                  Email: bankruptcy@bpk.com

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

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

A list of the Company's 21 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/akb09-00543.pdf

The petition was signed by Lynn H. Lythgoe Jr., managing member of
the Company.


EAGLESTAR INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Eaglestar Investments LLP
        14 Crested Pines Court
        The Woodlands, TX 77381

Bankruptcy Case No.: 09-35588

Chapter 11 Petition Date: August 3, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  Email: b.m.rogers@att.net

Total Assets: $3,000,000

Total Debts: $1,400,000

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

The petition was signed by Drew Montz, partner of the Company.


EAST BAGLEY INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: East Bagley, Inc.
           fdba Vhooda
           dba Blue Snapper Bar and Grill
           dba Blue Snapper Grill and Bar
           dba The Blue Snapper Grill
           fdba Vhooda Grill & Mango Bar
           dba Blue Snapper
           dba Blue Snapper
           dba Blue Snapper Restaurant & Lounge
           fdba Vhooda Restaurant
           fdba Vhooda Grill
       9205 Shenandoah Drive
       North Royalton, OH 44133-1563

Bankruptcy Case No.: 09-17194

Chapter 11 Petition Date: August 3, 2009

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

Judge: Arthur I. Harris

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  515 Leader Bldg
                  526 Superior Ave
                  Cleveland, OH 44114-1903
                  Tel: (216) 771-9980
                  Fax: (216) 771-9978
                  Email: kjfcolpa@aol.com

Total Assets: $333,793

Total Debts: $2,852,778

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

            http://bankrupt.com/misc/ohnb09-17194.pdf

The petition was signed by Patrick Potopsky, president of the
Company.


ECLIPSE AVIATION: Jet Owners Group's $40MM is Lead Bid for Assets
-----------------------------------------------------------------
Fred George at Aviation Week reports that Eclipse Aerospace, Inc,
with its $40 million offer is the "stalking horse bidder" for
Eclipse Aviation Corp.'s assets.

As reported by the Troubled Company Reporter on August 3, 2009, a
group that includes former jet owners of Eclipse, through company
called Eclipse Aerospace, have submitted a bid that would put the
aircraft manufacturing business of Eclipse Aviation back into
production.  The buyers include former jet owners of Eclipse.

The U.S. Bankruptcy Court for the District of Delaware will
consider the proposed sale on August 10.  Mayor Martin Chavez of
the city of Albuquerque, New Mexico, expects the sale to close on
August 24.

Court documents say that under the asset purchase agreement, the
starting bid consists of about $20 million in cash and some
$20 million in new notes.  According to court documents, Eclipse
Aerospace offered to put up a $5 million escrowed deposit, while
proposing that any other bidder compete the offer with an equal
amount plus a minimum $2 million topping bid to demonstrate its
financial qualifications.

Aviation Week notes that if Eclipse Aviation's bankruptcy attorney
Jeoffrey Burtch of Cooch & Taylor accepts Eclipse Aerospace's bid,
the asset sale could be completed in the next 30 days.

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines.  The company and
Eclipse IRB Sunport, LLC filed separate petitions for Chapter 11
relief on Nov. 25, 2008 (Bankr. D. Delaware Lead Case No.
08-13031).  Daniel Guyder, Esq., John Kibler, Esq., and David C.
Frauman, Esq., at Allen & Overy LLP, represent the Debtors as
counsel.  Joseph M. Barry, Esq., and Donald J. Bowman, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors as
Delaware counsel.  Eclipse Aviation Corporation listed assets of
between $100 million and $500 million and debts of more than
$1 billion.

The Court has issued an order converting the case to Chapter 7
liquidation.


EDDIE BAUER: Golden Gate Closes $268MM Deal to Buy Assets
---------------------------------------------------------
The Associated Press reports that Golden Gate Capital has closed a
deal to acquire Eddie Bauer Holdings, Inc., for $268 million.

Golden Gate 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.

As reported by the Troubled Company Reporter on July 24, 2009,
Eddie Bauer received Bankruptcy Court approval to proceed with the
sale of its business to Golden Gate Capital for $286 million in
cash.

Eddie Bauer beat an affiliate of CCMP Capital Advisors, LLC, at
the auction.  The CCMP unit's $202 million cash offer served as
stalking horse bid.

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.  The firm's charter is to
partner with world-class management teams to make equity
investments in situations where there is a demonstrable
opportunity to significantly enhance a company's value.

                         About Eddie Bauer

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

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

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

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


EDWARD STARRS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Edward Starrs
        2716 Highland Hills Dr
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 09-36320

Chapter 11 Petition Date: August 2, 2009

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

Judge: Christopher M. Klein

Debtor's Counsel: Philip J. Rhodes, Esq.
                  PO Box 2911
                  Fair Oaks, CA 95628
                  Tel: (916) 612-7279

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

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

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

             http://bankrupt.com/misc/caeb09-36320.pdf

The petition was signed by Mr. Starrs.


EMDEON BUSINESS: Planned IPO Won't Affect S&P's 'B' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it does not expect
its rating on Nashville-based Emdeon Business Services
(B+/Stable/--) to be affected by the company's planned IPO.

Although the IPO, if completed, is favorable to the company's
liquidity, the total proceeds of the transaction are likely to be
relatively small relative to the company's debt burden.
Additionally, the company has not specified what portion of the
proceeds, if any would be used for reduction of debt.


EMPIRE RESORTS: Park Avenue Supplants Bank of Scotland as Lender
----------------------------------------------------------------
Empire Resorts, Inc., on July 27, 2009, entered into an Amended
and Restated Loan Agreement, among the Company, the subsidiary
guarantors party thereto, The Park Avenue Bank, in its capacity as
assignee of Bank of Scotland, and PAB, as assignee of Bank of
Scotland, as agent, which amends and restates the Company's
$10.0 million secured credit facility with the Bank of Scotland.

In connection with the closing of the Loan Agreement, Bank of
Scotland assigned to PAB its rights, title and interest as agent
and lender in all loans made under the Original Loan Agreement and
all liens and other security interests granted in connection with
the Original Loan Agreement.  On July 17, Empire Resorts entered
into an amendment to the Loan Agreement with Bank of Scotland to
extend the maturity date of the Loan Agreement from July 17 to
July 24.

Immediately prior to the closing of the Loan Agreement, the
outstanding balance under the Original Loan Agreement was
approximately $6.9 million.  Upon the closing of the Loan
Agreement, the Company repaid approximately $2.5 million of the
outstanding balance under the Original Loan Agreement.  As a
result, the initial outstanding principal amount of the loans
under the Loan Agreement is approximately $4.4 million.

PAB, as sole lender under the Loan Agreement, executed a loan
participation agreement with Stamford (Victoria) LP with respect
to $1.0 million of the loans under the Loan Agreement.  Under the
terms of the Loan Agreement, the Company may request that PAB and
Stamford make available to the Company up to approximately an
additional $5.6 million in advances under the Loan Agreement
through the participation of third parties acceptable to PAB.

The Loan Agreement continues to be secured by a first mortgage on
the 230-acre Monticello Raceway, which was originally granted in
favor of the Bank of Scotland by the Company's wholly owned
subsidiary, Monticello Raceway Management, Inc.  The Loan
Agreement is also secured by all other assets of the Company, now
owned or later acquired, including a pledge of the Company's
equity interests in all of its current and future subsidiaries.

Pursuant to the terms of an Intercreditor Agreement, dated as of
July 11, 2005, by and among Bank of Scotland, The Bank of New
York, as trustee under the indenture for the benefit of the
holders of the Company's 5-1/2% senior convertible notes, the
Company and certain subsidiaries of the Company, the liens
securing the obligations under the Loan Agreement have a first
priority position notwithstanding the security interests granted
in connection with the Company's issuance of $65 million of Notes.

Amounts outstanding under the Loan Agreement bear interest at a
rate per annum equal to the greater of (i) the US prime rate plus
5.50% and (ii) 9.00%, which amount is payable monthly following
the closing of the Loan Agreement.

The aggregate amount of unpaid principal outstanding under the
Loan Agreement is to be repaid upon maturity.  The Loan Agreement
provides for a short term maturity date of July 28, 2009.
Individual holders of the Notes have a right to demand repayment
of the outstanding principal balance of their Notes, plus accrued
interest thereon, on July 31, 2009.

If a settlement or restructuring transaction between the Company
and the holders of the Notes occurs on or before July 28, 2009 --
or within 90 days thereof, provided that all interest that would
be due and payable on the unpaid principal has been paid prior to
the commencement of such 90-day period -- the maturity date of the
Loan Agreement is to be extended to July 28, 2011.  If certain
conditions are satisfied, the maturity date may be further
extended for up two consecutive periods of six months each.

The Company and PAB also agreed, pursuant to the terms of a Side
Letter Agreement entered into on July 27, 2009, that in the event
the Company reaches an agreement with the holders of the Notes
providing for an extension of the date upon which the Notes mature
or become mandatorily redeemable, then the First Maturity Date is
to be extended to a date that is at least seven days prior to such
date.

As a condition to the closing of the Loan Agreement, the Company
issued warrants to purchase an aggregate of 277,778 shares of its
common stock, at an exercise price of $0.01 per share, to PAB and
a designee of the Participant.  The Warrants expire on July 26,
2014.

On July 27, 2009, the Company also entered into an Investor Rights
Agreement with PAB and Stamford in connection with issuance of the
Warrants.  The Investor Rights Agreement provides the holders of
the Warrants with, among other things, certain rights with respect
to the registration under the Securities Act of 1933 of the resale
of the shares issuable upon exercise of the Warrants.

As reported by the Troubled Company Reporter, PAB delivered on
July 29, 2009, to the Company and the subsidiary guarantors under
the Loan Agreement a notice of the occurrence of an event of
default under the Loan Agreement as a result of the Company's
failure to pay principal thereunder when due on July 28.  As a
result, all principal outstanding under the Loan Agreement, in the
amount of approximately $4.4 million, is immediately due and
payable.  Pursuant to the terms of the Loan Agreement, during the
continuance of this event of default, the Company is to pay
interest on the unpaid principal amount of the outstanding loans
at a rate per annum equal to the greater of (i) the US prime rate
plus 5.50% and (ii) 9.00%, plus, in either case, 6%.

On July 29, 2009, PAB delivered a notice to The Bank of New York
advising that, as a result of the occurrence of the event of
default under the Loan Agreement, a standstill period has
commenced under the Intercreditor Agreement.  Under the terms of
the Intercreditor Agreement, during the continuance of the
standstill period the holders of the Notes and The Bank of New
York, as trustee under the indenture for the benefit of the
holders of the Notes, are prohibited from exercising any rights or
remedies in respect of collection on, set off against, marshalling
of, or foreclosure on the collateral pledged by the Company to
secure its obligations under the Notes.

The standstill period will expire October 27, 2009.

                       About Empire Resorts

Empire Resorts Inc. -- http://www.empiresorts.com/-- owns and
operates the Monticello Casino & Raceway, including slot machines
and a 230-acre harness racing facility in Sullivan County, 90
miles from midtown Manhattan.


EPIX PHARMACEUTICALS: Auction Dates Set for Equipment, IP Assets
----------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., said August 25, 2009, is the date for
the sale of EPIX Pharmaceuticals Inc. equipment and September 30,
2009, is the date for the sale of EPIX's intellectual property.

EPIX's products and services focus on the discovery and
development of 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 and lung conditions.  In
addition, EPIX has programs related to its MRI imaging business.
EPIX also has collaborations with several leading pharmaceutical
and research foundations.

The intellectual property, regulatory dossier, fixed assets and
clinical inventory will be sold at auction on September 30, 2009.

Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's Office --
jffinnjr@earthlink.net or 781-237-8840. They will then receive a
bid package.

                 About Joseph F. Finn, Jr., C.P.A.

Joseph F. Finn, Jr., C.P.A., is the founding partner of the firm,
Finn, Warnke & Gayton, Certified Public Accountants of Wellesley
Hills, Massachusetts.  He works primarily in the area of
management consulting for distressed enterprises, bankruptcy
accounting and related matters, such as assignee for the benefit
of creditors and liquidating agent for a corporation.  He has been
involved in a number of loan workouts and bankruptcy cases for
thirty-five (35) years.  His most recent Assignments for the
Benefit of Creditors in the biotech field include Spherics, Inc.,
ActivBiotics, Inc., and Prospect Therapeutics, Inc.


FERTINITRO FINANCE: Fitch Junks Rating on $250 Mil. Bonds
---------------------------------------------------------
Fitch Ratings has downgraded to 'CCC' from 'B-' FertiNitro Finance
Inc.'s US$250 million 8.29% secured bonds due 2020.  Fitch has
also placed the rating on Rating Watch Negative.

The rating action reflects FertiNitro's financial deterioration
since the last quarter of 2008.  The combination of weaker ammonia
and urea prices and lower than expected production levels have
contributed to FertiNitro's distressed financial position and
limited debt service capacity.  Based on Fitch's projections, the
project may not have enough cash available for the October debt
service payment.

The Watch Negative status reflects the uncertainty of FertiNitro's
ability to address its immediate short-term obligations.

Although FertiNitro made its April debt service payment as
scheduled, most of the debt service reserve account (DSRA) was
drawn.  As of June 2009 the DSRA holds only $16.1 million, less
than 50% of the minimum required balance of six months debt
service.

According to Fitch projections, the debt service coverage for the
second half of 2009 is 0.6 times (x).  The decline from 2.0x
coverage in 2008 corresponds to a sharp decline in ammonia and
urea prices, lower operating performance, and increased capital
expenditures.  Urea sales account for 80% of the total project
revenues and urea prices fell from a high of $693/metric ton (MT)
in August 2008 to a low of $181/MT in June 2009.  In 2008 urea
prices averaged $416/MT, and in the first half of 2009, prices
have been on average $226/MT.  These prices reflect the blend of
selling domestically at the official price of $72.19/MT per the
May 2007 Decree, and of exporting at the international market
prices.  For ammonia, prices declined from a high of $852.48/MT in
September 2008 to a low of $81.60/MT in January 2009.  In 2008,
ammonia prices averaged $506/MT, and in the first half of 2009,
prices have been on average $196/MT.

Also, Fitch views the continued reliance on FertiNitro to supply
the Venezuelan market as a concern.  As of June 2009, urea
shipments to Pequiven, the petrochemicals state-owned company, at
the official price of $72.19 have been approximately 49,000 MT,
almost half of 2008 levels for the same period.  However,
FertiNitro estimated that 175,000 MT could be demanded by the
domestic market in 2009.

FertiNitro has not been able to demonstrate its ability to
consistently perform at steady production levels.  In 2008, the
ammonia trains produced at 77% of nameplate capacity, and the urea
trains produced at 74%, below 2007 levels (ammonia 83% and urea
81%).  Up to June 2009, the production vs.  nameplate capacity was
86% for ammonia and 80% for urea; and if compared with 2009 budget
production levels, ammonia production has been 97% and urea 91%.

It is uncertain whether FertiNitro will be able to sustain
production levels absent the critical repairs that are needed in
the coming months.  Capital expenditures (capex) in the first
semester of this year were almost double of budgeted levels, due
to critical equipment replacement.  Capex for the second semester
of 2009, which included new critical equipment, has already been
adjusted and deferred to 2010.  Hence, capital expenditures for
the second half of 2009 are estimated at $13.6 million.

Recent legislative action has increased the uncertainty regarding
potential government intervention.  In June 2009, the Official
Gazette 39,203 for the Development of Petrochemical Activities
law, was approved by the Venezuelan National Assembly.  The law
gives the right to Pequiven to manage basic and intermediate
petrochemical activities related companies.  The right could be
executed directly by the state-owned company or via mixed
enterprises through which Pequiven decision making and
participation in the project could increase to at least 50%.  In
Fitch's opinion, the implementation of this law could further
increase government interventionism in the project.

FertiNitro, located in the Jose Petrochemical Complex in
Venezuela, ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of
3,600 MT of ammonia and 4,400 MT of urea.  It is owned 35% by a
Koch Industries, Inc. subsidiary, 35% by Pequiven, 20% by a
Snamprogetti S.p.A. subsidiary, and 10% by a Cerveceria Polar,
C.A. subsidiary.


GATNT LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: GATNT, LLC
        4222 Kessler Ridge Dr
        Marietta, GA 30062

Bankruptcy Case No.: 09-80288

Chapter 11 Petition Date: August 3, 2009

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

Debtor's Counsel: John C. Pennington, Esq.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916
                  Email: jcppc@windstream.net

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

Estimated Debts: $0 to $50,000

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

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


GENTA INC: Files Prospectus in Connection with Securities Issuance
------------------------------------------------------------------
Genta Incorporated filed with the Securities and Exchange
Commission Amendment No. 4 to its registration statement in
connection with its plan to offer:

     -- up to $7.0 million of an aggregate principal amount of
        Units consisting of 70% (or $4.9 million) Convertible
        Notes and 30% (or $2.1 million) Common Stock;

     -- 49,000,000 shares of common stock underlying the
        convertible notes;

     -- $832,308 convertible notes convertible into 8,323,080
        shares of common stock issuable as payment of interest on
        the convertible notes;

     -- warrants to purchase 12,250,000 shares of common stock
        underlying the principal amount of the convertible notes;
        and

     -- 12,250,000 shares of common stock underlying the warrants.

All costs associated with this registration will be borne by
Genta.  On June 26, 2009, Genta effected a 1-for-50 reverse stock
split.  As a result, the share numbers and stock price numbers are
all reflected on a post-split basis.

On July 28, 2009, the closing price of Genta common stock was
$0.38 per share.  Genta common stock is quoted on the OTC Bulletin
Board under the symbol "GETA."

Brokers or dealers effecting transactions in these shares should
confirm that the shares are registered under the applicable state
law or that an exemption from registration is available.

The securities are speculative and involve a high degree of risk.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?40bc

Rodman & Renshaw, LLC will act a placement agent for the placement
for the securities being offered.

                     About Genta Incorporated

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.

As reported in the Troubled Company Reporter on May 14, 2009,
Genta Incorporated said it currently projects that it will run out
of funds in June 2009 absent additional funding.  Moreover, the
Company does not have any additional financing in place.  If the
Company is unable to raise additional funds, it could be required
to reduce its spending plans, reduce its workforce, license or
sell assets or products it would otherwise seek to commercialize
on its own, or file for bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, on acceptable
terms.

Genta said its recurring losses and negative cash flows from
operation raise substantial doubt about its ability to continue as
a going concern.


GMAC FINANCIAL: May Divulge Plan for ResCap by Year-End
-------------------------------------------------------
GMAC may tell investors by year-end what it plans to do with the
company's money-losing home mortgage unit and may sell part of its
insurance operations, Carla Main at Bloomberg News reported.

According to the report, investors pressed GMAC Chief Financial
Officer Robert Hull about the fate of its Residential Capital LLC
unit, known as ResCap, during a conference call August 4.  The
questions came after GMAC posted its second quarter results.

As reported by the TCR on August 5, 2009, GMAC Financial Services
reported a second quarter 2009 after-tax net loss of $3.9 billion,
compared to a net loss of $2.5 billion in the second quarter of
2008.  GMAC's mortgage operations, which include ResCap and the
mortgage activities of Ally Bank and ResMor Trust, reported a
pre-tax loss of $2.0 billion in the second quarter of 2009,
compared to a pre-tax loss of $1.8 billion in the second quarter
of 2008.  GMAC's insurance business reported a pre-tax loss of
$476 million in the second quarter of 2009, compared to pre-tax
income of $193 million in the year-ago period.

Bloomberg recounts that ResCap, once the most profitable unit of
GMAC, almost went bankrupt last year amid surging defaults on
subprime home loans, and investors asked Hull why GMAC still
provides support.  ResCap has less than $8 billion in outstanding
debt maturing through 2015, including a $2 billion revolving
credit line due next year, Mr. Hull said, according to Bloomberg.

Bloomberg cited Mr. Hull as saying that GMAC doesn't want to put
ResCap into bankruptcy now because it has a mortgage origination
and servicing platform that the parent company needs.

As part of its effort to streamline its international business and
focus primarily on its U.S. lending and servicing businesses,
ResCap has already sold its mortgage operations in Australia and
Spain.

                            About GMAC

GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific.  GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking.  As of
December 31, 2008, the company had $189 billion in assets and
serviced 15 million customers around the world.

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

GMAC Financial Services is wholly owned by GMAC LLC.  Cerberus
Capital Management LP led a group of investors that bought a 51%
stake in GMAC LLC from General Motors Corp. in December 2006 for
$14 billion.

On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2009,
Standard & Poor's Ratings Services maintains its CCC/Negative/C
rating on GMAC LLC despite the Company's announcement that it
entered into an agreement with Chrysler Financial Services
Americas LLC to provide future automotive financing products and
services to Chrysler dealers and customers.


GPS INDUSTRIES: Faces $875,000 in Claims From 17 Law Firms
----------------------------------------------------------
Brian Baxter at The American Lawyer says the bankruptcy filing by
GPS Industries has left 17 firms with more than $875,000 in unpaid
legal fees:

     1. Fitch, Even, Tabin & Flannery in Chicago is owed $679,000.
        Fitch Even prevailed in a motion to dismiss a declaratory
        judgment suit filed by a competitor of GPSI in 2008;

     2. TroyGould in Los Angeles is owed $138,637.  It represented
        GPSI in a $12.5 million PIPE transaction with Dubai-based
        Leisurecorp in 2007;

     3. DLA Piper, Texas firm Brown McCarroll and Thompson &
        Knight are owed less than $10,000 in fees;

     4. Shore Chan Bragalone in Dallas, GPSI's exclusive licensing
        agent, is owed $10,706;

     5. Scott & Scott in Dallas is owed $18,410; and

     6. Shumaker, Loop & Kendrick is owed $12,305.

According to Mr. Baxter, other firms owed smaller amounts included
British firm Bristows; Evans & Mullinix in Shawnee, Kansas;
Schiffman, Abraham, Kaufman & Ritter in Hackensack, N.J.; Icard,
Merrill, Cullis, Timm, Furen & Ginsburg in Sarasota; Scarlett
Manson Angus in Victoria, B.C.; Kummer Kaempfer in Las Vegas;
Trenam Kemker in Tampa; and Wells & Cuellar in Houston.

As reported by the Troubled Company Reporter on August 5, 2009,
Michael Hinman at Tampa Bay Business Journal said the Debtor's
debts include:

     -- a $2.3 million promissory note to the estate of Douglas E.
        Wood that is due June 2011;

     -- a $1.8 million patent lien from Optimal IP Holdings LP;

     -- a $1 million trade debt with Great White Shark Enterprises
        LLC of Jupiter; and

     -- an additional $627,000 trade debt with Austin
        Manufacturing Services of Dallas.

GPS Industries said in a filing with the U.S. Securities and
Exchange Commission that there was doubt about its ability to
continue as a going concern due to its "history of losses, limited
financial resources and need for additional working capital to
implement the company's business plan."

GPS Industries, Inc., is a golf course global positioning system
manufacturer in Sarasota, Florida.  It filed for Chapter 11
bankruptcy protection on July 31, 2009 (Bankr. M.D. Fla. Case
No. 09-16766).  Judge  Catherine Peek McEwen presides over the
case.  Richard J. McIntyre, Esq., at McIntyre, Panzarella,
Thanasides & Eleff, in Temple Terrace, Florida, serves as the
Debtor's counsel.  The Debtor listed $2,971,388 in assets and
$27,901,483 in debts in its petition.


HEADWATERS INC: S&P Raises Issue-Level Rating on Notes to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on South Jordan, Utah-based Headwaters Inc.'s 2.875% convertible
subordinated notes due 2016 to 'CCC' from 'D' (one notch lower
than the corporate credit rating on the company).  The recovery
rating remains '5' and is subject to review pending the successful
completion of the company's proposed asset-based lending facility.
The ratings, including the 'CCC+' corporate credit rating, remain
on CreditWatch, where they were placed with developing
implications on July 30, 2009.

"We raised the issue-level rating following Headwaters'
announcement that it has completed its planned convertible debt
exchanges, resulting in total debt reduction of approximately
$35 million," said Standard & Poor's credit analyst Tobias
Crabtree.  The company exchanged $19.8 million in principal of its
2.875% convertible senior subordinated notes due 2016 for
4.8 million shares of its common stock, which S&P deemed to be a
distressed exchange.  Following the exchange, $71.8 million of the
company's 2.875% convertible senior subordinated notes due 2016
remain outstanding.

The corporate credit rating on Headwaters is 'CCC+' and it remains
on CreditWatch with developing implications.

                            Rating List

                          Headwaters Inc.

        Corporate Credit Rating         CCC+/Watch Dev/B-3

                   Rating Raised; On CreditWatch

                          Headwaters Inc.

                                       To               From
                                       --               ----
      2.875% Conv Sub Notes Due 2016   CCC/Watch Dev    D
        Recovery Rating                5                5


HELLER EHRMAN: Former Employees Seek Committee Representation
-------------------------------------------------------------
Amanda Royal at The Recorder says former employees at defunct firm
Heller Ehrman are seeking better representation on the official
committee of unsecured creditors appointed in the firm's
bankruptcy case.  The former employees, Ms. Royal says, allege
there is a lack of aggressiveness in pursuing former shareholders
and collecting accounts receivable.

According to Ms. Royal, the employees want the U.S. Trustee to
appoint to the committee a former Heller employee who is not a
former shareholder "nor aligned with former shareholder
interests."

Craig Collins, Esq., at Blum Collins, represents the former Heller
employees.  According to Ms. Royal, Mr. Collins sent a three-page
letter addressed to Minnie Loo, a trial attorney in the San
Francisco office of the U.S. Trustee.

The letter alleges that Heller's former partners are running off
with clients and accounts.  "We expect that the accounts
receivable are owed in most cases by clients whom the former
shareholders have taken with them to other law firms," the letter
says, according to Ms. Royal.  "Those former shareholders have no
incentive to encourage their current clients to pay their old
debts to Heller at the same time the shareholders are working to
establish new relationships between their clients and their new
firms.  The economic incentive is to breach their fiduciary duty
to their former firm and its creditors and to bring to their new
firms all of the new income they can generate."

Ms. Royal says the current employee representative on the five-
person committee is Wondie Russell, who was once a partner at
Heller.  She was a contract attorney when the firm collapsed and
has the largest employee claim, for about $92,000.  The other four
panel members are retired partner William Mackey and Heller's
three largest unsecured creditors -- landlords Bush Associates and
MEPT St. Mathews, and document management company Williams Lea.

Ms. Royal relates Thomas Willoughby, Esq., a partner at
Felderstein Fitzgerald Willoughby & Pascuzzi, which represents the
creditors committee, disagrees with the "tone and the content" of
the letter.

"It's just misinformed," Mr. Willoughby said, accoriding to Ms.
Royal.

According to Ms. Royal, Mr. Willoughby said Heller continues to
collect money from clients and a report will be filed this week
with an update on the estate's financial affairs.  Mr. Willoughby
said the estate has about $10 million in cash right now.  As for
pursuing former partners, he said there are confidential
settlement negotiations going on behind the scenes.

Ms. Royal says a copy of the letter was mailed to The Recorder in
an envelope without a return address.  She says Ms. Loo did not
return a call for comment, and a receptionist said she was off for
the day.  Ms. Russell could not be reached, Ms. Royal says.

Ms. Royal also relates Steve Blum, Esq., Mr. Collins' partner,
said he did not send the letter to The Recorder.  "Fat cats keep
getting fatter," he said of the matter and declined to comment
further, Ms. Royal relates.

                       About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif. Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed between $50 million and $100 million
each in assets and debts in its bankruptcy petition.


HI-TEK WAREHOUSE CORP: Case Summary & 10 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Hi-Tek Warehouse Corp.
        20851 Currier Road
        City of Industry, CA 91789

Bankruptcy Case No.: 09-30244

Chapter 11 Petition Date: August 3, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: James S. Yan, Esq.
                  980 S Arroyo Pkwy, Suite 250
                  Pasadena, CA 91105
                  Tel: (626) 405-0872
                  Fax: (626) 405-0970
                  Email: jsyan@msn.com

Total Assets: $6,970,626

Total Debts: $5,204,895

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

            http://bankrupt.com/misc/cacb09-30244.pdf

The petition was signed by William Lo, president of the Company.


HOLDEN FUNDING: Moody's Junks Ratings on $100 Mil. Secured Bonds
----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded its
rating these Bonds issued by Holden Funding Corporation II:

  -- $100,000,000 7.345% Secured Guaranteed Amortizing Bonds Due
     2035, Downgraded to Caa2; previously on 04/13/09 Ba3;

The current rating assigned by Moody's to the Bonds is linked to
several factors, including, but not limited to, various series of
perpetual and long-dated floating rate notes owned by the Company,
and the rating of Ambac Assurance Corporation as Swap Guarantor
and will change upon changes in Moody's ratings of these factors.
The Bonds also benefit from a financial insurance agreement
entered into between the Company and Ambac.

The action reflects the changes in the rating of the Ambac as the
Swap Counterparty, whose rating was downgraded to Caa2 by Moody's
on July 29, 2009.  The amounts received from the Swap Counterparty
are used to pay interest and principal on the Bonds.  The current
ratings are not based on the rating of the financial insurance
agreement provider but on the underlying strength of the
transaction absent the insurance policy issued on the Bonds.
Since, however, the role of Ambac in guaranteeing the swap
payments to the issuer is an inherent part of the structure,
Ambac's rating has been included to the extent that the swap
payments are necessary for the issuer to make timely payments on
the Bonds.  The rating action is consistent with Moody's modified
approach to rating structured finance securities wrapped by
financial guarantors as described in a press release dated
November 10, 2008, titled "Moody's modifies approach to rating
structured finance securities wrapped by financial guarantors."


INSIGHT HEALTH: Amends Employment Agreements with 4 Executives
--------------------------------------------------------------
InSight Health Services Corp., a wholly owned subsidiary of
InSight Health Services Holdings Corp., on July 30, 2009, entered
into amendments to employment agreements with these executive
officers:

     -- Louis E. Hallman, III, President and Chief Executive
        Officer of the Company and InSight;

     -- Bernard O'Rourke, Executive Vice President and Chief
        Operating Officer of the Company and InSight;

     -- Patricia R. Blank, Executive Vice President - Revenue
        Cycle Management of the Company and InSight; and

     -- Donald F. Hankus, Executive Vice President and Chief
        Information Officer of InSight.

The Company executed the amendments with Ms. Blank and Mr. Hankus
as well because it was a party to their original employment
agreements.  Each of the amendments provides that, among other
things:

     -- each executive will be eligible to receive an annual bonus
        in accordance with the executive incentive compensation
        plan for the then current fiscal year (80% of such bonus
        will be based on the Company achieving certain financial
        or other goals approved by the Company's board of
        directors, and 20% of which will be based on the
        achievement of certain personal management objectives over
        the course of the year); and

     -- any payments and benefits under the existing employment
        agreements will be made in compliance with Section 409A of
        the Internal Revenue Code, which could result in an
        executive not receiving certain payments or benefits
        during a delay period following such person's separation
        from InSight.

A full-text copy of the First Amendment to Executive Employment
Agreement dated July 30, 2009, by and between InSight and Louis E.
Hallman, III, is available at no charge at:

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

A full-text copy of the First Amendment to Executive Employment
Agreement dated July 30, 2009, by and between InSight and Bernard
O'Rourke, is available at no charge at:

             http://ResearchArchives.com/t/s?40b0

A full-text copy of the First Amendment to Executive Employment
Agreement dated July 30, 2009, by and among the Company, InSight
and Patricia R. Blank, is available at no charge at:

             http://ResearchArchives.com/t/s?40b1

A full-text copy of the First Amendment to Executive Employment
Agreement dated July 30, 2009, by and among the Company, InSight
and Donald F. Hankus, is available at no charge at:

            http://ResearchArchives.com/t/s?40b2

InSight Health Services Holdings Corp., through InSight Health
Services Corp. and its subsidiaries, provides diagnostic imaging
services through a network of fixed-site centers and mobile
facilities.  The Company's services are noninvasive procedures
that generate representations of internal anatomy on film or
digital media, which are used by physicians for the diagnosis and
assessment of diseases and disorders.  The Company's operations
are primarily concentrated in California, Arizona, New England,
the Carolinas, Florida, and the Mid-Atlantic states.

Holdings and InSight filed voluntary petitions to reorganize their
business under chapter 11 of the Bankruptcy Code on May 29, 2007
(Bankr. D. Del. Case No. 07-10700).  The filing was in connection
with a prepackaged plan of reorganization and related exchange
offer.  The other subsidiaries of Holdings were not included in
the bankruptcy filing and continued to operate their business.  On
July 10, 2007, the bankruptcy court confirmed Holdings' and
InSight's Second Amended Joint Plan of Reorganization.  The plan
became effective, and Holdings and InSight emerged from bankruptcy
protection on August 1, 2007.  Pursuant to the confirmed plan and
the related exchange offer, (I) all of Holdings' common stock, all
options for Holdings' common stock and all of InSight's 9.875%
senior subordinated notes due 2011, or senior subordinated notes,
were cancelled, and (II) holders of InSight's senior subordinated
notes and holders of Holdings' common stock prior to the effective
date received 7,780,000 and 864,444 shares of newly issued
Holdings' common stock, respectively, in each case after giving
effect to a one for 6.326392 reverse stock split of Holdings'
common stock.

At March 31, 2009, the Company had $183,567,000 in total assets;
and $34,681,000 in total current liabilities, and $300,675,000 in
total long-term liabilities, resulting in $151,789,000 in
stockholders' deficit.


INTERMET CORP: Cerion Working to Close $13MM Deal to Acquire Co.
----------------------------------------------------------------
Tony Adams at Ledger.Enquirer.com reports that a Cerion LLC
spokesperson Gordon Cole said that the company is working to close
a $13 million acquisition of Columbus Foundry and its parent
company, Intermet Corp.

Ledger.Enquirer.com quoted Mr. Cole as saying, "Cerion is
continuing to work on purchasing the assets that it won at
auction.  The deal has not closed."

According to Ledger.Enquirer.com, the U.S. Bankruptcy Court for
the District of Delaware already approved the purchase price.
Cerion, as part of the deal, will assume $2 million in Intermet
debt, primarily for utility payments and property taxes,
Ledger.Enquirer.com relates.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


INTERNATIONAL RECTIFIER: Lawsuit Won't Affect S&P's 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on El
Segundo, California-based International Rectifier Corp. (BB-
/Negative/--) are not affected by the recently announced agreement
to settle a securities class action lawsuit pending against the
company for $90 million, of which $45 million is to be paid by
IRF's insurance carriers.  The cash settlement is a manageable
obligation relative to the company's solid liquidity of
$657 million and removes an uncertainty and a ratings concern.

Still, IRF continues to face operational challenges as its
turnaround strategy coincides with a potentially prolonged
industry downturn.  Ongoing product revenues have declined
sequentially for the past three quarters and S&P expects them to
be up modestly for the June quarter.  Low utilization rates and a
commitment to R&D have hindered profitability and the company
reported negative EBITDA generation in the March quarter, which
Standard & Poor's expects will continue in the near term.


INVERNESS MEDICAL: Moody's Assigns 'B2' Rating on $150 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned B2 to the proposed $150 million
senior unsecured notes due 2016 of Inverness Medical Innovations,
Inc.  Concurrently, Moody's upgraded the company's speculative
grade liquidity rating to SGL-2 from SGL-3 and affirmed the
company's B1 Corporate Family and Probability of Default ratings.
The outlook for the ratings is stable.

The proceeds from the proposed notes will be used to complete the
acquisition of Concateno plc, Europe's largest provider of drug
and alcohol testing programs.  Including expenses, the acquisition
will be for about $235 million (about 10.7 times EBITDA).
Concateno complements Inverness Medical's existing drug abuse
testing business, which currently operates only in the US.  The
transaction has already been approved by Concateno's shareholders
and is expected to close in August.  On a pro forma basis, the
transaction will not materially increase Inverness Medical's
financial leverage.  The transaction is subject to approval by the
High Court in England and Wales as required under the UK Companies
Act of 2006.

The ratings benefit from Inverness Medical's strong competitive
position within the point-of-care diagnostic tools market, credit
metrics in line with the B1 Corporate Family Rating as well as
solid cash flow generation.  The company's diverse product
offering, supported by a track record of technological innovation,
positions the company well to serve hospitals and other healthcare
providers. Although questions remain as to the extent of possible
synergies with the diagnostics business, the company's recent
expansion into health and wellness programs through the
acquisitions of Alere Medical, ParadigmHealth and Matria provides
diversification benefits.  The company's health management
business also benefits from a diverse customer base which includes
private and government sponsored health plans, and large
employers.  Other acquisitions (ACON and the proposed Concateno
transaction) provide geographical diversification benefits.

The ratings remain constrained by Inverness Medical's relatively
high leverage in the context of an acquisitive growth strategy,
ongoing integration risk associated with material acquisitions and
technological risk inherent in the highly competitive medical
diagnostics industry.  Ongoing reimbursement pressures on
healthcare providers present additional risks.

Moody's took these rating actions:

* Affirmed the B1 Corporate Family Rating;

* Affirmed the B1 Probability of Default Rating;

* Assigned B2 (LGD5, 74%) to the proposed $150 million senior
  unsecured notes due 2016;

* Upgraded the $150 million first lien revolver due 2013 to Ba2
  (LGD 2, 24%) from Ba3 (LGD3, 30%);

* Upgraded the $900 million first lien term loan due 2014 to Ba2
  (LGD 2, 24%) from Ba3 (LGD3, 30%);

* Affirmed the B2 (LGD4, 61%) rated $250 million second lien term
  loan due 2015;

* Affirmed the B3 (LGD5, 87%) rated $400 million senior
  subordinated notes due 2016;

* Upgraded the senior secured shelf to (P)Ba2 from (P)Ba3 ;

* Upgraded the senior unsecured shelf to (P)B2 from (P)B3 rated;

* Affirmed the (P)B3 rated senior subordinated shelf:;

* Affirmed the (P)Caa1 rated preferred shelf; and

* Upgraded the Speculative Grade Liquidity rating to SGL-2 from
  SGL-3.

The outlook for the ratings is stable.

The last rating action on Inverness was taken on May 4, 2009, when
the company's B1 Corporate Family Rating was affirmed in
connection with the issuance of $400 million senior subordinated
notes due 2016.

Inverness Medical Innovations, headquartered in Waltham,
Massachusetts, operates in health management, professional and
consumer diagnostics, as well as vitamins and nutritional
supplements.  The health management business includes disease
management, maternity management, and wellness.  Through its
professional and consumer diagnostics businesses, Inverness
Medical develops, manufactures and markets advanced consumer and
professional medical diagnostic products.  Diagnostic products
focus on infectious disease, cardiology, oncology, drugs of abuse
and women's health.  Pro forma for recent acquisitions, revenues
for fiscal 2008 were about $1.8 billion.


ISP CHEMCO: Moody's Gives Stable Outlook; Keeps 'Ba3' Rating
------------------------------------------------------------
Moody's Investors Service revised the ratings outlook to stable
from negative and affirmed the Ba3 ratings on the guaranteed
senior secured credit facilities of ISP Chemco LLC (Ba3 Corporate
Family Rating), a wholly owned subsidiary of International
Specialty Holdings LLC.  The change in outlook to stable signals
that even after significant dividends and the effects of the
global downturn Chemco's credit metrics have remained relatively
stable.

The Ba3 ratings reflect the relatively heavy debt burden at Chemco
that has resulted in weak credit metrics along with the historic
dividends going up to the parent.  Moody's concern over such event
risk from Chemco's controlling member has served to keep Chemco's
ratings at the lower end of the Ba category.  A further concern is
the lack of SEC financials which has limited the level of
disclosure provided.  Chemco's financial statements, while
audited, (with an unqualified opinion from Ernst & Young), provide
less detail than Moody's receive from other issuers with public
filings.

Ratings Affirmed:

ISP Chemco, LLC

* Corporate Family Rating: Ba3

* Probability of Default Rating: Ba3

* $275 million Guaranteed Senior Secured Credit Revolver due 2013
  - Ba3 -- LGD3 - 40%

* $1.2 billion Guaranteed Senior Secured Term Loan due 2014 - Ba3
  -- LGD3 - 40%

The ratings reflect Chemco's relatively strong business position,
offset by a high secured debt burden.  Moody's view of the strong
business position is supported by the company's diversified
specialty chemical product portfolio and broad customer base, good
market positions in its product niches, the relative stability of
its consumer end markets, strong growth in revenue and operating
profits, and its steady operating margins (17% for the LTM period
ending April 5, 2009).  The ratings also derive support from the
company's significant R&D spending, and successful past
integration of acquired assets.  The credit profile also reflects
the company's high leverage with debt to EBITDA projected (by
Moody's) to be above 5 times at the end of 2009, modest coverage
of interest expense, and significant intangible assets.  Tangible
net worth, at April 5, 2009, was a negative $171 million after
adjusting for goodwill and intangibles.

The ratings further continue to consider the potential tax claim
against G-I Holdings Inc. (ISP was a subsidiary of G-I prior to
1997; G-I filed Chapter 11 in January 2001 due to asbestos-related
claims), which has been pending since 1997 (tax claim as of
04/05/09 was estimated to be near $400 million, including
interest).  In addition, adjusted debt including Moody's
adjustments for pension and lease expense, as well as a modest
accounts receivable program, is approaching a level that is high
for a Ba3 CFR.  Moody's anticipates that free cash flow to total
debt will range near 5% in 2009 a level that supports the Ba3
ratings.  Moody's estimates that retained cash flow to total debt
should average 13% -- reflecting a well placed Ba metric and
Moody's estimates include incremental bolt-on acquisitions and
continued capital spending.

Moody's most recent announcement concerning the ratings for Chemco
was on May 8, 2007, when the Ba3 CFR was affirmed and the outlook
was moved to negative from stable due to an increase in debt that
was used, in part, to fund a dividend to the parent.

ISP Chemco, LLC, headquartered in Wayne, New Jersey, manufactures
specialty chemicals and industrial chemicals and is part of a
group of companies which is a beneficially owned by Samuel Heyman.
Revenues for the twelve months ending April 5, 2009, were
$1.3 billion.


JIM BABCOCK: Ch. 11 Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jim Babcock
           dba Babcock Ranch
        1346 Prairie Grove
        Valley View, TX 76272

Case No.: 09-42470

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Bill F. Payne, Esq.
            100 North Main Street
            Paris, TX 75460-4222
            Tel: (903) 784-4393 ext. 40
            Email: lgarner@moorefirm.com

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

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

The petition was signed by Mr. Babcock.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Commercial Capitol                                    $2,600,000
c/o Gene Jameson
17480 Dallas Parkway, Suite 211
Dallas, TX 75287

American Home Mortgage                                $1,500,000
PO Box 631730
Irving, TX 75063

Maxine Grider                                         $1,000,000
c/o James Bond
2600 E. Overholster Drive
Oklahoma City, OK 73127

Ron & Jean Smith                                      $600,000
2916 Jessup Trail
Arlington, TX 76006


Scott Charpenter                                      $450,000
c/o Carol Schlefer
420 S. Howes, Bldg A, Suite 202
Fort Collins, CO 80521

Sterling Bank                                         $400,000
17370 Preston Road
Dallas, Texas 75252

Ann Crenshaw                                          $400,000
1920 SE 175th St.
Summerfield, FL 34491

Chris Cagle                                           $100,000

Dooley Road Partners, LLC                             $100,000
c/o Greg Williams

Patton Boggs LLP                                      $77,148

Viagen                                                $75,150

Superior Livestock                                    $50,000

Curtis Graves                                         $45,000

Wick Phillips, LLP                                    $34,324

Bank of America                                       $23,913

Chase                                                 $21,566

Citicards                                             $20,698

Michael Reisweg                                       $20,000
c/o Jeff Morrison

National Reined Cow Horse Assoc.                      $11,721

Quarter Horse News                                    $6,398
Joseph, Mann & Creed


JOHN HARVEY WHITNEY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: John Harvey Whitney, Jr.
        1916 Sunset Plaza Drive
        Los Angeles, CA 90069

Case No.: 09-30258

Chapter 11 Petition Date: August 3, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  1900 Avenue of the Stars, Suite 1800
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-9292
                  Fax: (310) 552-9291
                  Email: jfriedman@hkemlaw.com

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

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

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


LAKE CUMBERLAND: Lender Opposes Use of Proceeds from Collateral
---------------------------------------------------------------
Lloyd & McDaniel, PLC, counsel for Textron Financial Corporation,
asks the U.S. Bankruptcy Court for the Eastern District of
Kentucky to prohibit Lake Cumberland Marine, LLC, from using TFC's
cash collateral; and direct the Debtor to deposit all proceeds of
TFC's collateral into a segregated account.

According to TFC's counsel, prior to the Debtor's petition date,
the Debtor executed a credit and security agreement in favor of
TFC.  The security agreement is secured by a properly perfected
and validly existing security interest in the Debtor's inventory,
equipment, and fixtures.  The Debtor is indebted $2,792,392, plus
interest, costs, attorney fees, and other charges accruing after
July 19, 2009.

In December 2008, TFC sought injunctive relief in the Circuit
Court of Pulaski County as a result of the Debtor's failure to
remit the proceeds from the sale of a piece of collateral.

TFC's counsel relates that the Debtor was operating under an
agreed order requiring, among other things, that the proceeds from
the sale of any collateral be remitted to TFC within three
business days of the sale of the piece of collateral.  As of the
petition date, the Debtor owed TFC $187,295 for the sold
collateral.

                   About Lake Cumberland Marine

Somerset, Kentucky-based Lake Cumberland Marine, LLC, operates a
motor boat dealership business.  The Company filed for Chapter 11
on July 19, 2009 (Bankr. E. D. Ky.Case No. 09-61089).  Taft A.
McKinstry, Esq., represents the Debtor in its restructuring
efforts.  In its petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.


LANDAMERICA FINANCIAL: Bubion Trustees Want LES to Accept Loan
--------------------------------------------------------------
Dawn Lizabeth Bubion and Michael Amerio, Trustees of the Dawn
Lizabeth Bubion 2003 Trust and Debbie Ann Martinez and Michael
Amerio, Trustees of the Debbie Ann Martinez 2003 Trust seek a
Court order permitting Debtor LandAmerica 1031 Exchange Services,
Inc., to (i) complete certain property exchanges under Section
1031 of the Internal Revenue Code in accordance with the terms of
certain exchange agreements between the various Bubion Trustees
and LES; and (ii) accept a loan from the Bubion Trustees for the
sole purpose of completing the Bubion Exchanges.

Prior to the Petition Date, the Bubion Trustees each contracted
with LES to serve as a qualified intermediary for multiple,
deferred, like-kind property exchanges to be consummated under
Section 1031 of Title 26 of the Tax Code.  The exchanges were:

  * The Debbie Ann Martinez Trustees and LES entered into two
    Exchange Agreement in August 2008, whereby (i) $1.59 million
    from the sale of a California property owned by the trust
    and (ii) $1.96 million from the sale of another California
    property owned by the trust were transferred to LES to be
    held in its capacity as "Qualified Intermediary."

  * The Dawn Lizabeth Bubion Trustees and LES entered into two
    Exchange Agreements in August 2008, whereby (i) $1.5 million
    from the sale of a California property owned by the trust
    and (ii) $1.9 million from the sale of another California
    property owned by the trust were transferred to LES to be
    held in its capacity as Qualified Intermediary.

In accordance with the Bubion Exchange Agreements, the Bubion
Trustees have identified like-kind properties in Cedar Park,
Texas and Memphis, Tennessee, for the purpose of completing the
Bubion Exchanges.  The Bubion Trustees have entered into
contracts to purchase these Replacement Properties.  The Bubion
Trustees assert that they may face significant additional damages
if they fail to complete the Bubion Exchanges.

To provide LES with sufficient liquidity to complete the Bubion
Exchanges contemplated by the Bubion Exchange Agreements, the
Bubion Trustees also commit to loan LES $4,165,723.

To protect the interests of other Section 1031 exchangers and
LES' general unsecured creditors, the Bubion Trustees further
seek that an order include language limiting repayment of the
Bubion Loan to the amount that the Bubion Trustees would
otherwise receive through the bankruptcy proceedings.

               About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FINANCIAL: EVP Term Extended Until October 1
--------------------------------------------------------
In a Form 8-K filing with the United States Securities and
Exchange Commission, Debtor LandAmerica Financial Group, Inc.
disclosed that it has extended the term of employment for
G. William Evans, its executive vice president and chief
financial officer, through October 1, 2009.

Meanwhile, LandAmerica told the SEC it received notice from Robert
F. Norfleet, Jr., of his resignation from the LFG's Board of
Directors effective April 16, 2009.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FINANCIAL: LFG Committee Wants McGrath as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of LandAmerica
Financial Group, Inc., seeks the Court's permission to retain
McGrath North Mullin & Kratz PC LLO nunc pro tunc to the Petition
Date as its special counsel.

The LFG Committee expects McGrath North to represent it in
regulatory hearings before the Nebraska Department of Insurance
and to perform other legal services that will be necessary during
the LFG's Chapter 11 case.

The professional services to be rendered to the Committee may
include:

  (a) representing the Committee at regulatory hearings before
      the Nebraska Department of Insurance and any other related
      proceedings;

  (b) serving discovery requests on the Nebraska Department of
      Insurance; and

  (c) performing all other legal services that are necessary and
      proper for the Committee to discharge its duties in the
      Chapter 11 proceeding.

McGrath's hourly rates are:

         Professional               Hourly Rate
         ------------               -----------
         Partners                   $140 - $230
         Associates                 $110 - $140
         Paralegals                  $80 - $110

The Debtor will pay and reimburse McGrath for fees and expenses
incurred in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the local rules and the
orders of the Court, and the U.S. Trustee's Guidelines for
Reviewing Applications for Compensation and Reimbursement of
Expenses.

James G. Powers, Esq., a shareholder of McGrath, said his firm
does have a connection with Bingham McCutchen LLP, co-counsel to
the LFG Committee.  Mr. Powers related that he is the brother of
Edward Powers, who was a partner at Bingham from November 26,
2008 until May 2009.

Mr. Powers also submitted to the Court a list of identities of
any interested parties that McGrath currently represents in
matters unrelated to the Debtor's Chapter 11 case.  A copy of the
list is available for free at:

         http://bankrupt.com/misc/LandAm_McGrath_Sched2.pd

Mr. Powers assures the Court that his firm does not hold nor
represent any interest adverse to the Debtor in the matters for
which McGrath is proposed to be retained.  Mr. Powers maintains
that McGrath is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDSOURCE COMMUNITIES: Court Oks Florida Assets Sale to Lennar
---------------------------------------------------------------
The Bankruptcy Court has authorized Debtor LandSource Holding
Company, LLC, to sell certain assets related to a project called
Lakes by the Bay Florida to Lennar Homes, LLC, free and clear of
all liens, claims, and interests, on the terms set forth in the
Purchase and Sale Agreement.

A portion of the proceeds from the sale of the Assets equal to
the aggregate amount of the liens asserted by certain claimants
will be applied to satisfy the claims held by those claimants or
will be place into an interest-bearing escrow account.  The Lien
Claimants are Icon Construction, Inc.; Ford, Armenteros, &
Manucy, Inc.; and Ford Engineers, Inc.

LandSource Holding will commence an adversary proceeding to
determine the extent, priority and validity of the Liens on or
before September 7, 2009, if LandSource Holding has not satisfied
the Liens or the Lien Claimants have not consented to the release
of the funds escrowed for them.

LandSource Holding's assumption and assignment of certain
contracts to Lennar Homes is approved on the terms provided in
the Purchase and Sale Agreement.  LandSource Holding and Lennar
Homes are deemed to have provided adequate assurance of future
performance under the Contracts to be assumed and assigned.

               About Newhall Land Development LLC

Newhall Land Development LLC primary investment is The Newhall
Land and Farming Company which owns 15,000 acres of land in the
rapidly growing Santa Clarita Valley, approximately 30 miles north
of downtown Los Angeles.  Newhall owns some of the last remaining
large, undeveloped land in the greater Los Angeles area.  It also
owns 700 acres of commercial land and other property in the Santa
Clarita Valley.

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 TCR 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)


LANDSOURCE COMMUNITIES: Withdraws Rejection of WV Refusal Pact
--------------------------------------------------------------
Debtor LandSource Holding Company, LLC, informed the Court that
it withdrew its motion to reject a right of first refusal
agreement it, as successor-in-interest to MW Housing Partners
III, L.P., entered into with West Valley LLC, governing units 1,
3, 4, 5A, 6, 7, and 18 of certain partially developed or
undeveloped 983-acre real property in the county of El Dorado, in
California, known as the Blackstone Property.

To recall, the Confirmation Order provided that West Valley LLC
will not be deemed a Lennar Entity nor will any Claim asserted by
West Valley be deemed a Lennar Claim.  Within 20 days after the
occurrence of the Effective Date, LandSource Holding will
transfer all of its interest in and to the El Dorado Property
that are retained by West Valley, under an Agreement of Purchase
and Sale between West Valley, as seller, and Lennar Homes of
California, Inc., as purchaser.

               About Newhall Land Development LLC

Newhall Land Development LLC primary investment is The Newhall
Land and Farming Company which owns 15,000 acres of land in the
rapidly growing Santa Clarita Valley, approximately 30 miles north
of downtown Los Angeles.  Newhall owns some of the last remaining
large, undeveloped land in the greater Los Angeles area.  It also
owns 700 acres of commercial land and other property in the Santa
Clarita Valley.

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 TCR 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)


LEHMAN BROTHERS: Wants Nov. 2 Bar Date for Cross-Border Parties
---------------------------------------------------------------
KPMG China said August 4 that representatives of the Lehman
Brothers Group of Companies, who earlier this year agreed a Global
Cross-Border Insolvency Protocol to enhance cooperation between
the various Lehman entities, have held their first meeting to
discuss ways to reduce potentially costly litigation and
administrative expense.

The Lehman Protocol was devised in order to facilitate
multilateral cooperation between affiliates, to ensure that the
many and complex inter-company proceedings are dealt with
speedily, and to enhance the recoveries of creditors. The Lehman
Protocol currently counts 13 signatories representing over 26
proceedings worldwide.  It is supported by all the major
affiliates, with the exception of Lehman Brothers International
(Europe).

A key objective of this first meeting was to agree a timeline to
establish a process for agreeing all trading and non-trading
inter-company balances.  A Procedures Committee was established at
the meeting to facilitate that process.

Lehman Brothers Holdings Inc. also agreed to seek approval from
the U.S. Bankruptcy Court for the Southern District of New York
for an extension of the bar date for filing proofs of debts --
from September 22 to November 2, 2009 -- for signatories to the
Lehman Protocol.  This will benefit Lehman affiliates who face a
significant challenge in having to deal with vast categories of
claims.

Edward Middleton, Head of Restructuring of KPMG in Hong Kong and
co-chair of the meeting, said: "The Lehman companies owe each
other many billions of dollars arising out of some highly complex
trading and financing structures operating across borders. How we
value and quantify these claims is very complicated."

"There is a real commitment on the part of office holders around
the world to achieve as much as we possibly can through a
collaborative approach. If we can meet the objectives that we have
now set ourselves, and keep to the aggressive timetable to which
we have committed, then creditors will see a direct benefit in
terms of significant savings in professional fees."

Rutger Schimmelpenninck, the Dutch Trustee for Lehman Brothers
Treasury Co. B.V. and also co-chair of the meeting, commented:

"This is a major step towards expediting value for creditors of
the Lehman Brothers estates worldwide currently in administration.
In an unprecedented initiative, 43 representatives from most of
the 13 major affiliates worldwide attended the meetings on July
16th and 17th to work through a number of complex issues by way of
a multilateral framework that delivers speed and openness and aims
to reduce time and costs."

"The group agreed a great deal in a short time and has committed
to a framework and a timetable to continue to advance the key
objectives of an efficient and transparent process."

Daniel Ehrmann, Managing Director of Alvarez & Marsal, the firm
acting as restructuring officers of LBHI and its affiliates,
commented: "This was an extremely productive meeting and is
testimony to the affiliates' determination to resolve the Lehman
bankruptcy proceedings by adopting a collective will and pragmatic
approach. The Lehman Protocol has morphed from a mere aspirational
statement of intentions to a cooperation framework that is holding
its adherents to measurable and tangible goals."

The second meeting of the global representatives will take place
in mid October.

                         Claims Bar Dates

As reported by the TCR on July 7, the deadline for filling proofs
of claim against Lehman Brothers Holdings Inc. and its affiliates
is on September 22, 2009.

The bar date in connection with certain securities issued by the
Debtors or any of the Debtors' affiliates outside of the United
States is on November 2, 2009 at 5:00 p.m. (prevailing Eastern
time).  A list of these foreign issued securities as of July 17 is
available for free at:
http://bankrupt.com/misc/PROGRAM_SECURITIES_LIST_7_24_2009.PDF

If approved by the Bankruptcy Court, the signatories to the Lehman
Protocol will have the same bar date for holders of the non-U.S.
securities.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Faces $627 Million Claim From NYC for Taxes
------------------------------------------------------------
The City of New York Department of Finance, Audit Division, filed
on June 1 a proof of claim asserting $626,999,222 for taxes owed
by Lehman Brothers Holdings Inc.

The city of New York claims that Lehman has shortchanged the city
of $627 million in corporate and other taxes, beginning in 1996.
Lehman, the city asserts, since January 1996 had underpaid its
general corporation tax by $614,963,094, of which about $200
million represents interest.  The city also says the firm failed
to pay $12,036,128 in commercial rent taxes since June 2001.

"How did the city get to the point where the city was looking at
so many tax years, and so much money?" The New York Times quoted,
as saying, Stephen Selbst, Esq., at Herrick, Feinstein, who is
representing several Lehman creditors.  "It raises a lot of
questions."

City officials, according to the New York Times, explained that
the $627 million claim stems from audits routinely conducted of
large businesses.  The city has discussed the tax shortfall with
Lehman since the 1990s.

The officials dispute that they have taken too long to try to
collect the money.  Sam Miller, an assistant commissioner at the
Department of Finance, told the NYT that the city has stepped up
its efforts in the last year to recoup back taxes from large
taxpayers and to speed up the audits.

The city's claim is one of the largest among those who have so far
filed claims against Lehman.  According to Epiq Bankruptcy
Solutions, LLC's claims register, the largest claims filed in
Lehman's cases are:

  Claim
  No.   Claimant                        Date Filed   Claim Amount
  ----  --------                        ----------   ------------
  3813  BOISE LAND & TIMBER II, L.L.C.    4/17/09    $833,781,693
  4727  CITY OF NEW YORK                  6/01/09    $626,999,222
  316   GIANTS STADIUM LLC               10/17/08    $301,828,087
  315   GIANTS STADIUM LLC               10/17/08    $301,828,087
  1612  LEHMAN BROTHERS BANK, FSB         1/06/09  $2,192,000,000
  5576  NYC DEPT. OF FINANCE AUDIT DIV    5/29/09    $626,999,222
  1439  OMX TIMBER FIN. INVESTMENTS II   12/24/08    $833,171,475
  3338  POPOLARE VITA S.P.A.              3/16/09    $413,269,191

The Bankruptcy Court has set a September 22, 2009 bar date for
proofs of claim.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN BROTHERS: To Appeal English Court Ruling on Dante SPV
------------------------------------------------------------
According to reporting by the Financial Times, Lehman Brothers
Holdings Inc. will appeal a decision by English Courts that retail
investors  from Papua New Guinea, Australia and New Zealand shoud
be paid ahead of the faied bank in the unwinding of a structured
vehicle.  The case pertains to a special purpose vehicle caled
Dante to which Lehman was a swap counterparty.  Investors in the
SPV has asserted that they shoud be paid ahead of Lehman since the
latter is in default.  FT says that lawyers for LBHI see the
English court ruling as contrary to U.S. Bankruptcy laws.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN BROTHERS: American Home Fails To Revive Lawsuit
------------------------------------------------------
Judge Joseph J. Farnan of the U.S. District Court for the
District of Delaware issued an opinion denying American Home
Mortgage Holdings, Inc.'s appeal a dismissal of a lawsuit filed
against Lehman Brothers Holdings, Inc., alleging that the
investment bank violated the automatic stay by foreclosing on a
securities repurchase agreement between the two parties.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Poland to Probe Citi Handlowy Over Bonds
---------------------------------------------------------
The Regional Public Prosecutor's Office in Warsaw, Poland is
investigating Citibank's Polish subsidiary, Citi Handlowy, over
accusations of fraud related to Lehman Brothers bond.

According to an August 3, 2009 report by the Warsaw Business
Journal, the Public Prosecutor's Office is investigating how much
Citi Handlowy knew about the real situation of Lehman Brothers in
2008 when Citi Handlowy was encouraging clients to buy bonds in
Lehman Brothers.  WBJ, citing a report from Newsweek, said Lehman
Brothers sold the bonds to several dozen clients at the beginning
of 2008.

Renata Mazur, prosecutor and spokesperson for the Warszawa-Praga
Regional Public Prosecutor's Office, told WBJ that the fraud
investigation was launched on May 14, 2009.

Prosecutors are currently collecting documentation pertaining to
the sale of the bonds, but Citi Handlowy had not yet been
officially informed, according to WBJ.  "Citi Handlowy bank
undoubtedly knows about the investigation, but is currently not a
party in the proceedings; no charges have been filed against any
of the bank's employees," said Ms. Mazur.

Lawyer Lukasz Cieslak, who, together with the law firm of
Grynhoff Wozny Malinski is representing around 20 complainants
against Citi Handlowy, told WBJ that affluent, cautious customers
had been persuaded to buy Lehman Brothers bonds.  Mr. Cieslak,
WBJ related, said that although the bonds were risky, clients
were assured that their money was completely safe and the worst-
case scenario would mean breaking even.

In Hong Kong, an investigation over the sale by other banks of
bonds linked to Lehman Brothers is also underway.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Local Councils Plea Against Australia Plan
-----------------------------------------------------------
The Full Federal Court in Australia will convene a hearing on the
week of August 3, 2009, to hear an urgent application filed by
local councils against Lehman Brothers Australia.  The
application, according to The Australian, touches on an untested
area of corporations law that forms part of the local councils'
claim against Lehman Brothers Australia.

The local councils are trying to overturn a deed of company
arrangement that was entered into in May 2009.  Creditors of
Lehman Brothers Australia voted in favor of the proposal, which
was filed by Lehman Brothers Asia Holdings, that will repay the
creditors more and avoids costly and time delays of litigation.

According to The Australian, the local councils' current
application will have implications for creditors of companies in
administration that want to pursue further legal action against
third parties over losses.

Under the Deed of Company Arrangement, the contingent creditors
are not allowed to sue third parties, like related Lehman
Brothers companies.  A key legal question is whether a DOCA can
include clauses that prevent a creditor from suing third parties
-- in this case the overseas Lehman entities, The Australian
pointed out.

The administrators of Lehman Brothers Australian estimate $142.2
to $247.6 million will be distributed to all the creditors
including other Lehman units, the Herald Sun reported.  As part
of the DOCA, $43.5 million is set aside for councils and other
"contingent" creditors, which are owed $626.5 million, Australian
Business related.  Executives of Lehman Brothers Asia will
receive as much as $11 million, Brisbane Times said.

Councils, who voted against the plan, complained that the
proposed payments are too little and that they were given
"insufficient time" to consider the plan, Australian Business
said.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Won't Timely Report 2nd Quarter 2009 Results
-------------------------------------------------------------
Lehman Brothers Holdings, Inc., stated in an NT 10-Q filed with
the U.S. Securities and Exchange Commission that it won't timely
file its Quarterly Report on Form 10-Q for the fiscal quarter
ended May 31, 2009, because:

  (1) of its Chapter 11 filing on September 15, 2008;

  (2) the commencement of various administrative or civil
      rehabilitation proceedings of subsidiaries comprising
      significant parts of the Company's European and Asian
      businesses;

  (3) the sale since September 15, 2008, of significant
      businesses comprising the Company's historical business;
      and

  (4) the completion on May 4, 2009, of the transfer to
      Neuberger Berman Group LLC of the Company's investment
      management business.

As a result of these developments, Lehman Brothers is currently
unable to complete the preparation of its consolidated financial
statements for the period in as much as it currently has neither
access to major components of its internal systems nor the
ability to prepare its consolidated financial statements and the
remainder of the report, with all the required disclosures, to
have them properly certified by its current executive officers,
and have them reviewed by its independent auditors.

Lehman Brothers said it anticipates, based on the information
currently available to it, that results of operations for the
Second Quarter ended May 31, 2009, will be significantly
different from those for the corresponding period for the last
fiscal year, due to significant developments in the business over
the past year.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LIFE TECHNOLOGIES: Moody's Affirms Corp. Family Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
of Life Technologies Corporation and assigned a Speculative Grade
Liquidity Rating of SGL-1 to the company.  The affirmation of the
ratings reflects continued top line strength in a difficult macro
economic environment, indications that the integration of Applied
Biosystems is on track to deliver expected synergies and the
application of cash to repay $200 million of term loan B.  The
SGL-1 liquidity rating reflects Moody's expectations of excellent
liquidity in 2009, supported by sufficient cash from operations to
cover capital expenditures and mandatory debt repayments without
accessing the $250 million revolver, and covenant cushions which
do not constrain access to the revolver in the near-term.  The
outlook for the ratings is stable.

The ratings are supported by the company's significant revenue
base, leading market positions in several classes of bioreagents
(including cell cultures and related products), bioanalytical
systems (including mass spectrometers, genetic sequencers, and
liquid chromatography), biochemical assays (including RT-PCR) and
related services, combined with Moody's expectation of solid
trends in investments by biotechnology and pharmaceutical
companies in biologics over the medium term.  The company benefits
from geographical and product diversification, technological and
branding advantages across several product categories, some degree
of customer stickiness, the relatively low percentage of research
costs that are attributable to consumables (70% of the company's
revenues) and the resulting steady, solid cash flow generation.
Moody's notes that there have been ongoing pressures on research
and development/capital budgets of academic institutions and
pharmaceutical companies but believes these are largely temporary
in nature and should be offset by increased government spending on
research.  Moreover, an increased focus in the areas of
genotyping, gene expression, stem cell research, proteomics and
cellular biochemistry to understand disease and develop solutions
(whether preventive or therapeutic) is likely to be positive for
biotech firms and their suppliers.

The ratings are constrained by relatively high level of financial
leverage and, despite progress to date, continuing integration
risks.  Although these risks are diminishing with the passage of
time, they include the potential to negatively impact customer
relationships, current R&D initiatives, and key employee segments,
including research personnel and sales and marketing staff.  The
underlying business also incorporates significant technological
risks and the company relies on its ability to innovate or
otherwise acquire technologies in order to continue to exhibit
substantive growth.

Moody's affirmed these ratings:

* Corporate Family Rating, rated Ba1;

* Probability of Default Rating, rated Ba1;

* $250 million senior secured revolving credit facility due 2013,
  rated Baa3 (LGD 2, 29%);

* $1.5 billion senior secured term loan A due 2013, rated Baa3
  (LGD 2, 29%); and

* $795 million senior secured term loan B due 2015, rated Baa3
  (LGD 2, 29%).

Moody's also assigned a Speculative Grade Liquidity of SGL-1 to
Life Technologies.

The ratings outlook is stable.

The last rating action on Life Technologies was taken on
December 5, 2008, when the company's Ba1 Corporate Family Rating
was assigned.

Life Technologies Corporation, based in Carlsbad, California, is a
provider of life science technologies for disease research, drug
discovery, and commercial bioproduction.  Its customers include
academic and government research institutions and pharmaceutical
and biotech companies worldwide.  Products and services are used
in research in the fields of genomics, proteomics, stem cells,
cell therapy and cell biology as well as drug manufacturing.
Following the merger with Applied Biosystems Inc. in November
2008, the company also supplies instrument-based systems,
consumables, software, and services to the life science research
markets as well as customers in forensic and paternity testing,
biosecurity, and quality and safety testing.  Systems include mass
spectroscopes and other tools to analyze nucleic acids, small
molecules, and proteins.  The company conducts business in more
than 70 countries around the world and had pro forma revenues of
approximately $3.2 billion in the twelve months ended June 30,
2009.


LODGIAN INC: 60-Day Extension of Maturity Date on Mortgage Pool
---------------------------------------------------------------
Lodgian, Inc. has obtained a further extension of the maturity
date for the Merrill Lynch Fixed Rate Pool #3.  As of July 1,
2009, the principal amount of Pool #3 was $45.7 million.  The
company and the special servicer for Pool #3 have entered into an
extension agreement to extend the maturity date of this
indebtedness until October 1, 2009.  Given the extension of the
maturity date, the company is not in default of the original loan.
The 60-day extension is intended to provide the parties an
opportunity to reach an agreement on a longer-term maturity
extension.

The company and the special servicer are currently negotiating a
longer-term maturity extension for Pool #3; however, the company
can provide no assurances that the parties will reach such an
agreement.  In the event that the company is unable to achieve a
long-term extension of Pool #3, the company expects that
anticipated cash flow from the hotels securing Pool #3 may not be
sufficient to meet the related debt service obligations and it may
be necessary to transfer the properties securing this indebtedness
to the lender in satisfaction of the company's obligations.

A schedule indicating the principal balance of Pool #3, as of
July 1, 2009, as well as a listing of the hotels that serve as
collateral under Pool #3, is attached as an exhibit to this press
release.

                           About Lodgian

Lodgian Inc. -- http://www.lodgian.com/-- is one of the nation's
largest independent hotel owners and operators.  The company
currently owns or manages a portfolio of 38 hotels with 7,078
rooms located in 22 states.  Of the company's 38-hotel portfolio,
18 are InterContinental Hotels Group brands (Crowne Plaza, Holiday
Inn, Holiday Inn Select and Holiday Inn Express), 12 are Marriott
brands (Marriott, Courtyard by Marriott, SpringHill Suites by
Marriott, Residence Inn by Marriott and Fairfield Inn by
Marriott), two are Hilton brands, and five are affiliated with
other nationally recognized franchisors including Starwood,
Wyndham and Carlson.  One hotel is an independent, unbranded
property, which is currently closed and held for sale.


LOOP 76: Hearing on Wells Fargo Cash Collateral Use Today
---------------------------------------------------------
Loop 76, L.L.C., asked the U.S. Bankruptcy Court for the District
of Arizona for permission to use cash collateral in which Wells
Fargo Bank, N.A., claims an interest.

In a hearing held on July 30, 2009, the Court set a continued
hearing on the Debtor's interim use of cash collateral for
August 6, 2009, at 9:30 a.m. at 230 N. First Ave., 6th Floor,
Courtroom 603, Phoenix, Arizona.

The Debtor related that Wells Fargo claims a lien on the real
property and rents generated on the real property.  The real
property has a fair market value of $32,000,000 based on a recent
appraisal performed by Wells Fargo.  The Debtor owed Wells Fargo
$23,290,000 under its loan.  The Debtor added that Wells Fargo is
adequately protected by having collateral that is significantly
greater than the amount of its claim.

The Debtor proposed to provide Wells Fargo with a replacement lien
on postpetition assets of the Debtor of the same type, and to the
same extent, that Wells Fargo held prior to the petition date.

                            About Loop 76

Scottsdale, Arizona-based Loop 76, LLC filed for Chapter 11 on
July 20, 2009 (Bankr. D. Ariz. Case No. 09-16799).  Arturo A.
Thompson, Esq., Mark W. Roth, Esq., and John J. Hebert, Esq., at
Polsinelli Shughart P.C. represent the Debtor in its restructuring
efforts.  In its petition, the Debtor listed assets and debts
boith ranging from $10,000,001 to $50,000,000.


LOOP 76: Has Until August 18 to File Schedules and Statement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended
until August 18, 2009, Loop 76, LLC's time to file its schedules
of assets and liabilities and statement of financial affairs.

Scottsdale, Arizona-based Loop 76, LLC, filed for Chapter 11 on
July 20, 2009 (Bankr. D. Ariz. Case No. 09-16799).  Arturo A.
Thompson, Esq., Mark W. Roth, Esq., and John J. Hebert, Esq., at
Polsinelli Shughart P.C. represent the Debtor in its restructuring
efforts.  In its petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.


LOOP 76: Files List of 15 Largest Unsecured Creditors
-----------------------------------------------------
Loop 76, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Alabama a list of its largest unsecured
creditors, disclosing:

   Creditor                                      Claim Amount
   --------                                      ------------
Baker, Knapp, Tubbs                              $308,200
P.O. Box 899
Kohler, WI 53044

Fate Image Studio, LLC                           $141,400
15551 N. Greenway-Hayden Loop
Suite 140
Scottsdale, AZ 85260

Shell Commercial                                  $63,421
16410 N. 91st St., No. 112
Scottdale, AZ 85260

Cities West Publishing, Inc.                      $51,674
P.O. Box 22056
Tempe, AZ 85285-2056

Graphique Communications Design, Inc.             $19,645
15210 N. Scottsdale Road, Suite 230
Scottsdale, AZ 85254

James E. Downs                                    $12,450
P.O. Box 6158
Scottsdale, AZ 85261

Airpark Signs & Graphics                           $8,263
1205 N. Miller Road
Tempe, AZ 85281

City of Scottsdale                                 $1,527
P.O. Box 1300
Scottsdale, AZ 85252

Fleming Complete                                   $1,466
133 E. Comstock Dr., No. 1
Chandler, AZ 85225

APS                                                $1,289
P.O. Box 2906
Phoenix, AZ 85062-2906

Forevergreen                                       $1,200
Landscape Design Inc.
2733 E. Beryl
Phoenix, AZ 85028

Protection Systems                                 $1,059
2430 S. 20th Street, A.
Phoenix, AZ 85034

DMK Electric, Inc.                                   $750
7735 E. Redfield Road, No. 300
Scottsdale, AZ 85260

Desert Vista Lawn Care                               $600
4431 E. Melinda Lane
Phoenix, AZ 85050

Centric Elevator                                     $342
Corporation of Arizona
5249 S. 28th Place, Suite 1
Phoenix, AZ 85040

                        About Loop 76, LLC

Scottsdale, Arizona-based Loop 76, LLC, filed for Chapter 11 on
July 20, 2009 (Bankr. D. Ariz. Case No. 09-16799).  Arturo A.
Thompson, Esq., Mark W. Roth, Esq., and John J. Hebert, Esq., at
Polsinelli Shughart P.C. represent the Debtor in its restructuring
efforts.  In its petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.


LYONDELL CHEMICAL: Air Liquide Plans to Cut Nitrogen Supply
-----------------------------------------------------------
Air Liquide Large Industries U.S. LP and Debtor Basell USA, Inc.
are parties to a Nitrogen Sales Contract, whereby Air Liquide
sold to Basell gaseous nitrogen to be used in Basell's Pasadena,
Texas and Lake Charles, Louisiana plants.  On July 21, 2008,
Basell provided to Air Liquide notice of the termination of the
Agreement as of July 25, 2009.  Air Liquide is compelled to
comply with the Agreement and the Termination Notice by ceasing
the delivery of Nitrogen to Basell as of the Termination Date.
Air Liquide also has contractual obligations, after the effective
date of termination, to remove certain equipment.

Based on the language of the Agreement, the unequivocal nature of
the Termination Letter, and the fact that the Agreement will
terminate on its own terms on July 25, 2009, without the need for
either party to take further action, Air Liquide asserts that the
automatic stay does not apply to the termination.  Air Liquide,
thus, believes that that it is permitted to cease the supply of
nitrogen under the Agreement on the Termination Date without
implicating Section 362(a) of the Bankruptcy Code.

Accordingly, Air Liquide sought and obtained the Court's
determination that:

(a) the automatic stay under Section 362 does not apply to the
     termination of the Agreement;

(b) Air Liquide may cease supplying nitrogen under the
     Agreement; and

(c) any post-termination obligations of Air Liquide and Basell
     under the Agreement is unaffected by the Order to the
     request.

Air Liquide also sought and obtained the Court's authority to
file under seal exhibits to its Motion for Determination because
public disclosure of the exhibits would be detrimental to Air
Liquide's business negotiations with the Debtors.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Appeal on BASF Suit Allowed to Proceed
---------------------------------------------------------
Debtor Lyondell Chemical Company and BASF Corporation entered
into a stipulation under which both of them agreed that
Lyondell's appeal of the decision from the New Jersey Superior
Court, Law Division should proceed, subject to the United States
Bankruptcy Court for the Southern District of New York's order on
April 10, 2009, and the consent order entered by the New Jersey
Superior Court, Appellate Division on May 27, 2009.  Accordingly,
Lyondell and BASF agree to modify the automatic stay under
Section 362(a) of the Bankruptcy Code to permit the Appeal to
proceed to a final disposition, subject to the Consent Order and
the stipulation.

BASF had asked the Court to lift the automatic stay (i) to permit
the Appellate Court to resolve the status of the Appeal and the
effect, if any, of its order; and (ii) to permit the Debtor's
Appeal to proceed to its ultimate disposition.

BASF Corporation, in its lift stay request, argued that Debtor
Lyondell Chemical Company is trying to manipulate the automatic
stay to divest BASF of important substantive rights.
Specifically, the Debtor is trying to prevent BASF from protecting
a $200 million appeal bond meant to secure BASF's rights for a
$200 million judgment being appealed by the Debtor in the Superior
Court of New Jersey, Appellate Division, Jonathan S. Henes, Esq.,
at Kirkland & Ellis LLP, in New York, said.

BASF and the Debtor are parties to a prepetition long-term
contract wherein the Debtor process propylene provided by BASF
into propylene oxide, a chemical used in products like foam
cushions and soaps.  BASF and the Debtor agreed on a price for
the Propylene Oxide.  Since the Debtor was cash poor at that
time, it sought a substantial upfront payment.  BASF agreed to
make the upfront payment for $91 million -- the Reservation Fee
-- and the payment was to be applied to BASF's purchases of
Propylene Oxide over the term of the Contract for 11.7 cents per
pound of Propylene Oxide purchased by BASF.  To guarantee that
the pricing terms remained favorable to BASF over the 13-year
term of the Contract, the Debtor agreed to include a Most Favored
Nation provision in the Contract, which obligated the Debtor to
(i) notify BASF if the Debtor sold or processed Propylene Oxide
at a lower price provided to BASF under the Contract; and (ii)
adjust its price to BASF to meet the lower price.  BASF honored
its obligations under the Contract, purchasing over 1 billion
pounds of Propylene Oxide from the Debtor from 1999 through 2006.
The Debtor repeatedly assured BASF that it was complying with its
obligations under the MFN even though it was doing nothing,
asserts BASF.  In 2004, after losing numerous sales opportunities
based on the Propylene Oxide pricing, BASF exercised its
contractual right to conduct an audit of the Debtor's compliance
under the Contract.  The audit covering a three-year period
showed that the Debtor granted lower prices to other customers.

Consequently, BASF sued the Debtor for breach of contract in
Morris County, New Jersey in 2005.  The Debtor denied liability
throughout the discovery and pre-trial but has admitted that it
had been overcharging BASF over years and had never notified BASF
of the overcharges.  The jury returned a verdict in favor of BASF
for $169 million for violations of the MFN since 1999.  The
Debtor's willful MFN violations, which continued from 1999
through 2006, forced BASF to borrow funds and pay interest on
those funds or forgo the benefit of earning interest on the
$169.9 million.  In October 2007, the Trial Court entered final
judgment, including prejudgment interest for BASF against the
Debtor for $200 million.

Subsequently, the Debtor appealed the Trial Court's decision and
in order to stay BASF's execution on the Judgment, posted the
Appeal Bond for $200 million.  The Debtor also submitted a Notice
of Bankruptcy Stay to the Appellate Division requesting that its
Appeal be stayed due to its bankruptcy filing and no further
action be taken.  The Clerk of the Appellate Division wrote a
letter informing the Debtor that the Clerk's policy was to
dismiss appeals without prejudice when those appeals have been
stayed by an automatic bankruptcy stay pending lifting the
automatic stay or further developments in the bankruptcy case.
BASF neither received the Clerk's response nor did the Debtor
provide it to BASF.  The Clerk of the Appellate Division formally
issued an order dismissing the Appeal.  The Debtor then sought
for the insurance carriers that issued the Appeal Bond for the
refund of any unused bond premiums.  The Debtor's Letter was not
authorized by the Bankruptcy Court, the Appellate Division or the
New Jersey Trial Court, BASF contends.

BASF informed the Clerk regarding the Debtor's actions and was
told that the dismissal was administrative and was not intended to
trigger any action to cancel the bond or to in any way affect the
Appeal on the merits.  As directed by the Clerk, BASF filled out
an online form of the Appellate Division's Fact Sheet on
Application for Emergent Relief.  The Appellate Division
then ordered BASF and the Debtor to submit briefing on
January 22, 2009.  Prior to BASF's submission of its briefing, the
Appellate Division issued an order temporarily reinstating the
Appeal pending receipt and review of briefing submitted by the
Debtor and enjoining the insurance carriers from refunding the
premiums paid by the Debtor.  The Debtor's counsel subsequently
contacted BASF claiming that BASF had violated the automatic stay
by contacting the insurers and by submitting the Appellate
Division's Fact Sheet.

The Debtor's counsel also sought for an extension of time to file
its brief.  In turn, BASF asked the Debtor if it would be
permissible for BASF to file its brief without violating the
automatic stay to which the Debtor agreed.  BASF was later
informed that the Debtor permitted BASF's filing of the brief but
the Debtor intended to reserve its right to file a motion in the
Bankruptcy Court concerning BASF's filing.  BASF submitted its
brief and the Appellate Division gave Lyondell until January 26,
2009, to file its brief response.  Moreover, on January 23, 2009,
BASF and the Debtor entered into a standstill agreement wherein
the parties agreed that they will not initiate any action in the
New Jersey Courts or take any action against or with respect to
the insurers of the Appeal Bond.  With respect to the briefing
before the Appellate Division concerning the Clerk's
administrative dismissal of the Appeal without prejudice, the
parties agreed to ask the Appellate Division to maintain the
status quo and to hold the matter in abeyance.  The Stand-Still
Agreement ran until February 11, 2009, and may be further
extended.

                      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: Columbus Hill Want to Examine BoNY
-----------------------------------------------------
Wilmington Trust Company succeeded The Bank of New York Mellon
Corporation as trustee under an indenture dated August 10, 2005,
with respect to 8-3/8% Senior Notes due 2015 issued by Debtor
LyondellBasell Industries AF S.C.A.

Columbus Hill Overseas, Ltd.; Columbus Hill Partners, L.P.; CQS
Directional Opportunities Master Fund Limited; CQS Convertible
and Quantitative Strategies Master Fund Limited; Basso Credit
Opportunities Holding Fund Ltd.; Basso Fund Ltd.; and Basso
Multi-Strategy Holding Fund Ltd.; are holders of the Senior Notes
and have made several inquiries of Wilmington Trust to obtain all
documents relating to the Senior Notes and the Indenture and all
past correspondence by LBI to BoNY or the holders of Senior Notes
and by BoNY to the holders of Senior Notes, Lynne M. Fischman
Uniman, Esq., at Andrews Kurth LLP, in New York, says.

However, Wilmington Trust was unable to provide Columbus Hill
other documents, including certificates, opinions, notices and
other correspondence because it never received those items from
BoNY or from the Debtors, Ms. Uniman notes.

In connection with the Indenture, LBI, certain of its
subsidiaries, certain creditors of LBI, and BoNY entered into a
Intercreditor Agreement dated August 1, 2005, that established
certain contractual relationships among the holders of the Senior
Notes and other creditors of LBI and creditors of the guarantor
subsidiaries.  The Original Agreement was replaced by an
Interecreditor Agreement dated May 3, 2007, which was replaced by
an Intercreditor Agreement, dated December 20, 2007, relating to
the acquisition of Lyondell Chemical Company.

Ms. Uniman argues that the December 2007 Agreement violated the
Original Agreement and is invalid because, among others, the
holders of Senior Notes were not signatories to and were neither
notified nor given an opportunity to consent to the December 2007
Agreement, as required by the Original Agreement.  Against this
backdrop, she asserts that Columbus Hill are entitled to have
access to all documents and correspondence relating to the Senior
Notes from BoNY as the former trustee.  Wilmington Trust is
entitled under the Indenture to have a complete file from its
predecessor.  More importantly, she contends that Wilmington
Trust must have the possession of, and the Senior Note holders
must have access to, a complete set or copy of BoNY's files, if
they are to exercise fully and properly their rights.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, Columbus Hill et al., ask the Court to:

  -- direct BoNY to produce for inspection and copying not later
     than five days after date of Court approval of the request
     all files, property, correspondence and documents in BoNY's
     possession, or has maintained in its capacity as Trustee of
     the Senior Notes; and

  -- require BoNY to agree to oral examination not later than
     five days at Columbus Hill et al.'s request.

                      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)


LUNA INNOVATIONS: Receives Non-Compliance Notice From Nasdaq
------------------------------------------------------------
Luna Innovations Incorporated on July 30, 2009, received a notice
of deficiency from the NASDAQ Stock Market listing qualifications
department staff indicating that the Company no longer complied
with the independent director requirement as set forth in Rule
5605 as a result of the resignation of Bobbie Kilberg from the
Board of Directors.

Pursuant to NASDAQ Marketplace Rule 5605(b)(1), the Staff has
permitted the Company until the earlier of the Company's next
annual shareholders' meeting or July 20, 2010, unless the next
annual shareholders' meeting is held before January 19, 2010, in
which case the Company has until January 19, 2010, to regain
compliance.  If the Company is unable to regain compliance within
the permitted time period, the Staff may determine to delist the
Company's shares of common stock from the NASDAQ Global Market and
to suspend trading effective at a future date.

The Company has previously requested a hearing before the NASDAQ
Listing Qualifications Panel with respect to a Staff Determination
Notice from NASDAQ dated July 17, 2009, because the Company filed
for protection under Chapter 11 of the US Bankruptcy Code on
July 17, 2009.  The delisting action has been stayed pending a
hearing before the Panel, which has been scheduled for August 27,
2009.  There can be no assurance that the Panel will grant the
Company's request for continued listing.  Pending a decision by
the Panel, the Company's common stock will remain listed on the
NASDAQ Global Market.

                      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.  Luna's products
are used to measure, monitor, protect and improve critical
processes in the markets it serves.  Through its disciplined
commercialization business model, Luna has become a recognized
leader in transitioning science to solutions.


LYONDELL CHEMICAL: Asks for DIP Extension Due to Merger Suit
------------------------------------------------------------
Various reports say that Lyondell Chemical Co. is asking for a
six-week extension, to January 31, of the term of its $8 billion
of DIP financing, in light of a lawsuit pursued by unsecured
creditors against lenders and former shareholders.  The loan
extension will be subject to approval by the Bankruptcy Court.

According to Reuters, Edward Weisfelner, Esq., at Brown Rudnick
LLP, counsel to the Creditors Committee, and Marshall Huebner,
Esq. at Davis Polk & Wardwell, counsel to Citibank N.A., confirmed
the Debtors' request for an extension at an August 4 hearing.
Citibank N.A. is the administrative agent of a DIP facility to
Lyondell.

Without an extension, the $8 billion of debtor-in-possession
financing would mature December 15.

As reported by the TCR on August 3, 2009, the Creditors Committee
brought to the Bankruptcy Court a complaint alleging, among other
things, fraudulent transfer, breach of fiduciary duty, and breach
of contract, against lenders who funded, and shareholders who
obtained proceeds from, Lyondell Chemical Company's merger with
Basell AF S.C.A.  The Committee alleges, among other things, that
Leonard Blavatnik Blavatnik used highly leveraged Basell as a
platform to acquire Lyondell in a cash out merger of Lyondell
shareholders funded entirely with debt.  Every dollar of the $
22 billion used to acquire Lyondell and to fund $1 billion in
transaction fees was borrowed money; and the $48 per share price
paid to Lyondell shareholders pursuant to the merger was an
excessive price to foreclose the possibility of a competitive bid.

On concerns of a possible delay of the reorganization, counsel to
Lyondell, Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft
LLP, said the Company probably can confirm a bankruptcy plan
without resolving all legal issues.  Mr. Palmer said Lyondell has
had "significant interest" in funding an exit loan.

The Creditors Committee's Mr. Weisfelner raised a concern about
avoiding a reserve.  According to Bloomberg, a reserve, or
litigation trust, is created in some cases to cover claims from
lawsuits that are unresolved during a bankruptcy.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNACHIP SEMICON: Court Permits Committee to File Bankruptcy Plan
------------------------------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware has entered an order terminating MagnaChip Semiconductor
LLC's exclusive period to propose and solicit support of a Chapter
11 plan as to the Official Committee of Unsecured Creditors only.
Had the Court terminated the exclusive periods in their entirety,
other stakeholders would also be allowed to file competing plans.

Judge Walsh said that he entered the order after a hearing on the
disclosure statement explaining the proposed Chapter 11 plan of
MagnaChip.

Pursuant to the plan co-sponsored by the Debtors and UBS AG,
Stamford Branch, as agent to the first lien lenders, creditors
will receive these recoveries:

                                                        Estimated
    Creditor Class      Treatment of Claims              Recovery
    --------------      -------------------              --------
    First Lien          Payment from most                  70.6%
    Lenders Owed        of the proceeds
    $95 Million         of the sale

    Second
    Lien
    Noteholders         Payment from the $1 million         0.2%
    owed about          allocated to unsec. Creditors
    $500 million        and noteholders

    Unsec. Creditors    Payment from the $1 million         0.1%
    Owed $3.2 million   allocated to unsec. creditors
                        and noteholders.

The 0.1% recovery by unsecured creditors is contingent on their
support of the plan.  Unsecured creditors would get nothing if
they vote to reject the plan.

The Court has approved the Disclosure Statement, paving the way
for MagnaChip to solicit votes on the Plan.

The Committee, however, said in its objection to the Disclosure
Statement that MagnaChip's plan is essentially a "friendly
foreclosure" between the Debtors and the First Lien Lenders upon
the valuable businesses and assets of mostly non-debtor
subsidiaries of the Debtors located in Korea and other foreign
countries.  It noted that the sale of non-debtor affiliates is not
subject to supervision by the Bankruptcy Court.  Yet, the
Committee points out, the Plan Proponents seek to use the United
States bankruptcy process to dictate the rights and remedies of
creditors of these non-debtor foreign subsidiaries against each
other and to compel releases of claims and liens against them and
their assets.  The Creditors Committee said it is rejecting the
plan and stated that the Debtor should pursue a plan with better
terms.

The Committee has recently filed an application to retain Drinker
Biddle & Reath LLP as co-counsel and Delaware counsel.

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors.  Omni Management Group LLC is
the Debtors' claims agent.  In its petition, Magnachip
Semiconductor Finance Company listed assets below $50,000 and
debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MARINE GROWTH: June 30 Balance Sheet Upside-Down by $4.8 Million
----------------------------------------------------------------
Marine Growth Ventures, Inc.'s balance sheet at June 30, 2009,
showed total assets of $2,938,304 and total liabilities of
$7,787,043, resulting in a stockholders' deficit of $4,848,739.

For three months ended June 30, 2009, the Company posted a net
loss of $267,555 compared with a net loss of $333,021 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $506,568 compared with a net loss of $650,058 for the same
period in 2008.

Marine Growth Ventures, Inc. said it incurred operating losses
since its inception.  The Company expects to incur significant
increasing operating losses over the next several years due to the
expansion of its business.  There is no assurance that the
Company's developmental and marketing efforts will be successful.
The Company will continue to require the infusion of capital or
loans until operations become profitable.  There can be no
assurance that the Company will ever achieve any revenues or
profitable operations from the sale of its proposed products.  The
Company is seeking additional capital at this time.

During the six months ended June 30, 2009, the Company had a
negative cash flow from operations of $123,775 and as June 30,
2009, the Company had a working capital deficiency of $4,857,544.

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

Marine Growth Ventures, Inc., is a holding company that conducts
its operations primarily through a wholly owned subsidiary,
Sophlex Ship Management, Inc.  The Company had no significant
business operations until its acquisition of Sophlex in September
2004.  Sophlex, which was founded in 1999, provides ship crewing
and management services to vessel owners and operators in the
United States and abroad.   The founder and the sole shareholder
of Sophlex at the time of the acquisition is the current Chief
Operating Officer of the Company.   At the time acquisition both
companies were private entities.  In addition, the Company is
pursuing other opportunities in the shipping industry.

                        Going Concern Doubt

On April 15, 2009, Demetrius & Company, L.L.C. in Wayne, New
Jersey raised substantial doubt about Marine Growth Ventures,
Inc.'s ability to continue as a going concern after auditing the
Company's financial results for the years ended December 31, 2008,
and 2007.  The auditor noted that the Company requires additional
working capital to meet its current liabilities.


MARITZA URDINOLA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Maritza Urdinola
        10511 Lawyers Road
        Vienna, VA 22181

Case No.: 09-16249

Chapter 11 Petition Date: August 3, 2009

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

Debtor's Counsel: Thomas F. DeCaro Jr., Esq.
                  14406 Old Mill Rd.,#201
                  Upper Marlboro, MD 20772
                  Tel: (301) 464-1400
                  Email: tfd@erols.com

Total Assets: $11,106,997

Total Debts: $16,442,913

The petition was signed by Ms. Urdinola.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Tysons Financial, LLC          Bank loan              $500,000
1950 Gallows Road
Suite 600
Vienna, VA 22182

Bank of America                Bank loan              $346,246
475 Cross Point Parkway                               Collateral:
PO Box 9000                                           $1,500,000
Getzville NY 14068                                    Unsecured:
                                                      $346,246

Greentree Servicing                                   $300,000
Mail Stop L800M                                       Collateral:
800 Landmark Towers                                   $1,500,000
345 St. Peter Street                                  Unsecured:
St. Paul, MN 55102                                    $300,000

Arash Shirazi                                         $200,000
                                                      Collateral:
                                                      $2,700,000
                                                      Unsecured:
                                                      $200,000

HomEq Servicing                Bank loan              $2,800,000
PO Box 13716                                          Collateral:
Sacremento, CA 95853                                  $2,700,000
                                                      Unsecured:
                                                      $100,000

American Express               Trade debt             $96,211

Mariana Pacheco                                       $70,000
                                                      Collateral:
                                                      $2,700,000
                                                      Unsecured:
                                                      $70,000

Stock Building Supply          Trade debt             $65,887


Hanover                        Trade debt             $46,965

Mill Branch Industries         Trade debt             $33,000

Chase                                                 $32,920

Tart Lumber                    Trade debt             $28,599

Montgomery Kitchen & Bath      Trade debt             $27,000

Bank of America                Trade debt             $24,995

Citicard                                              $24,418

The Closet Factory             Trade debt             $22,000

Lowe's                         Trade debt             $20,467

Super Concrete                 Trade debt             $20,000

ABC Supply Co.                 Trade debt             $19,000

Discover                                              $18,807


MARK ANDREW RUNCO: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mark Andrew Runco
        410 Duncan Springs Road
        Athens, GA 30606-4803

Bankruptcy Case No.: 09-31245

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  Email: pmarr@mindspring.com

Total Assets: $3,710,947

Total Debts: $2,730,495

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

            http://bankrupt.com/misc/gamb09-31245.pdf

The petition was signed by Mr. Runco.


MBD INC: Files Amended Schedules of Assets and Liabilities
----------------------------------------------------------
MBD, Inc., filed with the U.S. Bankruptcy Court for the Eastern
District of California amended schedules of its assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $30,950,000
  B. Personal Property               $472,781
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,603,275
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $40,524
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,585,376
                                  -----------     -----------
        TOTAL                     $31,422,781     $20,229,176

A copy of the Debtor's new schedules is available at:

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

Chico, California-based MBD, Inc., a.k.a. Meghdadi Builder
Developer, has been in the development business in the Chico area
for over 17 years.  The Debtor filed for Chapter 11 protection on
October 6, 2008 (Bankr. E.D. Calif. Case No. 08-34347).  William
C. Lewis, Esq., who has an office in Palo Alto, California,
represents the Debtor in its restructuring efforts.  The Company
listed between $10 million to $50 million each in assets and
debts.


MBD INC: Has Chapter 11 Plan; Disc. Statement Hearing August 17
---------------------------------------------------------------
MBD, Inc. has filed with the U.S. Bankruptcy Court for the Eastern
District of California a Chapter 11 plan of reorganization and
disclosure statement describing the plan.

The Court will consider whether the Disclosure Statement provides
adequate information necessary for creditors to make an informed
judgement on the Plan.

MBD intends to meet its obligations under the Plan by continuing
its development of the Belvedere Heights Subdivision.  The Company
will also continue managing the La Dolce Piazza office/retail
buildings.  MBD has agreed to transfer the other properties (the
Montebello Estates, the Cielo Vista Estates, and the Fleetwood
Property) to Umpqua Bank in satisfaction of its claims.

Under the Plan's terms, the Belvedere Heights loan will be paid
through sale or refinancing of the individual lots in the
subdivision.  The loan will remain in effect until September 2012
as long as MBD sells or refinances enough lots to meet the certain
debt milestones.  If MBD misses any milestone, the bank will be
entitled to foreclose on the property on 20 days' notice.

The Tri Counties Bank loans on the La Dolce properties will be
paid interest-only for the first year.   If the La Dolce buildings
are sufficiently leased to provide the bank with adequate
rent/debt service coverage at the end of that year, the loans will
continue with fully amortized payments to a maturity date of 2034.
If not, MBD will have only one year to pay the bank's claims in
full.

Finally, the claim of Tri Counties Bank secured by Belvedere Lot
57 and the home constructed on it will be fully due 24 months
after the Plan's effective date.

General unsecured creditors who are owed approximately $1,580,000
will be paid in full, with interest at 5% p.a., through quarterly
payments starting in October 2010.  Payments will equal 50% of
MBD's net operating cash flow for each calendar quarter preceding
the payment date in which MBD generates a positive cash flow.

Secured claims are placed in Classes A-1, A-2, A-3, A-4, A-5, A-6,
A-7, A-8, A-9, A-10, A-11, and A-12, the unsecured trade creditors
under B-1 and the unsecured lenders under B-2, and shareholders'
interests under Class C.

With the exception of AICCO, Inc.'s insurance premium financing
claim under A-9, and Tehama County's secured property taxes on the
Montebello Estates, and shareholders' interests under Class C, all
other classes are impaired and are entitled to vote on the Plan.

A full-text copy of the disclosure statement describing the Plan
is available for free at http://bankrupt.com/misc/mbd.DS.pdf

                           About MBD

Chico, California-based MBD, Inc., a.k.a. Meghdadi Builder
Developer, has been in the development business in the Chico area
for over 17 years.  The Debtor filed for Chapter 11 protection on
October 6, 2008 (Bankr. E.D. Calif. Case No. 08-34347).  William
C. Lewis, Esq., who has an office in Palo Alto, California,
represents the Debtor in its restructuring efforts.  The Company
listed between $10 million to $50 million each in assets and
debts.


MERIT SECURITIES: S&P Junks Ratings on Custody Receipts From 'BBB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
Custody Receipts Related To $121,614,501 Of Merit Securities Corp.
Series 12-1 Class 1-A3 Bonds Due 2033 to 'CC' from 'BBB'.  At the
same time, S&P removed the rating from CreditWatch with negative
implications, where it was placed on July 2, 2009.

The rating on the custody receipts is solely dependent on the
rating on the insurance provider, Ambac Assurance Corp.

The rating action follows the July 28, 2009, lowering of the
rating on the insurance provider to 'CC' from 'BBB' and its
removal from CreditWatch negative, where it was placed on June 24,
2009.


MICHAEL REIMER: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michael Reimer
           dba Michael Jonathan Reimer
           dba MJR Marketing
        11890 Haegers Bend Road
        Barrington Hills, IL 60010

Bankruptcy Case No.: 09-73265

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Karen J. Porter, Esq.
                  Porter Law Network
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  Fax: (312) 372-4160
                  Email: kjplawnet@aol.com

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

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

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

             http://bankrupt.com/misc/ilnb09-73265.pdf

The petition was signed by Mr. Reimer.


MICROMET INC: To Net $65.2MM in Shares Sale to Piper Jaffray Team
-----------------------------------------------------------------
Micromet, Inc., on July 30, 2009, entered into a purchase
agreement with Piper Jaffray & Co., RBC Capital Markets
Corporation and Merriman Curhan Ford, for the sale by the Company
to the public of 14,000,000 shares of common stock, par value
$0.00004 per share.

The Firm Shares are being sold to the public at a price of $5.00,
and the Underwriters have agreed to purchase the Firm Shares from
the Company pursuant to the Purchase Agreement at a price of
$4.675 per share.  The net proceeds to the Company are expected to
be roughly $65.2 million after deducting estimated expenses
payable by the Company associated with the offering.  The offering
was expected to close August 4, 2009, subject to customary closing
conditions.  The Company has granted the Underwriters a 30-day
option to purchase an additional 2,100,000 shares of common stock
to cover over-allotments, if any.

The gross proceeds to Micromet, before expenses, from the sale of
the shares, are expected to be roughly $70 million.  Piper Jaffray
& Co. is acting as the sole book running manager with RBC Capital
Markets and Merriman Curhan Ford as co-managers in this offering.

The Purchase Agreement contains customary representations,
warranties and covenants by the Company.  It also provides for
customary indemnification by each of the Company and the
Underwriters for losses or damages arising out of or in connection
with the sale of the Shares.

The offering is being made pursuant to a registration statement on
Form S-3 (File No. 333-160130) filed with the Securities and
Exchange Commission on June 19, 2009, in the form in which became
effective on July 2, 2009, and a registration statement on Form
S-3 (File No. 333-160888) filed with the Commission pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, the
prospectus included in the Registration Statement and a final
prospectus supplement relating to the Shares filed pursuant to
Rule 424(b)(5) of the Securities Act on July 30, 2009.

The Company's cash, cash equivalents and short-term investments
available for sale was roughly $49.2 million as of June 30, 2009.

A full-text copy of the Purchase Agreement, dated July 30, 2009,
with Piper Jaffray & Co., as representative for the underwriters,
is available at no charge at http://ResearchArchives.com/t/s?40b7

A full-text copy of the Prospectus Supplement filed on Form 424B5
is available at no charge at http://ResearchArchives.com/t/s?40b8

A full-text copy of the Registration Statement on Form S-3MEF is
available at no charge at http://ResearchArchives.com/t/s?40b9

A full-text copy of the Company's Free Writing Prospectus is
available at no charge at http://ResearchArchives.com/t/s?40ba

                       About Micromet Inc.

Micromet Inc. (Nasdaq: MITI) -- http://www.micromet-inc.com/-- is
a biopharmaceutical company developing novel, proprietary
antibodies for the treatment of cancer, inflammation and
autoimmune diseases.  Four of its antibodies are currently in
clinical trials, while the remainder of the product pipeline is in
preclinical development.

At March 31, 2009, the company's balance sheet showed total assets
of $72,272,000; total current liabilities of $24,250,000, deferred
revenue, net of current portion of $7,036,000, other non-current
liabilities of $2,067,000, and long-term debt obligations of
$2,021,000; and total stockholders' equity of $36,898,000.

                       Going Concern Doubt

In its annual report on Form 10-K for the year ended December 31,
2008, Micromet said that as of December 31, it had an accumulated
deficit of $198,200,000, and it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years.  "The conditions create substantial doubt
about our ability to continue as a going concern," the Company
said.

However, Ernst & Young LLP, in McLean, Virginia, the Company's
independent accountants, did not include a going concern language
in its March 16, 2009 audit report.


MILLPOND INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Millpond Investments, Ltd
           dba Red Bluff Center
        PO Box 750129
        Houston, TX 77275

Bankruptcy Case No.: 09-35565

Chapter 11 Petition Date: August 3, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  Email: b.m.rogers@att.net

Total Assets: $1,505,001

Total Debts: $1,302,399

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

             http://bankrupt.com/misc/txsb09-35565.pdf

The petition was signed by Thomas I. Fetzer II.


MILT'S EAGLE LLC: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Milt's Eagle, LLC
        5220 Haven Street, Suite 105
        Las Vegas, NV 89119

Bankruptcy Case No.: 09-24051

Chapter 11 Petition Date: August 3, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

Total Assets: $1,600,000

Total Debts: $1,962,861

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

             http://bankrupt.com/misc/nvb09-24051.pdf

The petition was signed by Alex Penley.


MOORE-HANDLEY: Gets Interim OK to Access Cash Securing CIT Loan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
authorized, on an interim basis, Moore-Handley, Inc., and Hardware
House, Inc., to:

   -- use cash securing repayment of loan with CIT Group/Business
      Credit, Inc.; and

   -- grant CIT adequate protection to CIT.

The Court has set a further hearing on the Debtors' continued use
of cash collateral on August 14, 2009, at 9:00 a.m.

The Debtors related that they have $18.83 million in secured
indebtedness:

   * $11.15 million owed to CIT under a Amended and
     Restated Revolving Note dated March 14, 2008, in the original
     maximum principal amount of $35,000,000;

   * $6.43 million owed to CIT under a Term Note dated March 14,
     2008, in the original principal amount of $6,975,000; and

   * $1.25 million owed to various equipment lenders who have sold
     equipment to the Debtors for use at their distribution
     facility, which indebtedness is secured by purchase money
     security interests in the equipment.

The Debtors added that CIT claims a lien and security interest in
essentially all of the Debtors' personal property, including cash,
proceeds and other cash equivalents that constitute cash
collateral.

The Debtors need to use the cash collateral to operate their
businesses on a daily basis.

To secure the loan, the Debtors will grant CIT replacement liens
upon the Debtors' postpetition accounts, inventory and all
proceeds thereof.

The Debtors further related that CIT's interests are adequately
protected because CIT enjoys a substantial equity cushion in the
cash collateral.  The value of the Debtors' trade receivables --
$12.62 million, and inventory -- $17.68 million, greatly exceeds
the outstanding balances owed on the Term Note with a principal
balance of $6.43 million and the Revolving Note with principal
balance of $11.15 million.

The Court ordered the Debtors that by 5:00 p.m., Central Time, on
each Tuesday, to provide CIT and the Bankruptcy Administrator cash
collateral reports consistent with the format of the budget
covering all activity for the prior week, and comparing actual
cash flow to those projected in the budget.

                     About Moore-Handley, Inc.

Pelham, Alabama-based Moore-Handley, Inc., operates a hardware and
building material distributing business.  The Company and Hardware
House, Inc., its subsidiary, filed for Chapter 11 on July 17, 2009
(Bankr. N. D. Ala. Case No. 09-04198).  Christopher L. Hawkins,
Esq. and Jennifer Anne Harris, Esq., at Bradley Arant Rose & White
represent the Debtor in its restructuring efforts.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


NATIONAL CENTURY: Stein & SWAB Appeal Dist. Court Order on Pact
---------------------------------------------------------------
Michael J. Stein and SWAB Financial LLC notify the U.S. District
Court for the Southern District of Ohio that they will take an
appeal to the U.S. Court of Appeals for the Sixth Circuit from the
opinion and order issued by the District Court in favor of the
Unencumbered Assets Trust, et al.

To recall, the opinion and order issued by District Court Judge
Michael H. Watson affirmed the judgment of the U.S. Bankruptcy
Court for the Southern District of Ohio dated January 20, 2009,
granting the UAT's request to enforce a settlement agreement.
Judge Watson has maintained that the Bankruptcy Court did not err
in finding that the parties had reached a valid, binding
settlement agreement.

                  UAT Seeks Sanctions and Fees

Pursuant to the January 20 Order and Rule 16 of the Federal Rules
of Civil Procedure, the UAT asks the Court to sanction Mr. Stein
for failing to appear for the mediation set in late 2008.  The UAT
also asks the Court to award its fees and costs.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NOEL RODRIGUEZ: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Noel Rodriguez
               Marisela Rodriguez
               Register # 79532-004
               CI Big Springs Correctional
               2001 Rickabaugh Dr.
               Big Springs, TX 79720

Bankruptcy Case No.: 09-41682

Chapter 11 Petition Date: August 3, 2009

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

Debtors' Counsel: James L. Drake Jr., Esq.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  Email: jdrake7@bellsouth.net

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

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

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

            http://bankrupt.com/misc/gasb09-41682.pdf

The petition was signed by the Joint Debtors.


NORTEL NETWORKS: Wins Approval of Avaya-Led Auction of Unit
-----------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
conduct an auction for their enterprise solutions business where
Avaya Inc.'s US$475 million would be the stalking horse bid, Carla
Main at Bloomberg News reports.

The assets to be sold comprise Nortel's Enterprise Solutions
business in North American, Caribbean and Latin American and
Asian region as well as a portion of their business in Europe,
Middle East and Africa.

The Court approved an auction process, which the Debtors say, are
aimed to flush out better offers for the assets.  The deadline for
submitting bids for the assets is September 4, 2009, at 12:00 p.m.
Eastern Time.  If a bid from another company is submitted, an
auction will be conducted on September 11, 2009, at 9:30 a.m.
Eastern Time, at the offices of Cleary Gottlieb Steen & Hamilton
LLP, at One Liberty Plaza, in New York.  The Debtors will seek
approval of the results of the auction at a sale hearing on
September 15.

The Debtors have proposed to pay Avaya a $14.25 million break-up
fee in the event Nortel elects to consummate a sale with another
party.

Consummation of the sale 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 sale is also subject to purchase price adjustments
under certain circumstances.

A full-text copy of the Nortel-Avaya Sale Agreement can be
accessed at http://bankrupt.com/misc/NortelSaleAgreementAvaya.pdf

A full-text copy of the document detailing the bidding procedures
for the proposed sale of Nortel's Enterprise Solutions Business
is available for free at:

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

Bloomberg, citing a Gartner Inc. analyst, said Nortel's sale to
Avaya would double Avaya's share of the corporate phone-gear
market, pushing it past Cisco Systems Inc.

                      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 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: Ontario Appeals Court Order Hearing on Dunn Claim
------------------------------------------------------------------
The Ontario Court of Appeal ordered on July 2, 2009, a new
hearing on former Nortel Chief Executive Frank Dunn's claim that
Chubb Corp. must pay his legal costs, Bloomberg News reports.

Dennis O'Connor, associate chief justice of Ontario, said the
appeals court ordered a new hearing to give Mr. Dunn and Chubb
Corp., a New Jersey-based insurance company, a chance to provide
additional evidence on the former executive's claim that Chubb is
obligated to pay 90% or 100% of his legal costs.

Mr. Dunn, together with other former executives, is facing
charges filed by the U.S. Securities and Exchange Commission, the
Ontario Securities Commission, and Nortel Networks for allegedly
committing accounting fraud from 2000 to 2004, Joe Schneider of
Bloomberg News relates.

Chubb's 2001 insurance policy promised to cover the legal costs
for conduct that occurred that year.  The insurer, however, said
it is not obligated to cover costs related to lawsuit allegations
involving the executives' conduct in 2003, according to the
report.

Mr. O'Connor said the insurance policy is ambiguous and that it
is impossible for the Ontario Court of Appeals to resolve the
ambiguity given the lack of evidence available on how to
interpret clauses in the insurance policy that are contradictory,
the news source states.

"We do not know whether there is further evidence available that
would assist in resolving the ambiguity," Bloomberg quoted Mr.
O'Connor as saying.  "This is an important issue for these
parties.  It is also an important issue for other cases where
large and sophisticated parties contract for insurance coverage."

Mr. O'Connor said that is why the appeals court took the
"unusual" step of ordering a new hearing and giving both sides a
chance to provide additional evidence, Bloomberg adds.

                      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 have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTH AMERICAN TECH: KBA Steps Down as Accountant
-------------------------------------------------
Effective June 1, 2009, KBA Group LLP joined BKD, LLP.  As a
result, on July 24, KBA Group LLP resigned as North American
Technologies Group, Inc.'s independent registered public
accounting firm.

KBA Group LLP's audit reports on the Company's financial
statements as of and for the fiscal years ended September 30,
2007, and September 28, 2008, did not contain an adverse opinion
or a disclaimer of opinion, were not modified as to audit scope or
accounting principles, but were qualified by an explanatory
paragraph with respect to the risks of continuing as a going
concern.

During the fiscal years ended September 30, 2007, and
September 28, 2008, and through the subsequent interim period
through July 24, 2009, there were (1) no disagreements between the
Company and KBA Group LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of KBA Group LLP, would have caused KBA Group LLP to
make reference to the subject matter of the disagreement in their
reports on the Company's financial statements for such years, and
(2) no "reportable events" as that term is defined in Item
304(a)(1)(v) of Regulation S-K.

The Company's audit committee has been notified of the resignation
and the reasons for the resignation of KBA Group LLP as the
Company's independent registered accounting firm.

As reported by the Troubled Company Reporter on July 9, 2009, the
Company's balance sheet showed $15,163,882 in total assets and
$24,953,909 in total liabilities, resulting in $9,790,027 in
stockholders' deficit at March 29, 2009.

As of March 29, 2009, the Company had a cash balance of $352,251
and a negative working capital balance of $3,683,997.

The Company posted a net loss of $1,359,937 for the three months
ended March 29, 2009, compared to a net income of $173,481 for the
three months ended March 30, 2008.  During the six months ended
March 29, 2009, the Company incurred a net loss of $2,833,373
compared to a net loss of $766,072 for the six months ended March
30, 2008.  In addition, it is likely that the Company will incur
losses for the foreseeable future.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3ec2

                 About North American Technologies

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is engaged in the manufacturing and
marketing of engineered composite railroad crossties through its
100% owned subsidiary TieTek LLC.  The Company's composite
railroad crosstie is a direct substitute for wood crossties, but
with a longer expected life and with several environmental
advantages.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 29, 2009, KBA
Group LLP in Dallas, Texas, the Company's independent auditor,
raised substantial doubt about the Company's ability to continue
as a going concern after its audit report dated June 12, 2009.
The uncertainty of achieving profitability or obtaining additional
financing raises substantial doubt about the Company's ability to
continue as a going concern.


NORTH LAKE VILLAGE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: North Lake Village, LLC
        105 Edgewater Court
        Warner Robins, GA 31088

Bankruptcy Case No.: 09-52438

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Email: wjboyer_2000@yahoo.com

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

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

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

            http://bankrupt.com/misc/gamb09-52438.pdf

The petition was signed by Harry Lucas.


NV BROADCASTING: Files Disclosure Statement; Hearing Set August 5
-----------------------------------------------------------------
NV Broadcasting, LLC, et al., have filed a disclosure statement to
accompany their joint Chapter 11 plan of reorganization, dated as
of July 31, 2009, with the U.S. Bankruptcy Court for the District
of Delaware.  A hearing on the adequacy of the disclosure
statement has been set for August 5, 2009, at 4:00 p.m.

The Plan provides for a restructuring of the Debtors' financial
obligations, which will result in a significant deleveraging of
the Debtors to better compete in the broadcasting market.
Distributions under the Plan will be sourced from an exit secured
term loan.

                      Exit Secured Term Loan

The Exit Secured Term Loan is a 3-year first priority senior
secured multi-draw term loan facility in an aggregate principal
amount of $28,000,000.  The proceeds of the loans will be used by
the Debtors to (a) repay the outstanding obligations under the DIP
Credit Facility, and (b) fund general corporate working capital
and capital expenditure needs including, without limitation,
payment of interest and fees under the Exit Credit Facility and
cash collateral for letters of credit of the Borrowers and their
subsidiaries, thereby facilitating the Debtors' emergence from
Chapter 11.  The Exit Secured Term Loan will be secured by first
priority liens on all assets of the Borrowers and Guarantors
specifically including, but not limited to, all equity interests
in all Guarantors.

                      Summary of Plan Terms

On or before the effective date of the Plan, the NV Debtors will
form two new Delaware limited liability companies, which are
defined in the Plan as NVT Holdings and NVT Networks.  NVT
Networks will be a fully owned subsidiary of NVT Holdings.  On or
before the effective date, Reorganized NV Broadcasting will
transfer the membership interests of the Reorganized NVT Networks
Subsidiaries to NVT Networks.  Thus, the ultimate parent of the
Reorganized NVT Networks Subsidiaries will be NVT Holdings.

Also on or before the Effective Date of the Plan, the NV Debtors
will form two new Delaware limited liability companies, which are
defined in the Plan as NVT License Holdings and NVT License
Company.  NVT License Company will be a fully owned subsidiary of
NVT License Holdings.  On or before the effective date, the
Reorganized NVT Networks Subsidiaries will transfer the membership
interests of the Reorganized NVT License Company Subsidiaries to
NVT License Company.  Thus, the ultimate parent of the Reorganized
NVT License Company Subsidiaries will be NVT License Holdings.

Also on or before the Effective Date of the Plan, the Reorganized
PBC Debtors will issue such membership interest as are required to
maintain the same corporate structure that existed for the PBC
Debtors immediately prior to the petition date.  Thus, on and
after the effective date, the Reorganized PBC Debtors will have
the same corporate structure as existed prior to the petition date
for the PBC Debtors.  On the effective date, Reorganized PBC
Holdings will transfer the membership interests of Reorganized PBC
Broadcasting to PBC Enterprises.

Each of NVT Holdings, NVT License Holdings and PBC Enterprises
will be private, non-SEC reporting companies.  The Exit Secured
Term Loan will be each of NVT Holdings', NVT License Holdings' and
PBC Enterprises' only secured indebtedness, which will be secured
by all of their assets and the assets of their subsidiaries, and
guaranteed by each of their subsidiaries.

Pursuant to the Plan, holders of First Lien Loan Claims, allowed
in an amount not less than $274,021,842, will receive a transfer
of their ratable proportion of 100% of the NVT Holdings Membership
Interests.  Projected recovery under the Plan is 33%.

The projected recovery under the Plan for NV general unsecured
trade claims, with allowed amounts of $9,719,803, is 100%.  Each
allowed NV general unsecured trade claim will (a) be reinstated as
an obligation of NVT Networks; (b) receive such treatment as to
which NVT Networks will have agreed to in writing; or (c) be
treated in any other manner so that such NV general unsecured
trade claim will otherwise be rendered unimpaired.

PBC general unsecured claims, with allowed amount of $600,850,
will receive the same treatment as the NV general unsecured trade
claims.

Holders of the Second Lien Loan Claims who vote to accept the Plan
will receive a transfer of its ratable proportion of the Second
Lien Equity upon execution of NVT Holdings' amended and restated
operating agreement by the members thereof, and holders of the
Second Lien Loan Claims who vote to reject the Plan will not
receive any transfers of property on account of such holder's
Second Lien Loan Claim and the aggregate amount of Second Lien
Equity to be transferred pursuant to section 4.7 of the Plan will
be reduced by the percentage determined by dividing (x) the
aggregate face amount of the Rejecting Second Lien Claims by (y)
the total Second Lien Loan Claims.

The projected recovery under the Plan for second lien loan claims,
which are allowed in the amount of $94,972,735, is 3%.

Interests under Class 14 will receive no distribution of property
under the Plan, and holders thereof are not entitled to vote, and
conclusively presumed to reject the Plan.

              Classification of Claims and Interests

                                  Estimated
                                   Allowed    Est.
Class       Description            Amount    Recovery   Status
-----  ----------------------   ------------ -------- -----------
   1    First Lien Loan Claims   $274,021,842    33%   Entitled to
                                                       Vote

   2    Secured Tax Claims                 $0   100%   Deemed to
                                                       Accept

   3    Other Secured Claims         $665,630   100%   Deemed to
                                                       Accept

   4    Priority Non-Tax Claims            $0   100%   Deemed to
                                                       Accept

   5    NV General Unsecured
        Trade Claims               $9,719,803   100%   Deemed to
                                                       Accept

   6    PBC General Unsecured
        Trade Claims                 $600,850   100%   Deemed to
                                                       Accept

   7    Second Lien Loan Claims   $94,972,735     3%   Entitled to
                                                       Vote

   8    Mezzanine Loan Claims     $26,254,977     0%   Deemed to
                                                       Reject

   9    HBK Loan Claim            $13,389,520     0%   Deemed to
                                                       Reject

  10    Rejection Damages    $0 to $4,000,000     0%   Deemed to
        Claims                                         Reject

  11    Litigation Claims            $300,000     0%   Deemed to
                                                       Reject

  12    Securities Claims                  $0     0%   Deemed to
                                                       Reject

  13    Subordinated Claims                $0     0%   Deemed to
                                                       Reject

  14    Interests                         n/a     0%   Deemed to
                                                       Reject

A full-text copy of the disclosure statement explaining the
Debtors' joint Chapter 11 plan is available for free at:

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

                        About the Debtors

NV Broadcasting, LLC, is a wholly owned subsidiary of NV
Television, LLC, which in turn is wholly owned by NV Media, LLC,
whose parent is New Vision Television, LLC, who is not a debtor in
these cases.

PBC Television Holdings is a privately-held limited liability
company that owns 100% of PBC Broadcasting, LLC.  Todd Parkin owns
100% of the issued and outstanding limited liability company units
of PBC Television Holdings.

The NV Debtors own and operate 11 television stations that are
affiliated with major networks, together with several satellite
stations and additional low power television stations that
retransmit the signals of the affiliated television stations, and
through joint sales or share services agreements, provide sales,
operational, and other services to two major network affiliated
stations owned by the PBC Debtors.  The NV and PBC stations are
located in nine diverse markets across the southern, midwestern
and nortwestern United States.

The NV Debtors and the PBC Debtors filed separate petitions for
Chapter 11 relief on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12473).  In its petition, NV Broadcasting, LLC, listed between
$10 million and $50 million in assets, and between $100 million
and $500 million in liabilities.

Locke Lord Bissell & Liddell LLP is the proposed counsel for the
NV Debtors.  Polsinelli Shughart PC is the proposed Delaware
counsel fpr the NV Debtors.  The PBC Debtors selected Womble
Carlyle Sandridge & Rice, PLLC, as their counsel.  Moelis &
Company is the proposed financial advisor and investment banker to
the Debtors.  BMC Group Inc. is the Debtors' claims, noticing and
balloting agent.


ONE REALCO LAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: One Realco Land Holdings, Inc.
        c/o Mark J. Petrocchi
        2200 Forest Park Blvd.
        Fort Worth, TX 76110

Case No.: 09-44799

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Debtor's Counsel: Mark Joseph Petrocchi, Esq.
                  Griffith, Jay & Michel, LLP
                  2200 Forest Park Blvd.
                  Ft. Worth, TX 76110
                  Tel: (817) 926-2500
                  Fax: (817) 926-2505
                  Email: mpetrocchi@lawgjm.com

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

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

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


OPUS WEST: M&I Excuses Receiver From Sec. 543 Compliance
--------------------------------------------------------
M&I Marshall & Ilsley Bank sought and obtained an order from the
Court excusing the duly appointed receiver of the real property
known as Energy Crossing Project from complying with the
requirements of Sections 543(a) and (b) of the Bankruptcy Code.

Pursuant to Sections 543(a) and (b), a custodian of a debtor's
property, like M&I Marshall, is required to deliver all property
and return control to the debtor upon commencement of a
bankruptcy case.  However, a bankruptcy court may excuse
compliance from the requirements of Section 543(a) and (b), upon
satisfaction of Section 543(d)(1), which provides that if in the
interests of creditors and, "if the debtor is not insolvent, of
equity security holders would be better served by permitting a
custodian to continue in possession, custody, or control of such
property . . ."

Keith Miles Aurzada, Esq., at Bryan Cave LLP, in Dallas, Texas,
relates that M&I Marshall and Debtor Opus West LP previously
entered into a loan transaction whereby M&I agreed to loan OWLP
agreed $46,300,000.  Debtor Opus West Corporation guaranteed
OWLP's obligations under the Loan.  The Loan was intended to
provide financing for, among other things, the construction of a
six-story Class A office building with a structured parking
garage on the Energy Crossing Project in Harris County, Texas.

However, before the Petition Date, OWLP defaulted on its
obligations under a certain Deed of Trust Note payable to the
order of M&I, amounting to $46,300,000.  The Note is secured by,
among other things, (i) a Deed of Trust, Assignment of Rents and
Leases, Security Agreement and Fixture Filing executed by OWLP
for the benefit of M&I, and covering the Energy Crossing Project,
and (ii) a Collateral Assignment of Major Subcontracts and
Development Rights, executed by OWLP for the benefit of M&I.

In addition, before the Petition Date, OWC defaulted on its
obligations under the Guaranty Agreement it executed for M&I's
benefit, Mr. Aurzada says.  Through the Guaranty Agreement, OWC
guaranteed the payment and performance of OWLP under the Note and
Deed of Trust.

Mr. Aurzada contends that under the Texas Revised Limited
Partnership Act, OWC is liable for the debts of OWLP because OWC
is the general partner of OWLP, as borrower.

As of May 21, 2009, numerous uncured defaults existed under the
Loan Documents, Mr. Aurzada tells the Court.  Despite demands,
notices of defaults, and an opportunity to cure, OWLP failed to
comply with its obligations under the Loan Documents, he avers.

M&I has been informed that OWLP has one current tenant at the
Energy Crossing Property and as of May 21, 2009, OWLP signed
leases with other potential tenants.  M&I, however, notes that
the tenant improvements required under the Leases are not on
schedule and have not been completed.  A representative for one
of the tenants sent an e-mail to an M&I representative,
expressing concern that work on the tenant improvement plans had
stopped and notifying M&I of certain additional mechanics liens
placed on the Property totaling $1,788,723.

Accordingly, in light of the various events of default, M&I
sought to obtain a receiver to stabilize and preserve the Energy
Crossing Property pending non-judicial foreclosure and a
temporary restraining order and temporary injunction preventing
OWLP from further utilizing M&I's Loan funds in any manner
inconsistent with the Loan Documents and from converting M&I's
collateral and funds from loan advances in the District Court of
Harris County, Texas.

On June 10, 2009, OWLP entered into a Forbearance Agreement with
M&I, pursuant to which OWLP stipulated to the appointment of a
receiver in the pending State Court Action.  On June 12, 2009,
the Harris County District Court granted M&I its receivership,
and Ray H. Mackey, Jr. of Stream Realty Partners LP was appointed
as receiver of the Property.

"Since the Receiver has taken control of the Property, he has
effectively maintained the operation of the Property, and has
attempted to facilitate leases with new potential tenants," Mr.
Aurzada says.

M&I maintains that the Debtors and their creditors are best
served by excusing the Receiver from turnover and the
requirements of Section 543(a) and (b) because turnover of the
Energy Crossing Property to OWLP would have potentially
devastating consequences as OWLP currently faces numerous issues
in bankruptcy and "has its hands full."  Moreover, Mr. Aurzada
says, OWLP is ill-equipped to take on the obligations relating to
the Property and likely would face insurmountable cash and
financing issues.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Proposes Rejection of WS Atkins Property Lease
---------------------------------------------------------
Debtor Opus West LP, Ray H. Mackey, Jr., the receiver of an
Energy Crossing Property, and WS Atkins, Inc., ask the Court to
reject a non-residential real property lease pursuant to Section
365(a) of the Bankruptcy Code.

WS Atkins and Opus LP previously entered into an Office Lease
Agreement, whereby WS Atkins agreed to lease from Opus LP a
20,997 sq. ft. space located at 15021 Katy Freeway, Suite 500, in
Houston, Texas, at a property known as the Energy Crossing
Project.  Pursuant to the terms of the Lease, Opus LP was to
commence construction of extensive tenant improvements and
deliver the Leased Premises to WS Atkins by July 1, 2009.  In
order to timely deliver the Leased Premises to WS Atkins by the
delivery date, the parties to the Lease agreed that the tenant
improvement construction was to be commenced by April 14, 2009.

However, according to Peter Franklin, Esq., at Franklin Skierski
Lovall Hayward LLP, in Dallas, Texas, Opus LP did not timely
begin construction of the tenant improvements or deliver the
Leased Premises to Atkins by the agreed delivery date.
Consequently, WS Atkins never took possession of the Leased
Premises.

As a result, WS Atkins asserted that it incurred and continues to
incur damages and losses exceeding $237,000 for holdover rent,
lost profits, attorneys' fees and other economic losses.  WS
Atkins has since located alternative office space that meets its
operational needs to mitigate its damages, and has requested that
Opus LP reject the Lease on an expedited basis.

Accordingly, the Parties agreed to file a joint request to reject
the Lease in exchange for WS Atkins' agreement not to file claims
claim related to the Lease, including lease rejection damages,
against Opus LP in its bankruptcy case.

WS Atkins further agreed that it will not pursue causes of action
or claims, to the extent any exist, against Mr. Mackey, as
Receiver of the Property.  Mr. Mackey, in turn, agreed that it
will not pursue causes of action or claims, to the extent any
exist, against WS Atkins.

In a separate request, WS Atkins asserts that time is of the
essence for it to obtain Court approval on the rejection of the
Lease.  Until the Court enters an order granting the Joint
Motion, WS Atkins will continue to incur additional damages and
losses due to its holdover status.

Accordingly, at WS Atkins' behest, the Court is set to consider
the Joint Motion on August 5, 2009.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: U.S. Bank Wants to Lift Stay for Foreclosure
-------------------------------------------------------
U.S. Bank National Association, in its capacity as administrative
bank, asks the Court to approve its agreement with the Opus West
Debtors to modify the automatic stay to allow it to pursue its
rights and remedies under certain loan documents, which include
foreclosing on its collateral.

Pursuant to a construction loan agreement by and among Opus West
Corp. and its affiliates, U.S. Bank and certain other parties as
lenders, the Banks extended loans to the Debtors in connection
with the construction of an office complex known as Haven Point in
the City Rancho Cucamonga, in California.

The Opus West Debtors' obligations to the Bank Lenders under the
Loan Agreement, including the obligation to pay the
Administrative Bank's and the Banks' costs and expenses incurred
in connection with the Loans, are secured by the Haven Point
Property and other  collateral described in various Loan
Documents, including:

-- a Promissory Note secured by Deed of Trust between Opus West
    and U.S. Bank, individually and as agent for the other
    Lender Banks to the Loan Agreement;

-- a Construction Deed of Trust among Opus West, as Trustor,
    Chicago Title Insurance, as Trustee, and U.S. Bank, as
    Beneficiary;

-- an Indemnity Agreement between Opus and U.S. Bank,
    individually and as agent for the other Lender Banks to the
    Loan Agreement;

-- an Assignment of Permits Licenses, and Approvals between
    Opus and U.S. Bank, individually and as agent for the Lender
    Banks to the Loan Agreement;

-- an Assignment of Contracts, Plans and Specifications between
    Opus West and U.S. Bank, individually and as agent for the
    other Lender Banks to the Loan Agreement; and

-- an Assignment of Plans and Related Agreements by Opus in
    favor of U.S. Bank, individually and as agent for the other
    Lender Banks to the Loan Agreement.

Josiah M. Daniel, Esq., at Vinson & Elkins LLP, in Dallas, Texas,
tells the Court that certain defaults and events of default have
occurred under the terms of the Loan Agreement and the other Loan
Documents.

Pursuant to the Loan Documents, Mr. Daniel asserts that U.S. Bank
is entitled to exercise certain remedies upon default by the
Debtors, including the right to foreclose on the Collateral and
to apply the proceeds to the Debtors' obligations under the Loan
Documents.

Mr. Daniel asserts that a modification of the automatic stay is
appropriate because Debtor Opus West Corporation cannot provide
adequate protection to U.S. Bank.  In addition, he contends that
relief is warranted because the Debtors lack equity in the
Collateral, and the Property is not necessary for effective
reorganization.

"The principal amount of Opus West's outstanding obligations
under the Loan Documents, standing alone, currently exceeds
$9,229,722, whereas the value of the Collateral is substantially
less than this amount," Mr. Daniel says.  He adds that "a recent
appraisal performed at the request of U.S. Bank placed the
current market value of Haven Point at approximately $3,660,000,
given the state of the project and current market conditions.

The agreed-upon relief from the automatic stay would allow U.S.
Bank to pursue its rights and remedies under non-bankruptcy law,
including the right to foreclose on the Collateral, in order to
prevent further harm to the Collateral, U.S. Bank, and the
Debtors' estates, Mr. Daniel asserts.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OWENS CORNING: Garlock Suit Vs. Asbestos Trust Resolved
-------------------------------------------------------
Pursuant to Rule 7041 of the Federal Rules of Bankruptcy
Procedure, Garlock Sealing Technologies LLC and the Owens Corning
Asbestos Trust have stipulated that Garlock Sealing will dismiss,
with prejudice, its complaint against Asbestos Trust.  Both
parties also agree to dismiss with prejudice any claims they
might have asserted against each other with respect to the
adversary complaint.

As reported by the Troubled Company Reporter on April 14, 2009,
Garlock Sealing Technologies, LLC, commenced an adversary
complaint against the Owens Corning/Fiberboard Asbestos Personal
Injury Trust and its trustees, Harry Huge, D. LeAnne Jackson and
Dean M. Trafelet before the U.S. Bankruptcy Court in Delaware.

In the lawsuit, William R. Firth, III, Esq., at Gibbons P.C. in
Wilmington, Delaware, related that Garlock is the judgment-debtor
in three judgments entered in the Circuit Court for the City of
Baltimore, Maryland, in favor in individuals named Reginald
Puller, Paul Wilson, and Gary Snyder, each of whom suffered
asbestos-caused bodily injury.  The Puller Plaintiffs suffered
from and died as a result of mesothelioma alleged to have been
caused by exposure to the asbestos-containing products of a number
of defendants, including Garlock and one or more of the Debtors.
By virtue of the Debtors' bankruptcy cases, the Puller Plaintiffs
did not pursue claims against the Debtors in the tort system.

The jury, however, returned verdicts in favor of the Puller
Plaintiffs against Garlock.  After giving Garlock credit for the
shares of co-defendants that paid settlements to Puller
Plaintiffs in the tort system, the trial courts entered judgments
in favor of the Puller Plaintiffs and against Garlock for
$3,883,495 in the Puller case; $1,863,870 in the Wilson case; and
$4,149,850 in the Snyder case.

According to Mr. Firth, Garlock paid the three judgments in full
and the Puller Plaintiffs have acknowledged satisfaction in full
of the judgments.

When Garlock satisfied the three judgments, it acquired rights
under Maryland law to obtain contribution from joint tort-
feasors, including asbestos personal injury trusts created under
Section 524(g) of the Bankruptcy Code that assumed liabilities of
companies that contributed to the Judgment-Plaintiffs' injuries.

After Garlock paid the Puller Plaintiffs' judgments, Garlock
learned that (a) the Puller Plaintiffs claimed that exposure to
asbestos-containing products of several companies whose asbestos-
related liabilities had been assumed by Asbestos Trusts had
contributed to their injuries; (b) Direct Claims had been filed
on behalf of the Puller Plaintiffs against those Asbestos Trusts;
and (c) the Puller Plaintiffs may have obtained recovery from
some of those trusts, but has not given Garlock credit against
the amount of their judgments as required by Maryland law,
according to Mr. Firth.  Moreover, he notes, the Puller
Plaintiffs filed "Direct Claims" against several Asbestos Trusts
after Garlock paid in full their judgments even though, upon
Garlock's satisfaction of the Puller Plaintiffs' judgments,
Garlock -- not the Puller Plaintiffs -- became entitled to
collect any Asbestos Trust payments due and owing on account of
the Puller Plaintiffs' injuries.

Thus, to protect its contribution rights, Garlock said that:

  -- it filed three "Indirect Claims" against the Owens Asbestos
     Trust on April 15, 2008;

  -- in its submissions, provided exposure and other evidence
     required by the Trust Distribution Procedures to establish
     the Asbestos Trust's liability for the injuries of two of
     the Puller Plaintiffs, Messrs. Puller and Snyder; and

  -- it asked the Trust to incorporate into the Indirect Claims
     any evidence and other materials submitted by the Puller
     Plaintiffs in support of any Direct Claim the claimants may
     have previously filed against the Trust.

Mr. Firth argued that contrary to the Trust's position, the
Plan Documents provide that:

  -- by virtue of the channeling injunction, Indirect Claimants
     are enjoined from adjudicating claims against the Trust in
     state court but are instead channeled to the Trust for
     resolution of their Indirect Claims pursuant to the TDP;

  -- the Trust must pay Indirect Claims that are valid under
     applicable state law;

  -- Indirect PI Trust Claims are subject to the same
     categorization and payment provisions as to all other Owens
     Corning and Fibreboard Claims; and

  -- the Trust is liable for Direct and Indirect Claims
     regardless of whether they are liquidated in the tort
     system prior to being filed against the Trust.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


OWENS CORNING: R. Schwartz & B. Arnold Make Claim-Related Queries
-----------------------------------------------------------------
Robert Schwartz and Bryon Keith Arnold, both having claims
against Owens Corning, undertook separate inquiries about their
claims to Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware.

1. Robert Schwartz

Robert Schwartz asked Judge Fitzgerald about the status of Owens
Corning's case.  He also asked Judge Fitzgerald's advice who to
contact so he could file a complaint with the Delaware Supreme
Court Grievance Committee.

Acting on Mr. Schwartz's request, Judge Fitzgerald forwarded Mr.
Schwartz's letter to the law office of Saul Ewing LLP, counsel to
the Debtors.  Additionally, Judge Fitzgerald directed Saul Ewing
to respond to Mr. Schwartz's inquiry within 10 days.

Saul Ewing responded to Mr. Schwartz's inquiry and sent Mr.
Schwartz a copy of the Court's order approving the Owens Corning
bankruptcy Plan.

2. Byron Keith Arnold

Byron Keith Arnold asked Judge Fitzgerald to enlist him as a pre
se litigant in the Certificate of Service List.  Mr. Arnold told
Judge Fitzgerald that he was removed from the list, maybe due to
some clerical mistake he made.

Accordingly, Judge Fitzgerald forwarded Mr. Arnold's letter to
Saul Ewing.  Judge Fitzgerald directed Saul Ewing to respond to
Mr. Arnold within 15 days.

Acting on Judge Fitzgerald's directive, Saul Ewing responded to
Mr. Arnold and informed him that any ongoing notices he may have
regarding his claims would be from Owens Corning/Fibreboard
Asbestos Trust as the asbestos liabilities of Owens Corning or
Fibreboard were already channeled to the Asbestos Trust.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


OWENS CORNING: Releases 2008 Savings Plan Annual Report
-------------------------------------------------------
Owens Corning filed with the United States Securities
and Exchange Commission a Form 11-K report with respect to the
Company's Savings Plan for the years ended December 31, 2008, and
2007.

The Owens Corning Savings Plan principally benefits salaried
employees of Owens Corning and certain designated subsidiaries.
An eligible employee may elect to enroll in the Plan at any time.

Fidelity Management Trust Company is the trustee as defined by
the Savings Plan and the Company is the plan sponsor.

Administrative expenses of the Savings Plan are charged to the
Plan and include professional fees and other administrative
expenses.

Subsequent to the Company's emergence from Chapter 11 on
October 31, 2006, the Savings Plan did not permit new investments
in the Company common stock and all shares of common stock in the
Company's common stock fund were cancelled on October 31, 2006.
Participants who, as of that date, had amounts invested in the
Company's common stock fund in their accounts were allowed to
elect to transfer common stock to any other investment fund or
receive warrants to purchase shares of the reorganized Company.
However, effective November 6, 2007, the Savings Plan was amended
to allow new investments to be invested in the Owens Corning
common stock.

Richard C. Tober, administrator of the Owens Corning Savings
Plan, presented to the SEC statement of net assets available for
plan benefits of the Owens Corning Saving Plan as of Dec. 2008
and 2007 and the related statement of changes in net assets
available for plan benefits for the same year ended, as audited
by accounting firm Plante & Moran PLLC.

                   Owens Corning Savings Plan
         Statement of Net Assets Available for Benefits

                                   Year Ended     Year Ended
ASSETS                              12/31/2008     12/31/2007
                                   ------------   -------------
Investments - Participant directed:
  Mutual funds                     $297,063,089    $462,538,045
  Common collective trust fund        9,965,480       6,980,578
  Company common stock and warrants     963,241         266,394
  Loans to participants               8,679,605       8,570,521
                                  -------------   -------------
    Total investments               316,671,415     478,355,538

Other Asset- Other receivable                -              75
                                  -------------   -------------
Net Assets Available at Fair Value  316,671,415     478,355,613

Adjustments from Fair Value to
Contract Value for Interest in
Common Collective Trust Funds           537,558          75,862
                                   ------------    ------------
Net Assets Available for           $317,208,973    $478,431,475
Plan Benefits                      ============    ============

                   Owens Corning Savings Plan
               Statement of Changes in Net Assets
                   Available for Plan Benefits

                                   Year Ended     Year Ended
ASSETS                              12/31/2008     12/31/2007
                                   ------------   -------------
Additions to Net Assets
in Plan Benefits:
Investment income(loss):
  Dividend and interest             $16,995,194     $34,724,534
  Interest on loans to participants     564,582         590,717
  Net (depreciation) appreciation
   in fair value investments       (158,416,037)      7,899,901
                                   ------------   -------------
                                   (140,856,261)     43,215,152

Contributions:
  Participants                       21,549,027      29,172,243
  Owens Corning                      10,623,952      13,486,849
                                   ------------   -------------
    Total contributions              32,172,979      42,659,092

Transfers in                         1,371,105       1,317,125
                                   ------------   -------------
    Total additions - Net          (107,312,177)     87,191,369

Deductions from Net Assets
Available for Plan Benefits:
Distributions to participants      (53,200,144)   (101,916,965)
Transfers out                         (616,051)     (1,273,405)
Administrative expenses                (94,130)       (147,671)
                                   ------------   -------------
  Total deductions                  (53,910,325)   (103,338,041)

Net Decrease                       (161,222,502)    (16,146,672)

Net Assets Available
for Plan Benefits:

Beginning of the year              478,431,475     494,578,147
                                   ------------    ------------
End of year                       $317,208,973    $478,431,475
                                   ============    ============

A full-text copy of Owens Corning's 11-K Report is available at
the SEC at http://ResearchArchives.com/t/s?404e

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


PATRICK INDUSTRIES: Sale of Alum. Extrusion Operation Completed
---------------------------------------------------------------
Patrick Industries, Inc., on July 27, 2009, said it has completed
the sale of certain assets of its aluminum extrusion operation
located in Mishawaka, Indiana to Patrick Aluminum, Inc., a member
of the UMC family of companies.  Net proceeds from the sale were
$7.4 million and are subject to final transaction costs and
certain closing adjustments.

The aluminum extrusion operation produces and paints semi-
fabricated and fabricated aluminum extrusions for structural and
non-structural applications and comprised Patrick's Engineered
Solutions business segment.  This business segment was classified
as a discontinued operation in the fourth quarter of 2008.

Approximately $4.4 million of the net proceeds were used to pay
down principal on the Company's term loan and pay off its Economic
Development Revenue Bonds related to this facility, and the
remaining funds were used to reduce borrowings on the Company's
revolving line of credit.

Todd Cleveland, Patrick Industries President and CEO, said, "This
divestiture reflects our continued commitment to reduce our
leverage position to an acceptable level during these difficult
economic times, to the benefit of both our lenders and our
shareholders.  We continue to execute and deliver on our strategy
to align our current operations with businesses within our core
competencies, reduce overall fixed costs, and position the Company
to be able to take advantage of any upticks in our end markets."

The aluminum extrusion operation will continue to operate under
the name "Patrick Metals".  Mr. Cleveland has said, "While no
longer a member of the Patrick family, we wish the team at Patrick
Metals, as well as the UMC Companies, continued success and
prosperity with this operation, which has represented Patrick
Industries with class throughout its entire tenure as a division
of the Company."

At March 1, 2009, Patrick was in violation of the Consolidated
EBITDA financial covenant under the terms of its credit agreement.
On April 14, the Company entered into a Third Amendment to the
Company's Credit Agreement dated May 18, 2007, which, among other
things, provide that:

     (a) The lenders waived any actual or potential Event of
         Default resulting from the Company's failure to comply
         with the one-month and two-month Consolidated EBITDA
         covenants for the fiscal months ended March 1, 2009, and
         March 29, 2009.

     (b) The financial covenants were modified to establish new
         one-month and two-month minimum Consolidated EBITDA
         requirements that will be effective beginning with the
         fiscal months ended June 28, 2009, and July 26, 2009,
         respectively.  Until that date, there is no applicable
         minimum Consolidated EBITDA requirement.

                     About Patrick Industries

Patrick Industries, Inc. -- http://www.patrickind.com/-- is a
major manufacturer of component products and distributor of
building products serving the manufactured housing, recreational
vehicle, kitchen cabinet, home and office furniture, fixture and
commercial furnishings, marine, and other industrial markets and
operates coast-to-coast through locations in 13 states.  Patrick's
major manufactured products include decorative vinyl and paper
panels, wrapped moldings, cabinet doors and components, slotwall
and slotwall components, and countertops.  The Company also
distributes drywall and drywall finishing products, interior
passage doors, flooring and roofing products, vinyl and cement
siding, ceramic tile, and other miscellaneous products.


PATRICK INDUSTRIES: Files Prospectus to Register 483,742 Shares
---------------------------------------------------------------
Patrick Industries Inc. filed with the Securities and Exchange
Commission a prospectus on Form 424B4 relating to resales from
time to time of 483,742 shares of Patrick Industries common stock
issuable upon the exercise of warrants that have been issued to
selling shareholders in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended.  The
shares of common stock are being registered pursuant to a
registration rights agreement with the selling shareholders.

The prices at which the selling shareholders may sell the shares
will be determined by prevailing market prices or through
privately negotiated transactions.  Patrick will not receive any
proceeds from the sale of any of the shares.  Patrick agreed to
bear the expenses of registering the shares covered by the
prospectus and any prospectus supplements under federal and state
securities laws.

The shares are being registered to permit the selling shareholders
to sell the shares from time to time in the public market.  The
selling shareholders may sell the shares through ordinary
brokerage transactions or through any other means.  The selling
shareholders may sell any, all or none of the shares offered by
the prospectus.

Patrick's common stock is listed on The Nasdaq Global Market under
the symbol "PATK."  On June 22, 2009, the last reported sale price
of the common stock on Nasdaq was $0.74 per share.

A full-text copy of Patrick's prospectus is available at no charge
at http://ResearchArchives.com/t/s?40b5

At March 1, 2009, Patrick was in violation of the Consolidated
EBITDA financial covenant under the terms of its credit agreement.
On April 14, the Company entered into a Third Amendment to the
Company's Credit Agreement dated May 18, 2007, which, among other
things, provide that:

     (a) The lenders waived any actual or potential Event of
         Default resulting from the Company's failure to comply
         with the one-month and two-month Consolidated EBITDA
         covenants for the fiscal months ended March 1, 2009, and
         March 29, 2009.

     (b) The financial covenants were modified to establish new
         one-month and two-month minimum Consolidated EBITDA
         requirements that will be effective beginning with the
         fiscal months ended June 28, 2009, and July 26, 2009,
         respectively.  Until that date, there is no applicable
         minimum Consolidated EBITDA requirement.

                     About Patrick Industries

Patrick Industries, Inc. -- http://www.patrickind.com/-- is a
major manufacturer of component products and distributor of
building products serving the manufactured housing, recreational
vehicle, kitchen cabinet, home and office furniture, fixture and
commercial furnishings, marine, and other industrial markets and
operates coast-to-coast through locations in 13 states.  Patrick's
major manufactured products include decorative vinyl and paper
panels, wrapped moldings, cabinet doors and components, slotwall
and slotwall components, and countertops.  The Company also
distributes drywall and drywall finishing products, interior
passage doors, flooring and roofing products, vinyl and cement
siding, ceramic tile, and other miscellaneous products.


PILGRIM'S PRIDE: Earns $53.2 Million in Quarter ended June 27
-------------------------------------------------------------
Pilgrim's Pride Corporation reported a net income of $53,239,000
for three months ended June 27, 2009, compared with a net income
of $52,781,000 for the same period in 2008.

For nine months ended June 27, 2009, the Company posted a net loss
of $234,306,000 compared to a net loss of $196,558,000 for the
same period in 2008.

At June 27, 2009, balance sheet showed total assets of
$3,031,230,000, total liabilities of $2,913,943,000 and
stockholders' equity of $117,287,000.

At July 30, 2009, total funds available for borrowing under the
DIP Credit Agreement were $363,000,000 and there were no
outstanding borrowings under the DIP Credit Agreement.  On
July 15, 2009, the Company entered into the Amendment, which is
subject to the approval of the Bankruptcy Court.  In connection
with the amendment, the Company agreed to reduce the total
available commitments under the DIP Credit Agreement from
$450 million to $350 million.

At June 27, 2009, the Company had $216,800,000 outstanding under
its revolving credit facility expiring in 2013 and $1,126,400,000
outstanding under its revolver/term credit agreement expiring in
2016.  At that time, the Company was party to outstanding standby
letters of credit totaling $68,300,000.  The filing of the
Chapter 11 petitions constituted an event of default under, among
other of its debt obligations, the revolving credit facility
expiring in 2013 and the revolver/term credit agreement expiring
in 2016.  Outstanding obligations under these facilities became
automatically and immediately due and payable, subject to an
automatic stay of any action to collect, assert, or recover a
claim against the Company and the application of applicable
bankruptcy law.  Funds are no longer available for borrowing under
these two facilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?40c1

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

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.


POST OAK 0321 LP: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Post Oak 0321 LP
        3326 Ave. I
        Rosenberg, TX 77471

Bankruptcy Case No.: 09-35608

Chapter 11 Petition Date: August 3, 2009

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

Debtor's Counsel: Jack Nicholas Fuerst, Esq.
                  Attorney at Law
                  PO Box 79263
                  Houston, TX 77279
                  Tel: (713) 299-8221
                  Fax: (713) 789-2606
                  Email: jfuerst@sbcglobal.net

Total Assets: $1,409,100

Total Debts: $654,286

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

             http://bankrupt.com/misc/txsb09-35608.pdf

The petition was signed by Allauddin Charania, managing partner of
the Company.


POWERMATE CORP: Plan Filing Period Extended to September 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Powermate Corp. and its affiliates' 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 fourth extension of the Debtors' exclusivity periods.
In their motion, the Debtors told the Court that their efforts
throughout the Chapter 11 cases have been focused upon the
successful wind-down of their estates and thus had 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.

                      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.


PREFERRED VOICE: June 30 Balance Sheet Upside-Down by $716,990
--------------------------------------------------------------
Preferred Voice, Inc.'s balance sheet at June 30, 2009, showed
total assets of 1,323,018 and total liabilities of $2,040,008,
resulting in a stockholders' deficit of $716,990.

For three months ended June 30, 2009, the Company reported a net
income of $172,620 compared with a net income of $9,825 for the
same period in 2008.

The Company's cash and cash equivalents at June 30, 2009, were
$405,221, a decrease of $60,966 from $466,187 at March 31, 2009.
The company have relied primarily on the issuance of stock,
convertible debentures and warrants to fund its operations since
January of 1997 when it sold its long-distance resale operation.

Due to uncertainties regarding a number of new customer contracts
that are in the Company's sales pipeline, it is difficult for
management to project the Company's revenue performance, operating
profits or loss, or cash requirements beyond the next 12 months.
Even though the Company has been able to secure additional
financing to provide current working capital, there is no
assurance that the Company will be able to generate the required
revenues to sustain its current working capital requirements or to
raise additional debt or equity capital that may be required to
meet its objectives in the future.

The Company added that if additional debt or equity capital is not
readily available, the Company will be forced to further scale
back its operations, including its efforts to complete new sales.
The Company's short term needs for capital may force it to
consider and potentially pursue other strategic options sooner
than it might otherwise have desired.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?40c0

Headquartered in Dallas, Preferred Voice Inc. (OTC BB: PRFV.OB) --
http://www.preferredvoice.com/-- provides a host of integrated
voice-driven products and services.  The Company's Global
Application Platform lets telecommunications providers offer
enhanced services such as ring tones and games, voice-activated
dialing, and conferencing.  The product also includes a subscriber
Web interface and supports billing and provisioning functions.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 24, 2009,
Philip Vogel & Co. PC, in its June 12, 2009, audit report, raised
substantial doubt about the ability of Preferred Voice, Inc., to
continue as a going concern, citing the Company's recurring losses
from operations.


QUIKSILVER INC: S&P Retains Developing Watch on 'B-' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Quiksilver Inc., including the 'B-' corporate credit rating,
remain on CreditWatch with developing implications where they were
originally placed on March 17, 2009, following the company's
initial announcement of an extension on the maturity of its
EUR55 million line of credit agreement.  Quiksilver had also
indicated that it intended to conclude a strategic or refinancing
transaction in the period covered by the extension.

Quiksilver recently announced that it had reached agreements for
EUR268 million in aggregate of four-year credit facilities, which
are expected to close by the end of September 2009.  The new
facility is expected to replace the EUR55 million line of credit
agreement that was due on July 31, 2009, and the company's other
uncommitted European facilities.  In addition, the company closed
on the previously announced transactions of a $150 million five-
year secured term loan and a new three-year $200 million asset-
based revolver.

Standard & Poor's will resolve the CreditWatch listing following
the expected closing of the European credit facilities.  Its
resolution of the CreditWatch listing will focus on Quiksilver's
ability to meet its near-term debt obligations, maintain adequate
liquidity, and improve its operating business trends and financial
metrics.  If the company can complete the refinancing and secure
adequate liquidity, while restoring stability to its operating
performance then S&P may review the ratings for an upgrade.
However, if Quiksilver is unable to successfully complete its
refinancing and ensure adequate liquidity, ratings could be
lowered.


QW CATTLE CO: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: QW Cattle Co.
        5376 FM 545
        Melissa, TX 75454

Bankruptcy Case No.: 09-42490

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Lazbuddie Feeders, Ltd.                            09-42491
Alternative Feeds, Ltd.                            09-42492
Stoney Point AgriCorp., Inc.                       09-42494

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Larry A. Levick, Esq.
                  Singer & Levick, P.C.
                  16200 Addison Rd., Suite 140
                  Addison, TX 75001
                  Tel: (972) 380-5533
                  Fax: (972) 380-5748
                  Email: levick@singerlevick.com

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

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

A list of the Company's 9 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/txeb09-42490.pdf

The petition was signed by Dr. Mark E. Quinn, general partner of
the Company.


RH DONNELLEY: Posts $75MM Net Loss in Second Quarter 2009
---------------------------------------------------------
R.H. Donnelley Corp. reported second quarter 2009 net revenue of
$566 million, representing a 15 percent decline from second
quarter 2008.  Adjusted EBITDA(1) in the quarter was
$293 million, down 20 percent from second quarter 2008.  Adjusted
free cash flow in the quarter was $164 million -- based on cash
flow from operations of $121 million, capital expenditures of
$6 million and $49 million related to reorganizational,
restructuring and restricted stock unit payments -- up from
$159 million in second quarter 2008, primarily due to the
termination of bond interest payments while in bankruptcy.  Second
quarter advertising sales were $523 million, down 23 percent from
advertising sales in the second quarter 2008.  Net loss was
$75 million in the quarter compared to a net loss of $339 million
in second quarter 2008.

"While the local ad sales environment remained very challenging,
we made significant headway on several business priorities in the
quarter," said David C. Swanson, Chairman and CEO of R.H.
Donnelley.  "We successfully negotiated a new, three-year union
contract that covers approximately 420 employees and made great
progress on our restructuring plans.  We still expect to emerge
from Chapter 11 in early 2010 as a stronger company with a more
sustainable capital structure.  We also continued to prudently
manage the business and reduce costs while also investing in
programs that drive additional value to advertisers."

Important information regarding operating results and related
reconciliations of non-GAAP financial measures to the most
comparable GAAP measures can be found in the schedules and related
footnotes of this press release, which should be thoroughly
reviewed.  In addition, the forthcoming quarterly reports on Form
10-Q for the period ended June 30, 2009, for R.H. Donnelley and
its subsidiaries that are SEC registrants should be carefully
examined as they will contain important information, including the
financial impact of filing voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.  Advertising sales
is a statistical measure and consists of sales of advertising in
print directories distributed during the period and Internet-based
products and services with respect to which such advertising first
appeared publicly during the period.  It is important to
distinguish advertising sales from net revenue, which is
recognized under the deferral and amortization method.

R.H. Donnelley's integrated Dex(R) product solutions extend the
marketing reach of local businesses.  Through its unique Dex(R)
Advantage, customers' business information is leveraged and
marketed through a single profile, and efficiently distributed via
a variety of local search products.  Dex ensures advertisers'
business content and messages are found wherever, whenever and
however consumers choose to search.  The Dex Advantage spans
multiple media platforms for local advertisers including print
with the Dex(R) directories; online and mobile devices with
DexKnows.com; voice-activated directory search at 1-800-Call-Dex;
and leading search engines and other online sites via Dex Net.

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.  The Garden City
Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RK MAULSBY: Files for Ch 11 Bankr., Staves Off Theatre Foreclosure
------------------------------------------------------------------
Sandra Baker at Star-Telegram.com reports that The R.K. Maulsby
Family Trust has filed for Chapter 11 bankruptcy protection,
staving off an August 3 foreclosure of its Ridglea Theater.

Start-Telegram.com states that in July 2009, FixFunding posted
Ridglea Theater for foreclosure because the trust was in arrears
on a $1.1 million loan from July 2008.  According to the report,
the theater was to be auctioned on the steps of the Tarrant County
Courthouse.  R.K. Maulsby, says the report, has faced foreclosure
four times in the past two years on Ridglea Theater.

According to Star-Telegram.com, R.K. Maulsby listed $1 million to
$10 million in debts.  Court documents say that The Fort Worth
school district claimed that R.K. Maulsby owes the it $31,416.

The R.K. Maulsby Family Trust has owned Ridglea Theater for 18
years.  For 10 years, the trust has made the theater available for
rent for rock concerts and other special events.


RLC INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Roseburg, Oregon-based wood products manufacturer RLC
Industries Co. to 'B' from 'B+'.   The rating remains on
CreditWatch, where it was placed with negative implications on
March 19, 2009.

"The downgrade reflects its assessment that the weakness in
operating performance, due to the rapid and severe decline in
commercial construction and continued weak residential
construction, will be greater than expected, resulting in a
deterioration of credit measures to levels S&P no longer consider
consistent with the previous rating," said Standard & Poor's
credit analyst Andy Sookram.

The downgrade also reflects its assessment that the cushion
relative to the financial covenants under RLC's recently amended
and restated credit agreement will remain thin, after including
gains on sale of timberlands in the covenant calculations as
allowed under the credit agreement.

In resolving the CreditWatch listing, Standard & Poor's will meet
with management and assess its near-to-intermediate term operating
prospects and the related impact on credit measures, cash flow
generation, and the company's liquidity profile, particularly
relative to its bank facility debt covenants.


ROBERT LESTER WARD: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Robert Lester Ward
               Sara Lee Ward
               611 Candice Court
               Berthoud, CO 80513

Bankruptcy Case No.: 09-25815

Chapter 11 Petition Date: August 3, 2009

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

Judge: Howard R. Tallman

Debtors' Counsel: Nick Wimmershoff, Esq.
                  4747 Franklin Dr.
                  Boulder, CO 80301
                  Tel: (303) 776-5900
                  Email: wimbank1@aol.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 4 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/cob09-25815.pdf

The petition was signed by the Joint Debtors.


ROWE PROPERTIES: Case Summary 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rowe Properties & Investments Company, LLC
        2000 Kazmeier Plaza #26
        Bryan, TX 77801

Bankruptcy Case No.: 09-35659

Chapter 11 Petition Date: August 3, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Dr
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745
                  Email: rogena@rjabankruptcy.com

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

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

A list of the Company's 15 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/txsb09-35659.pdf

The petition was signed by Vernon J. Rowe, managing member of the
Company.


S & B VENTURES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: S & B Ventures, LLC
        560 Oak Circle
        Spring Branch, TX 78070

Bankruptcy Case No.: 09-52957

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Chief Bkptcy Judge Ronald B. King

Debtor's Counsel: Steven G. Cennamo, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 979-9299
                  Fax: (210) 342-3633
                  Email: scenn@sbcglobal.net

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

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

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

The petition was signed by Bradley Kevin Holt, manager of the
Company.


S.C.C. HOMES LTD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: S.C.C. Homes, Ltd.
           aka Sterling Classic Homes
        5751 Kroger Drive, Suite 293
        Keller, TX 76248

Case No.: 09-44806

Type of Business: The Debtor is a homebuilder.

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Debtor's Counsel: Robert A. Simon, Esq.
            Barlow Garsek & Simon, LLP
            3815 Lisbon Street
            Fort Worth, TX 76107
            Tel: (817) 731-4500
            Fax: (817) 731-6200
            Email: rsimon@bgsfirm.com

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

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

The petition was signed by Scott T. Schambacher, the company's
authorized agent.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Peden Road                     Money Loaned           $214,680

Scott Schambacher              Wages                  $175,000

Frisco Lumber                  Trade Debt             $139,724

Metroplex Concrete             Trade Debt             $77,499

Guy James Ranch II             Money Loaned           $68,836

North Texas Surfaces           Trade Debt             $61,208

Texas Appliance                Trade Debt             $57,026

Sterling Office Center LP      Rent in Arrears        $45,600

Platinum Drywall Services LP   Trade Debt             $43,730

Alliance Materials, Inc.       Trade Debt             $43,234

Absolute Stone                 Trade Debt             $41,583
Fabricators Inc

Gateway Concrete               Trade Debt             $39,304

Dallas Morning News            Trade Debt             $35,000
James & Dunagan, PC

Reliant Heating                Trade Debt             $32,883

Sunburst Creations, Inc.       Trade Debt             $32,244

Konica Minolta                 Trade Debt             $30,412
Business Solutions

Cabinets by Michael, Inc.      Trade Debt             $27,333

TDS Irrigation                 Trade Debt             $23,457

Tim Long Plumbing Inc          Trade Debt             $23,099

H-R Windows                    Trade Debt             $19,231


SALTON LAND: Files Revised Plan and Disclosure Statement
--------------------------------------------------------
Salton Land Development, LLC, has filed a revised Chapter 11 plan
of reorganization dated July 31, 2009, and disclosure statement
describing the Plan.

The Plan contemplates the sale, lease and/or refinancing of the
Debtor's 7,391-acre vacant land in the Salton Sea area of
Riverside and Imperial Counties, California.  If necessary, the
Debtor's members also will loan or contribute funds necessary to
meet payments under the Plan.  The Property was appraised by
Dozier Appraisal Company at $129,928,000 on January 24, 2008.

The Debtor discloses that studies have shown that portions of the
Property are ideally suited for solar farm development due to its
desert location and proximity to infrastructure and power lines.
The Debtor plans to develop certain portions of the Property as a
large scale solar energy farm project while the remaining parcels
will either be sold, leased or developed as residential
properties, commercial properties and potentially other renewable
energy developments.

The Debtor discloses that Bruce Allen, its consultant, has been in
contact with numerous potential buyers, lessees, and developers,
many of whom have expressed serious interest in the Debtor's
property.  The Debtor intends to enter into agreements with
qualified solar energy system developers that will finance,
design, install, own, operate and maintain the solar systems
either as stand alone entities or in partnership with it.  The
power generated will be sold both under a long-term power purchase
agreement and on the spot market.

                      Summary of Plan Terms

Pursuant to the Plan, the secured claim of Peter Solomon in the
allowed amount of $12,325,154, assigned to The Auen Foundation,
and the secured claim of Integrity Capital, Inc. in the allowed
amount of $4,928,996, will each be paid from the refinancing or
sale of the Debtor's real estate assets, no later than 6 months
from the Plan's effective date.  The claims of Peter Solomon and
Integrity Capital are both secured by first liens on the Debtors'
7,391-acre property.

Non-insider general unsecured claims, of unknown amount, will
receive payment upon the sale or refinance or the Debtor's real
estate assets after payment of administrative expenses, secured
creditors and priority tax claims

Insider general unsecured claims, in the amount of $15,708,943,
will be paid after all other claims are paid in full.

Interests of the Debtor's members will be unaffected under the
Plan.

The two secured claims, and both insider and non-insider general
unsecured claims are impaired and holders thereof are entitled to
vote to accept or reject the Plan.  Priority unsecured claims and
interests of the Debtor's members are unimpaired and their votes
will not be solicited.

A full-text copy of the Debtor's explanatory disclosure statement
is available for free at:

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

Palm Desert, Calif.-based Salton Land Development, LLC, is a real
estate developer.   The Company owns approximately 7,931.31 acres
of vacant land in the Salton Sea area of Riverside and Imperial
Counties, California.  The Company filed for Chapter 11 relief on
November 19, 2008 (Bankr. C.D. Calif. Case No. 08-26528).  Daniel
J. McCarthy, Esq., at Hill Farrer & Burrill LLP, in Los Angeles,
California, serves as counsel.  In its petition, the Debtor listed
between $100 million and $500 million in assets, and between
$10 million and $50 million in debts.


SECURED DIVERSIFIED: June 30 Balance Sheet Upside-Down by $973,390
------------------------------------------------------------------
Secured Diversified Investment Ltd.'s balance sheet at June 30,
2009, showed total assets of $1,606,786 and total liabilities of
$2,580,176, resulting in a stockholders' deficit of $973,390.

For the three months ended June 30, 2009, the Company posted a net
loss of $154,927 compared with a net loss of $398,247 for the same
period in the previous year.

For the six months ended June 30, 2009, the Company posted a net
loss of $222,642 compared with a net loss of $623,640 for the same
period in 2008.

As of June 30, 2009, the Company had total current assets of
$878,260 and total current liabilities of $1,397,384.

Cash flows from investing activities for the six months ended
June 30, 2009, were $21,827, consisting of payments received on a
note receivable.  Cash generated by financing activities during
the six months ended June 30, 2009, were $259,739 consisting of
proceeds from issuance of common stock and from convertible notes
payable.

On February 10, 2009, SDI entered into a share exchange agreement
with Galaxy Gaming, Inc.  In connection with the closing of the
share exchange agreement, SDI obtained 100% of the issued and
outstanding shares of Galaxy Gaming, Inc., and Galaxy Gaming, Inc.
became a subsidiary.  Also pursuant to the terms of SDI's
Bankruptcy  Plan, all of SDI's outstanding debt obligations  have
been discharged in exchange for its issuance of new common stock
on a pro rata basis to its creditors.

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

                        Going Concern Doubt

On February 12, 2009, Maddox Ungar Silberstein, PLLC, in Bingham
Farms, Michigan raised substantial doubt about Secured Diversified
Investment's ability to continue as a going concern after auditing
the Company's financial results for the years ended December 31,
2008, and 2007.  The auditor noted that the Company has negative
working capital, has incurred operating losses since inception,
and its operating activities to date have required financing from
outside institutions and related parties.

The Company's management continues to seek funding to pursue its
business plans.

            About Secured Diversified Investment, Ltd.

Secured Diversified Investment, Ltd., through its wholly owned
subsidiary, Galaxy Gaming, Inc., is engaged in the business of
developing table games and other gaming products and licensing
those games and products to casinos in the United States and
internationally.

Cane Clark LLP filed an involuntary Chapter 11 for Phoenix,
Arizona-based Secured Diversified Investment Ltd. aka Book
Corporation of America on June 16, 2008 (Bankr. D. Nev. Case
Number 08-16332.)


SEMGROUP LP: SemFuel Reaches Deal With West Shore
-------------------------------------------------
Debtor SemFuel, L.P., and West Shore Pipe Line Co. are parties to
certain agreements, whereby West Shore transported certain
refined product owned by SemFuel through West Shore's pipeline
system.  As of the Petition Date, West Shore owes SemFuel
$252,147 for prepetition settlement payments arising under the
Agreements.  In turn, SemFuel owes West Shore $41,876 for
prepetition fees and charges arising under the Agreements.

Subsequently, the parties entered into a stipulation to reconcile
the prepetition amounts due and owing under the Agreements.  The
Stipulation provides for a netting of the Westshore Prepetition
Debt and the SemFuel Prepetition Debt, which results in West
Shore owing SemFuel $210,271.  Moreover, West Shore will remit
the $210,271 to SemFuel immediately after entry of Court's
approval of the stipulation.

The Debtors assert that the Stipulation will resolve all of the
prepetition claims and disputes between SemFuel and West Shore
without the delay and unnecessary expenses of litigation.

Accordingly, the Debtors ask the Court to approve the
Stipulation.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Terrence Ronan's Fees Not to Exceed $160,000
---------------------------------------------------------
SemGroup L.P.'s counsel, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, relates that at a
June 2, 2009, hearing, the Court granted certain of the Debtors'
request to pay Terrence Ronan's legal fees subject to an agreed
form of order among the parties.  Accordingly, the Debtors filed
with the Court an agreed proposed order.

Under the agreed proposed order, the Debtors seek authority to
pay the legal costs of Mr. Ronan's counsel in connection with the
adversary proceeding commenced by the Debtors against a group led
by John Catsimatidis, provided that the Legal Costs will not
exceed $160,000 in fees and $15,000 in expenses absent either (i)
further Court order or (ii) an agreement between the Debtors, the
United States Trustee for Region 3, the Official Committee of
Unsecured Creditors, the Official Producers' Committee, and the
Bank of New York, as agent for the Debtors' prepetition and
postpetition lenders.

Subsequently, Judge Shannon signed the agreed proposed order.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Wants to Auction Off Semmaterials Assets
-----------------------------------------------------
SemMaterials, L.P., its parent SemGroup, L.P., and their debtor
affiliates ask the Court to approve sales or transfer of
SemMaterials' assets, free and clear of liens, separately to
Seaco, Inc., and 71 Construction, subject to higher and better
offers.

Pursuant to a binding offer, Seaco will purchase for $475,000
these assets relating to SemMaterials' facility in Conley
Georgia:

* a 1.6 acre real property located at 1577 Koppers Road,
   Conley, Georgia;

* physical assets located at the Conley Facility, including
   tanks, buildings and scale; and

* all other land and assets located at the Conley Facility.

71 Construction will purchase for $330,071 these assets relating
to SemMaterials' facility in Evansville, Wyoming:

* physical assets located at 4700 Yellowstone Highway,
   Evansville, Wyoming consisting of seven asphalt tanks, 14
   emulsion tanks, 15 chemical tanks, one office trailer, one
   scale, and one shop/lab building; and

* a 2.75-acre real property at the Casper Facility.

The Debtors point out that considering the nature and size of the
Assets, conducting a public auction for the Assets is cost-
prohibitive and would unduly diminish the proceeds from the
proposed sales.

Debtor K.C. Asphalt, L.L.C., doing business as SemMaterials
Performance Asphalt Company, a subsidiary of SemMaterials, and
SemMaterials, separately ask the Court to authorize the sale of
certain assets to Suncor Energy (U.S.A.) Inc., free and clear of
liens and subject to higher and better offers

K.C. Asphalt and Fruita Development LLC entered into a tank
lease, whereby K.C. Asphalt leases certain asphalt storage tanks
for use in the Debtors' business.  The annual base rent under the
Lease is $108,500 and based on the Debtors' books and records,
$310,000 is due under the Lease.  Under the Lease, K.C. Asphalt
undertook installation of certain insulation, piping, heating
coils, mixers, and loading racks and other improvements of the
tanks and to the facility where the tanks were located.  K.C.
Asphalt has expended $1.4 million for the Capital Improvements.
Moreover, K.C. Asphalt maintains 6,300 tons of asphalt product,
valued at $1.7 million, in the tanks.

Moreover, K.C. Asphalt and the Department of Public Health and
Environment of the State of Colorado entered into a settlement
letter dated January 18, 2009, releasing the Colorado Department
from certain liability in connection with preexisting
contamination relating to the tanks.  SemMaterials and the
Colorado Department are also parties to a settlement letter dated
May 2, 2008, whereby SemMaterials is released from certain
liability in connection with preexisting contamination of the
tanks.

Pursuant to a Bill of Sale and Assumption and Assignment
Agreement between K.C. Asphalt and Suncor, K.C. Asphalt will
assume and assign the Lease and Settlements to Suncor.  In
addition, Suncor has agreed to purchase all of the Capital
Improvements for $331,024 and Inventory at the Facility for
$1,708,976.  Moreover, Suncor has agreed to pay $310,000 as cure
amount due under the Lease.

SemMaterials is winding down its business and disposing of any
residual assets that have not been sold.  In connection with the
proposed sale to Suncor, K.C. Asphalt will be dissolved.
Moreover, SemMaterials and K.C. Asphalt note that they no longer
have a need for the Lease and the future benefits under the
Settlements.

Moreover, parties wishing to submit a higher or better offer for
the Assets must do so prior to August 6, 2009.  Objections to the
cure amounts must be served within the time period pursuant to
the U.S. Bankruptcy Court for the District of Delaware Local Rule
9006-1.

Judge Shannon will hear the Motions to Transfer on August 13,
2009.  Objections are due August 10.

                        About SemGroup L.P.

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)


SFB HAMILTON CROSSINGS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: SFB Hamilton Crossings, LLC
        7024 North Longlook Drive
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 09-80193

Chapter 11 Petition Date: August 3, 2009

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

Debtor's Counsel: Herbert C. Broadfoot II, Esq.
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  Email: broadfoot@rbspg.com

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

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

The Debtor identified CD5 Hamilton Mill Rd Ltd Part with a claim
for $9,920,000 as its largest unsecured creditor.  A full-text
copy of the Debtor's petition, including a list of its largest
unsecured creditor, is available for free at:

            http://bankrupt.com/misc/ganb09-80193.pdf

The petition was signed by Stefan F. Boros, member of the Company.


SIM FRYSON MOTOR: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sim Fryson Motor Company, Inc.
        2565 Winchester Avenue
        Ashland, KY 41101

Bankruptcy Case No.: 09-10464

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Ashland)

Debtor's Counsel: James H. Moore III, Esq.
                  P.O. Box 1862
                  Ashland, KY 41105-1862
                  Tel: (606) 329-1974
                  Email: jmoore@campbellwoods.com

Total Assets: $2,258,687

Total Debts: $18,262,671

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


SIX FLAGS: Has $121.6 Million Net Loss for Q2; Revenues Down 13%
----------------------------------------------------------------
Six Flags, Inc., announced its consolidated operating results for
the second quarter and six months ended June 30, 2009.

                      Three Month Results

Total revenues of $302.1 million decreased 13% from the prior-year
quarter's total of $345.7 million, primarily reflecting reduced
attendance and guest spending.  Attendance for the quarter was
8.0 million, down 8% from 8.6 million in the second quarter of
2008.  The attendance reduction was driven by a decline in group
sales, reflecting cutbacks in outings by companies, schools and
other organizations, as well as reduced complimentary and free
promotional tickets.  Mitigating the attendance loss for the
quarter was the timing of Easter, which fell in April of this year
and in March of last year.

Guest spending per capita of $36.70 for the quarter was down 4%
from the prior-year quarter's per capita guest spending of $38.34,
reflecting decreases in admissions, food and beverages, games and
merchandise.  Included in the reduced guest spending is the impact
of a weaker Mexican peso and Canadian dollar in the current-year
quarter, affecting U.S. dollar translated results for the parks in
Mexico City and Montreal.  Exchange rates accounted for
approximately one percentage point, or $0.54, of the guest
spending per capita decline for the quarter compared to
the prior year quarter.

The second quarter was impacted by the overall negative
macroeconomic environment as well as the outbreak of the H1N1
"Swine" flu in Mexico, which resulted in the Mexico City park
being closed for thirteen days and also affected group outings at
the Texas parks due to school closures.  Adverse weather compared
to the prior-year quarter had an additional adverse effect on the
second quarter results.

Revenues for the quarter also were affected by a decline in
sponsorship, licensing and other fees of $4.7 million compared to
the prior-year quarter, driven by lower international licensing
and other fees, partially offset by increased sponsorship
revenue.

Commenting on the Company's performance, Mark Shapiro, President
and Chief Executive Officer of Six Flags, Inc., said: "Our decline
in performance is a reflection of all that surrounds Six Flags --
a severe recession, a balance sheet restructuring process, the
swine flu pandemic, adverse foreign currency impact at our
international parks and miserable weather, particularly at our
east coast parks.  The trends of our July business have improved,
but nowhere near enough to put us back on pace to match last
year's full-season record setting performance."

Cash operating expenses for the quarter were down 4% to
$230.5 million from $239.7 million in the second quarter of 2008,
reflecting decreased marketing expenses, due in part to the
timing of expenditures, lower cost of sales due to decreased in-
park revenues, and favorable currency impacts at the Mexico City
and Montreal parks.  Labor and benefits costs for the quarter
were slightly higher due to the impact of minimum wage increases
and an increased amount of cash-based compensation and benefits
expenses that were stock-based, and therefore non-cash expenses,
in the prior-year quarter.

Non-cash operating expenses of depreciation, amortization,
stock-based compensation and loss on disposal of assets increased
$2.7 million, or 7%, in the current-year quarter to
$39.4 million, compared with $36.8 million in 2008, driven by
increased depreciation and loss on disposal of assets, partially
offset by reduced stock-based compensation and benefits expenses.

The Company's results from continuing operations decreased to a
loss of $97.7 million compared with income of $127.6 million
in the prior-year quarter.  The decrease of $225.3 million
reflected a prior-year gain on debt extinguishment of
$107.7 million, $78.7 million of reorganization items associated
with the current-year quarter's chapter 11 filing of Six Flags,
Inc., and certain of its subsidiaries, $37.1 million reduction in
income (loss) from operations due primarily to reduced revenues
partially offset by lower expenses, increased other expense of
$16.7 million primarily reflecting the termination of an interest
rate swap, and $11.7 million of reduced net interest expense
reflecting lower effective rates and the write-off of discounts,
premiums and deferred financing costs and cessation of interest
accruals on the Company's debt subject to compromise as a result
of the Chapter 11 filing of SFI and certain subsidiaries on
June 13, 2009.  See Recent Developments below.

The prior-year gain on debt extinguishment resulted from the
exchange of certain senior unsecured notes of SFI for new notes
of the SFI subsidiary Six Flags Operations, Inc.  The
$78.7 million of reorganization items directly associated with the
chapter 11 cases consists of $67.6 million of discounts, premiums
and deferred financing costs associated with debt subject to
compromise and the balance represents professional fees.

Adjusted EBITDA for the quarter decreased by $31.3 million, or
36%, to $56.3 million compared to $87.6 million for the prior-
year quarter, reflecting the impact of reduced revenues partially
offset by lower cash operating expenses.

                       Six Months Results

For the six months ended June 30, 2009, total revenues decreased
$59.9 million, or 14%, to $354.0 million from $413.9 million in
the prior-year period, primarily reflecting reduced attendance and
guest spending.  Attendance for the First Half 2009 was
9.2 million, down 9% from 10.1 million in the first six months of
2008.

Reductions in group sales drove the decline in attendance along
with decreased complimentary and free promotional tickets.  Guest
spending per capita of $36.44 for the First Half 2009 was down 5%
from the prior-year period's guest spending per capita of $38.47,
reflecting decreases in admissions, food and beverages, games and
merchandise.  Included in the reduced guest spending is the impact
of a weaker Mexican peso and Canadian dollar in the current-year
period, affecting the U.S. dollar translated results for the parks
in Mexico City and Montreal.  Exchange rates accounted for
approximately two percentage points, or $0.83, of the guest
spending per capita decline for the First Half 2009 compared to
the prior-year period.

The overall negative macroeconomic environment impacted the First
Half 2009 performance.  In addition, attendance in Mexico and
Texas was adversely affected by the second quarter outbreak
of the Swine flu.  Also contributing to the First Half 2009
attendance decline was the impact of adverse weather compared to
the prior-year period.

Revenues for the six months also were impacted by a decline in
sponsorship, licensing and other fees of $6.8 million compared to
the prior-year period, driven by lower international licensing and
other fees, partially offset by increased sponsorship revenue.

Cash operating expenses for the First Half 2009 were down 4% to
$345.4 million from $361.5 million in the first six months of
2008, reflecting decreased marketing expenses due in part to the
timing of expenditures, lower cost of sales due to decreased in-
park revenues, and favorable exchange rate impacts at the Mexico
City and Montreal parks. Labor and benefits costs for the six
months were slightly higher due to the impact of minimum wage
increases, increased costs related to the pension plan that was
frozen in March 2006 and an increased amount of cash-based
compensation and benefit expenses that were stock-based, and
therefore non-cash expenses, in the prior-year period.

Non-cash operating expenses of depreciation, amortization, stock-
based compensation and loss on disposal of assets decreased
$0.7 million, or 1%, in the First Half 2009  to $78.7 million,
compared with $79.4 million in the 2008 period, driven by
decreased stock-based compensation and benefits expenses,
partially offset by increased depreciation and loss on disposal of
assets.

The Company's loss from continuing operations increased from
$23.7 million in the prior-year period to $237.5 million in the
six months ended June 30, 2009.  The increased loss of
$213.8 million was driven by the prior-year debt extinguishment
gain of $107.7 million, $78.7 million of reorganization items
associated with the current-year quarter's chapter 11 filing of
SFI and certain of its subsidiaries, $43.2 million reduction in
income (loss) from operations due primarily to reduced revenues
partially offset by lower expenses, increased other expense of
$15.1 million reflecting the termination of an interest rate
swap, and $20.9 million of reduced net interest expense
reflecting lower effective interest rates and the write-off of
discounts, premiums and deferred financing costs and cessation of
interest accruals on the Company's debt subject to compromise as
a result of the chapter 11 filing.

Adjusted EBITDA for the First Half 2009 was a loss of
$4.6 million, a decrease of $39.1 million from the Adjusted EBITDA
of $34.5 million for the first six months of 2008, reflecting the
impact of reduced revenues partially offset by lower cash
operating expenses.

                      Recent Developments

On June 13, 2009, SFI, SFO, Six Flags Theme Parks Inc., and
certain of SFTP's domestic subsidiaries 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 Delaware (Case No. 09-12019).  As a result, the
financial statements reflect the Company's status as debtor in
possession since that date.

Commenting on the Company's restructuring, Mr. Shapiro
added:  "As promised, the restructuring of the Company's finances
has not affected our in-park product whatsoever.  Our new rides
and attractions are being very well received; we are diligently
containing costs; and our guest satisfaction scores are at
historic highs in the categories of 'overall satisfaction' and
'value for the money.'

"I am extremely pleased with the guest experience we're delivering
and the attitude, passion and dedication of our employees.  You'd
never believe we were in the midst of a financial reorganization
after spending a day in one of our parks."

"Further, our commitment to providing the best in quality
entertainment for the value-conscious family, close to home, is
and will forever be the signature of Six Flags."

"Our restructuring process and the nation's economic recession
will pass and Six Flags will emerge healthy and more energized on
the other end."

As of June 30, 2009, the Company had unrestricted cash of
$128.8 million available to pay administrative claims (i.e., those
capital expenditures and expenses that have been incurred since
the filing date) as well as liabilities from before the filing
date that have been approved for payment by the Court.  Based on
the final orders by the Court with respect to the use of cash, the
Company does not currently expect it will require debtor in
possession financing during the Chapter 11 proceedings.

It is expected that the Company's existing common and preferred
stockholders as well as certain unsecured creditors will have
their claims compromised by order of the Court.  As a result of
this expected compromise, interest accruing after the filing date
will not be recognized as interest expense, except for interest on
the Company's Senior Secured Credit Facility dated May 25, 2007,
which is not expected to be compromised (although it is expected
to be replaced by the issuance of new debt and new common stock).

A full-text copy of Six Flag's financial results is available for
free at http://ResearchArchives.com/t/s?40a2

                        Six Flags, Inc.
                       Balance Sheet Data
                      As of June 30, 2009

Assets:
Cash and cash equivalents                        $128,838,000
Total Assets                                    2,957,023,000

Current portion of long-term debt                 295,488,000
Long-Term debt (excluding current portion)        858,487,000

Redeemable non-controlling interests              373,469,000
Mandatory redeemable preferred stock              313,311,000

Total stockholders' deficit                      (635,942,000)


                        Six Flags, Inc.
                    Statement of Operations
            For the Three Months Ended June 30, 2009

Revenue                                          $302,078,000

Costs and expenses                                230,511,000
Depreciation                                       35,353,000
Amortization                                          234,000
Stock-based compensation                              602,000
Loss (gain) on disposal of assets                   3,227,000
                                                 ------------
Income (loss) from operations                      32,151,000

Interest expense (net)                             35,541,000
Equity in (income) loss from operations
of partnerships                                     (460,000)
Net (gain) on debt extinguishment                           -
Other expense                                      16,275,000
Income (loss) from continuing operations
before reorganization items and income taxes     (19,205,000)
Reorganization items                               78,725,000
Income (loss) from continuing operations
before income taxes                              (97,930,000)
Income tax benefit (expense)                          234,000
Income (loss) from continuing operations          (97,696,000)

Discontinued operations                              (948,000)
                                                -------------
Net income (loss)                                 (98,644,000)

Less: Net income attributable to non-
controlling interests                            (17,536,000)
                                                -------------
Net income (loss) attributable                   ($116,180,000)
to Six Flags, Inc.                              =============

Net income (loss) applicable to
Six Flags, Inc. common stockholders             ($121,616,000)
                                                 =============

                        Six Flags, Inc.
                  Statement of Free Cash Flow
            For the Three Months Ended June 30, 2009

Net income (loss)                                  $98,644,000
Discontinued operations                                948,000
Income tax (benefit) expenses                         (234,000)
Reorganization items                                78,725,000
Other expense                                       16,275,000
Net (gain) on debt extinguishment                            -
operations of partnerships                           (460,000)
Interest expense (net)                              35,541,000
Loss (gain) on disposal of assets                    3,227,000
Amortization                                           234,000
Depreciation                                        35,353,000
Stock-based compensation                               602,000
Third party interest in EBITDA
of certain operations                             (15,245,000)
                                                  ------------
Adjusted EBITDA                                     56,322,000

Cash Paid for interest (net) and
debt issuance costs                               (15,956,000)
Capital expenditures (net)                         (29,930,000)
Cash dividends and taxes                            (1,461,000)
                                                  ------------
Free Cash Flow                                      $8,975,000
                                                  ============

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Court Grants Final Approval to Cash Collateral Use
-------------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware authorized, on a final basis
effective as of July 30, 2009, the Debtors to use the Lenders'
Cash Collateral during the period from the Petition Date through
and including the Termination Date.

The Cash Collateral will be used for general corporate purposes
and costs and expenses related to the Debtors' Chapter 11 Cases
in accordance with the terms of the Final Order and Budget.  A
full-text copy of the approved Monthly Cash Balance and 13-Week-
Budget is also available for free at:

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

The Administrative Agent's consent to the use of Cash Collateral
pursuant to the Final Order will terminate on the earliest to
occur of (x) the consummation of the plan of reorganization in
the Chapter 11 Cases or (y) five-business days following written
notice after the occurrence and continuance of any event of
default unless the Court directs to permit the Debtors' continued
use of Cash Collateral.

The Events of Default, include:

(a) Failure of the Debtors to pay the Administrative Agent or
     the Lenders and failure of the Debtors to deliver and file
     with the Court a proposed budget at least 20 days prior to
     the expiration of the then applicable budget;

(b) Dismissal of the Chapter 11 cases, conversion of the
     Chapter 11 cases to Chapter 7, or appointment of a Chapter
     11 trustee in the Chapter 11 cases;

(c) The Court's entry of an order granting relief from the
     automatic stay to the holders of security interest to
     permit foreclosure on any material assets to the Debtors;
     or entry of an order reversing the Final Cash Collateral
     Order; and

(d) Six Flags Theme Park or any of its Debtor subsidiaries
     make a dividend, loan or other transfer to Six Flags
     Operations or Six Flags Inc. in excess of an amount
     necessary for SFI, SFO, as the case may be, to pay (i) out-
     of-pocket legal fees and other administrative expenses
     incurred in the ordinary course of business, (ii) income
     tax liabilities of SFI and capital expenses of the
     Partnership Parks, including amounts necessary to pay the
     Minimum Amount, but excluding any liquidity put obligations
     arising in connection these expenses.

The Cash Collateral Order further requires that:

(a) Every Sunday, starting with the Sunday immediately
     following entry of the Final Order, the Debtors' cash
     balance for the week is at least 80% of the cash balance
     amount projected on the line item "Ending Cash Balance" of
     the Budget;

(b) commencing with the four-week period ending July 19, 2009,
     and as of each Sunday thereafter, the actual revenue based
     on the Debtors' daily operating reports for the four-week
     period is at least 75% of the DOR revenue projected for the
     period as set forth in the Budget;

(c) the consolidated revenue of the Debtors and the non-debtor
     subsidiaries and affiliates for any month, as reflected in
     the reports delivered is at least 75% of the projected
     consolidated revenue for the month set forth in the Budget;

(d) commencing with the three month period ending August 31,
     2009, and as of the end of each month thereafter, the
     trailing three month SFI EBITDA and SFO EBITDA , as the
     case may be, for the three-month period as set forth in the
     Budget; or

(e) as of the end of June and the end of each successive month
     thereafter, the consolidated cash balance for the Debtors
     and non-debtor affiliates and subsidiaries is less than the
     minimum cash balance set for the month provided that (i)
     the weekly cash balance for any week will be deemed
     increased by an amount equal to the interest payments made
     during the immediately preceding 30 days and (ii) the
     monthly consolidated cash balance for any month will be
     deemed increased by an amount equal to the interest
     payments made.

Judge Sontchi directed the Debtors to provide notice to the
Administrative Agent, with a copy to counsel for the Creditors'
Committee and the United States Trustee, of the occurrence of any
Event of Default.

Judge Sontchi further allowed the Debtors or any other parties in
interest to seek an emergency hearing within five days following
the Administrative Agent's notice of an Event of Default, to
discuss among other things, the Debtors continued use of Cash
Collateral.

Judge Sontchi further that unless the Court issues an order
authorizing the use of Cash Collateral or otherwise determining
that the automatic stay will continue in effect in respect of the
Administrative Agent and the Lenders at the hearing, the
Termination Date will occur.

A full-text copy of the Final Cash Collateral Order is available
for free at:

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

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Creditors Committee Proposes Brown as Co-Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Six Flags Inc.'s
cases seeks the Court's authority to retain Brown Rudnick LLP as
co-counsel effective nunc pro tunc to June 26, 2009.

William Kaye, in his capacity as co-chair of the Credit
Committee, tells the Court that the Creditors' Committee seeks to
employ Brown Rudnick as its co-counsel because of Brown Rudnick's
extensive experience and knowledge in Bankruptcy matters.

As its co-counsel, the Creditors' Committee expects Brown Rudnick
to:

  (a) assist and advice the Creditors' Committee in its
      discussions with the Debtors and other parties-in-interest
      regarding the overall administration of the Debtors'
      Chapter 11 cases;

  (b) represent the Creditors' Committee at hearings to be held
      before the Court and communicate with the Committee
      regarding the matters heard and the issues raised as well
      as the decisions and considerations of the Court;

  (c) assist and advise the Creditors' Committee in its
      examination and analysis of the conduct of the Debtors'
      affairs;

  (d) review and analyze pleadings, orders, schedules, and other
      documents filed with the Court by interested parties in
      these cases, advising the Creditors' Committee as to the
      necessity, propriety, and impact of these upon the
      interests of unsecured creditors in these cases; and
      consenting or objecting to pleadings or orders on behalf
      of the Creditors' Committee as appropriate;

  (e) assist the Creditors' Committee in preparing applications,
      motions, memoranda, proposed orders, and other pleadings
      as may be required in support of positions taken by the
      Creditors' Committee, including all trial preparation as
      may be necessary;

  (f) confer with the professionals retained by the Debtors and
      other parties-in-interest, as well as with other
      professionals as may be selected and employed by the
      Creditors' Committee;

  (g) coordinate the receipt and dissemination of information
      prepared by and received from the Debtors' professionals,
      as well as information as may be received from
      professionals engaged by the Creditors' Committee or other
      parties-in-interests in these cases;

  (h) participating in examinations of the Debtors and other
      witnesses as may be necessary in order to analyze and
      determine, among other things, the Debtors' assets and
      financial condition, whether the Debtors have made any
      avoidable transfers of property, or whether causes of
      action exist on behalf of the Debtors' estates;

  (i) negotiate and formulate a plan of reorganization for the
      Debtors;

  (j) and assist the Committee generally in performing other
      services as may be desirable or required for the discharge
      of the Committee's duties.

Mr. Kaye informs the Court that to avoid any duplication of
efforts, Brown Rudnick and Pachulski Stang Ziehl & Jones, LLP
have discussed each firm's responsibilities in connection with
the representation of the Creditors' Committee.  To the extent
that any conflicts arise that impair Brown Rudnick's ability to
act as counsel to the Creditors' Committee on a given matter, the
Creditors' Committee intends for Pachulski to act as special
conflicts counsel as to these matters.

Brown Rudnick will be paid according to its customary hourly
rates and reimbursed of necessary, reasonable out-or-pocket
expenses incurred in connection with their representation of the
Creditors' Committee.

Brown Rudnick's rates are:

  Professional                         Hourly rate
  ------------                         -----------
  Edward S. Weisfelner, Esq.                  $950
  Steven B. Levine, Esq.                      $840
  Andrew S. Dash, Esq.                        $785
  Other Brown Rudnick attorneys        $325 - $950
  Brown Rudnick's paraprofessionals    $100 - $295

Edward S. Weisfelner, Esq., at Brown Rudnick LLP, in New York,
assures the Court his firm is a "disinterested person" and it
does not represent any interest adverse to the Debtors' estates
with respect to matter for which Brown Rudnick is to be employed.

The Court will convene a hearing to consider this motion on
August 13, 2009, at 10:00 a.m. Prevailing Eastern Time.
Objections are due by August 6.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Creditors Committee Proposes Pachulski as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Six Flags Inc.'s
cases seeks the Court's authority to retain Pachulski Stang Ziehl
& Jones as co-counsel nunc pro tunc to June 30, 2009.

John J. Gorman, in his capacity as co-chair of the Creditors'
Committee, informs the Court that the Committee seeks to retain
Pachulski Stang because of the firm's experience and knowledge in
the field of debtors' and creditors' rights and business
reorganizations under the Bankruptcy Code, and because of the
firm's expertise, experience and knowledge practicing before the
Court.

As co-counsel, the Creditors' Committee anticipates Pachulski:

  (a) to provide legal advice and assistance to the Committee in
      its consultation with the Debtors relative to the Debtors'
      administration of their reorganization;

  (b) to review and analyze all applications, motions, orders,
      statements of operations and schedules filed with the
      Court by the Debtors or third parties, advise the
      Committee as to their propriety, and, after consultation
      with the Committee, take appropriate action;

  (c) to prepare necessary applications, motions, answers,
      orders, reports and other legal papers on behalf of the
      Committee;

  (d) to represent the Committee at hearings held before the
      Court and communicate with the Committee regarding the
      issues raised, as well as the decisions of the Court;

  (e) to perform all other legal services for the Committee
      which may be necessary and proper in this proceeding;

  (f) to represent the Committee in connection with any
      litigation, disputes, or other matters that may arise in
      the Bankruptcy Cases; and

  (g) to represent the Committee in connection with any other
      matters for which Brown Rudnick has a conflict of
      interest.

Pachulski will be paid according to its standard hourly rates:

  Professional                         Hourly Rate
  ------------                         -----------
  Laura Davis Jones                        $825
  Timothy Cairns                           $425
  Kathleen P. Makowski                     $425
  Lynzy Oberholzer                         $210

Pachulski will also be reimbursed for reasonable, necessary out-
of-pocket expenses in connection of its representation of the
Creditors' Committee in the Debtors' cases.

Pachulski intends to work closely with Brown Rudnick and any
other professionals retained by the Committee to ensure that
there is no unnecessary duplication of services performed or
charged to the Debtors' estates.

Laura Davis Jones, Esq., managing partner of Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, assures the Court
that her firm does not have interest materially adverse to the
interest of the Debtors estates.   Pachulski is a disinterested
person as defined in Section 101(14) of the Bankruptcy code, Ms.
Jones stresses.

The Court will convene a hearing to consider this motion on
August 13, 2009, at 10:00 a.m. Prevailing Eastern Time.
Objections are due by August 6.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SOUTH COUNTY: Moody's Downgrades Long-Term Bond Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded the long-term
(underlying) bond rating of South County Hospital to Ba1 from
Baa3.  The rating downgrade is attributed to SCH's trend of
operating deficits fiscal year (FY) 2008, volume decreases and
cash declines that have continued through nine months interim FY
2009.  Moody's is also maintaining the rating on watchlist pending
the remarketing of the Series 2006A from auction mode to term
mode.  If this transaction is not completed as planned, further
downgrade in the rating may be warranted.

Legal Security: The bonds are issued under the Master Indenture
and are secured by a general obligation guaranty by the South
County Hospital Healthcare System Endowment (Guaranty) and by a
pledge of the hospital's gross receipts.  The Endowment is not a
member of the Obligated Group, which consists solely of South
County Hospital.  The MTI permits the addition and withdrawal of
other obligated group members, including the hospital, upon
certain conditions.  Mortgage lien on the hospital's patient care
facilities and ancillary structures which secures equally all
notes issued under the MTI.  Debt service reserve fund is
established.  Pending the restructuring of the Series 2006A bonds,
debt service reserve fund will be used to pay down the principal
bond balance.  Moody's incorporates the Endowment in Moody's
analysis of SCH.

Interest Rate Derivatives: SCH has entered into an interest rate
swap in conjunction with the issuance of the Series 2006A bonds.
With the fixed rate swap, SCH will pay interest of 3.52% and the
variable component is set at 67% of LIBOR with a notional amount
of $52.0 million.  The counterparty is Merrill Lynch Capital
Services, Inc., and the swap terminates on September 15, 2035.
The hospital's payment obligations under its 2006 Swap Agreement
are parity obligations and secured by the Guaranty and the
Mortgage.  Regularly scheduled swap payments, exclusive of
termination payments, are insured by Radian.  In the event that
SCH's long-term unsecured rating falls below investment grade, the
swap may default into early termination, requiring the hospital to
make a termination payment which could have a rating impact.  As
of June 30, 2009, $5.2 million was posted for collateral
requirements related to the swap.

Challenges:

* Although improved, deficit operating performance continued in FY
  2008 with an operating loss of $7.2 million (-6.8% operating
  margin) and operating cash flow of $4.5 million (4.2% operating
  cash flow margin) compared to an operating deficit of
  $11.2 million (-11.9% operating margin) and negative
  $2.0 million operating cash flow (-2.1% operating cash flow
  margin) in FY 2007

* Weak debt measures attributed to poor operating performance and
  large amount of debt outstanding relative to total revenue, with
  debt to cash flow ratio of 21.97 times and MADS coverage of 1.95
  times in FY 2008

* Material decline in liquidity as of June 30, 2009 to
  $23.6 million (79.2 days) from $50.3 million (185.7 days cash on
  hand) at FYE 2007 due to investment losses, operating deficits,
  and required collateral posting related to its swaps
  outstanding.

* Investment portfolio with over 60% allocated in equities,
  including a modest amount in alternative assets

* Negative volume trends in FY 2008 and through nine months FY
  2009, particularly in endoscopies

* Significant increase in interest expense over the last twelve
  months related to the failure of the auction rate market

Strengths:

* Leading market share (53%) in a favorable primary service area
  with limited competition from the nearest hospitals that are
  approximately 20 miles away

* Successfully renegotiated significant rate increases from major
  commercial payors

* Implementation of various expense reduction initiatives have
  yielded $3 million in annualized savings

Recent Developments/Results:

SCH reported improved operating performance but continued its
trend of operating deficits in FY 2008 with an operating deficit
of $7.2 million (-6.8% operating margin) and operating cash flow
of $4.5 million (4.2% operating cash flow margin) compared to an
operating deficit of $11.2 million (-11.9% operating margin) and
negative $2.0 million operating cash flow (-2.1% operating cash
flow margin) in FY 2007.  The improved operating performance was
driven by a 13.4% growth in revenues despite a material decline in
outpatient surgeries (primarily endoscopies) which has declined to
7,467 outpatient surgeries in FY 2008 from 8,225 outpatient
surgeries, following the opening of a free standing
gastroenterology (GI) center and the retirement of a busy GI
physician.  Despite the negative volume trend, revenues grew in FY
2008 due to rate increases from its major payors and improved
revenue cycle initiatives.  Management also began various expense
reduction initiatives in FY 2008 including FTE reductions, change
in group purchasing organization, improved work flow efficiency
which led to a decline in expense growth.  The primary area of
expense growth that hindered operating performance in FY 2008 was
the increase in interest expense.  In FY 2008, interest expense
spiked 63% ($1.9 million) stemming from its Series 2006A auction
rate securities following the failure of the auction rate market.
With the improved operating performance in FY2008, debt coverage
measures improved but remained weak with 21.9 times debt to cash
flow and 1.95 times maximum annual debt service coverage (MADS)
and met its bond covenants.

Through nine months of FY 2009, the operating deficit has improved
from the prior nine month period with an operating deficit of
$6.4million (-7.5% operating margin) and operating cash flow of
$4.9 million (5.8% operating cash flow margin) compared to an
operating deficit of $7.7 million (-10.0% operating margin) and
operating cash flow of $1.1 million (1.5% operating cash flow
margin) through the same period last year.  Despite negative
volume trends that have continued for both inpatient admissions
and outpatient surgeries which management attributed to the
current recession and the continued negative impact of the
freestanding GI center, revenues grew 11% due to additional rate
increases from its major payors.  In May 2009, SCH received
additional double digit rate increases from its major commercial
payors.  Management has also continued to implement expense
reduction initiatives which will yield $3 million in annualized
savings.  By fiscal year end (FYE) 2009, management expects at the
very least, to reach its projection of -7.4% operating margin and
5.6% operating cash flow margin.

At FYE 2008, SCH's balance sheet weakened materially with an
unrestricted cash balance of $37.4 million (127.9 days cash on
hand) down from $50.3 million (185.7 days cash on hand) at FYE
2007.  The decline in unrestricted cash was attributed to
continued operating deficits and investment losses.  As of
June 30, 2009, unrestricted cash declined further to $23.6 million
(79.2 days cash on hand) driven by continued operating deficits,
collateral posting requirements related to its interest rate swaps
outstanding, and significant investment losses at the end of the
calendar year 2008.  As a result of the decline in liquidity, cash
to debt declined to a weak 58.0% as of FYE 2008 which has declined
further to 37.4% as of June 30, 2009.  This key ratio could have
been worse had management not reduced its debt outstanding by
$7.05 million with the return of unused Series 2006A bond proceeds
in May 2009.  As part of its operational improvement plan, the
board has decided to reduce its foundation support and allow the
foundation's assets to grow.

With the failure of the auction rate market, management has been
diligently looking for an alternative plan of refinancing over the
past year that will help reduce interest expense and materially
improve operating performance.  Management is now working with a
credit enhancer and expects to remarket the Series 2006A bonds,
converting from an auction mode to a term mode with a
significantly lower interest rate; the transaction is expected to
be completed by September 1, 2009.  Following the completion of
this transaction, management and RBS Citizens, the Letter of
Credit provider for its Series 2003 B and C bonds will be
discussing the potential to renegotiate certain covenants as SCH
is not expected to be in compliance with its days cash on hand
covenant given the material decline in liquidity through nine
months FY 2009.  Assuming, SCH completes the current remarketing
transaction, management projects to reach breakeven operating
levels by FY 2011.  Moody's believe this is an aggressive
operating target that will be difficult to achieve given the
current economic conditions in the state of Rhode Island,
competitive pressure from entrepreneurial physicians and lack of
financial support from the Foundation after the current fiscal
year.  Management will need to successfully implement its growth
strategies and stabilize volumes to meet its goals.  If the above
mentioned debt transaction does not come to fruition, further
downgrade in the rating may be warranted.

Outlook:

Moody's watchlist action reflects Moody's belief that if the
pending remarketing of the Series 2006A bonds from auction rate
mode to term mode is not completed as planned, further downgrade
in the rating may be warranted.

What could change the rating up:

Significantly improved and sustained operating performance;
increasing operating surpluses and cashflow generation; material
gains in liquidity

What could change the rating down:

Remarketing of Series 2006A bonds not completed as planned;
Inability to meet projections, continued deterioration of
liquidity measures, additional debt

                           Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for South County Hospital
     Healthcare System and Affiliates

  -- First number reflects audit year ended September, 30, 2008

  -- Second number reflects nine months annualized unaudited
     interim financials ended June 30, 2009

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 5,562; 5,356

* Total operating revenues: $98.9 million; $122.8 million

* Moody's-adjusted net revenue available for debt service:
  $8.2 million; $8.9 million

* Total debt outstanding: $69.3 million; $63.2 million

* Maximum annual debt service (MADS): $4.2 million; $4.2 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.95 times; 2.14 times

* Debt-to-cash flow: 21.9 times; 152.3 times

* Days cash on hand: 127.9 days; 79.2 days

* Cash-to-debt: 58.0%; 37.4%

* Operating margin: -6.8%; -7.5%

* Operating cash flow margin: 4.2%; 5.8%

Outstanding Bonds(as of June 30, 2009):

  -- Series 2003 B&C: $12.960 million outstanding; Ba1 underlying;
     Aa1/VMIG1 rating based on two-party pay provided by Letter of
     Credit from RBS Citizens, National Association

  -- Series 2006A: $44.950 million outstanding; Ba1 underlying;
     Ba1 rating based on Radian Asset Insurance.

The last rating action was on July 7, 2009, when the underlying
bond rating of South County Hospital was placed on Watchlist for
downgrade.


SPANSION INC: May Exit Bankruptcy Before Year Ends
--------------------------------------------------
Spansion Inc. announced in a company statement select financial
results for its second quarter ended June 28, 2009, that
demonstrate the ongoing progress the Company is making in its
restructuring efforts.

The statement disclosed that Spansion Japan Limited, a subsidiary
of Spansion Inc., commenced corporate reorganization proceedings
in Japan on March 3, 2009.  As a result, Spansion Inc. is no
longer able to consolidate the financial results of Spansion
Japan Limited in accordance with U.S. GAAP.  Thus, financial
information presented in the statement represents GAAP-based
information for Spansion Inc. and excludes Spansion Japan
Limited.

According to the statement, in the second quarter of 2009, net
sales were $376 million, down slightly from the prior quarter.
Net sales for the second quarter reflect continued strong support
for the company's products and is reflective of its strategy to
focus on the embedded solutions market.  Target applications in
the embedded solutions market include automotive, consumer,
mobility, networking, personal computers & peripherals, and
telecommunications.

"Spansion is executing well against its plan and these results
are evidence of our strong performance.  The company delivered
higher than forecasted net sales, decreased operating expenses
and significantly improved its cash balances, providing solid
momentum for emergence from Chapter 11 in the fourth quarter,"
said John Kispert, Spansion president and CEO.  "As a result of a
focus on cost reductions, efficiencies and asset management we
increased our cash position to $220 million at the end of our
second quarter, which is a great improvement from Spansion's
cash-challenged position earlier this year."

Spansion said its new operating model is designed to support a
leaner, more competitive company that has greater operational
efficiencies and is positioned to lead to positive free cash flow
and profitability.

Spansion continued to focus on efficiencies and cost reductions
in all three major operating expense categories: Research and
Development (R&D); Sales and Marketing; and General and
Administrative, said the statement.  Investment in R&D continues
at a rate slightly greater than 10% of net sales, supporting
Spansion's ongoing development of industry-leading products and
technologies.  Total operating expenses, excluding restructuring
charges, dropped more than 20% in the second quarter of 2009
compared to the first quarter of 2009.

The statement said Spansion ended the second quarter of 2009 with
a cash balance of approximately $220 million, reflecting the
continued strong market position with its customers, stable
pricing and reduced operating expenses.  The second quarter of
2009 cash balance represents an increase of approximately
$125 million compared to the first quarter of 2009 ending cash
balance of $95 million.  Spansion Japan Limited's cash balances
are excluded from the financial results due to the
deconsolidation.

"Spansion and its creditors are managing the bankruptcy process
very well," said John Brincko, Spansion's lead restructuring
advisor.  "Over the next few months, I anticipate Spansion will
file a plan of reorganization and successfully emerge from
Chapter 11 bankruptcy in the fourth quarter as a strong, focused
company and a formidable competitor in the Flash memory
marketplace."

As a result of the commencement of corporate reorganization
proceedings in Japan, Spansion Inc. and Spansion Japan must
negotiate new third-party agreements, which are subject to the
approval of various parties, including the creditors of each
company.  Therefore, it is not possible to announce full
operating results and balance sheet information at this time, the
statement notes.

In line with Spansion Inc.'s plan to exit bankruptcy before the
end of the year, it says it intends to emerge as a more focused
chip company with little or no debt and about half the revenue it
had a year ago, statesman.com reported.

Spansion Inc. Vice President John Nation said, "We are looking at
a total change in the company.  It will be a very different
Spansion than existed in 2007 and 2008.  It will be a more
focused company," statesman.com said in its report.

The report added that the company's factory on East Ben White
Boulevard in East Austin, which has about 1,000 workers, will be
a key part of its future.  The plant makes flash memory chips and
remains a very important manufacturing asset for Spansion, Mr.
Nation said, notes the report.

According to statesman.com, Spansion plans to leave behind much
of its business making cell phone-related chips during its
emergence from bankruptcy and focus on the "embedded" market,
where it makes memory chips for telecommunications equipment,
consumer electronics devices, gaming equipment, TV set-top
control boxes, automotive electronics, personal computer
peripherals and networking gear.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: To Reject Pact on Apple Suit Dismissal
----------------------------------------------------
Spansion Inc. and its affiiates seek the Bankruptcy Court's
authority to reject a letter agreement they entered into with
Apple, Inc.  The Letter Agreement that the Debtors seek to reject
provides dismissal of an action against Apple in the International
Trade Commission.

In November 2008, the Debtors filed a patent infringement
complaint against Samsung Electronics Co., Ltd., with the ITC
seeking the exclusion from the United States market of more than
one hundred million mp3 players, cell phones, digital cameras and
other consumer electronic devices containing Samsung's flash
memory components.  In the ITC Action, the Debtors named
downstream users of Samsung's infringing devices, including
Apple.

Apple previously agreed that Spansion will remain its primary
supplier, in exchange for the dismissal of the ITC Action against
it.  However, the Debtors have determined that the Agreement is
no longer in the best interest of their estates and should be
rejected arguing that their business relationship with Apple is
not sufficiently profitable to justify dismissal of the ITC
Action.

The Debtors further request that the Court direct that any claims
for damages arising as a result of the rejection of the Agreement
be filed within 30 days after their request is granted by the
Court.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Unseals Financial Projections Filed With SEC
----------------------------------------------------------
Spansion Inc., disclosed with the U.S. Securities and Exchange
Commission on July 22, 2009, that during the course of
negotiations between the Debtors and certain of their creditors
under the Chapter 11 Cases, the Debtors furnished to certain
creditors certain financial projections.  All confidential
information, including the Financial Projections, was furnished
under nondisclosure agreements that expired on July 21, 2009,
said Randy W. Furr, Spansion's executive vice president and
chief financial officer.

According to Mr. Furr, the Financial Projections were not
prepared with a view to public disclosure or compliance with
published guidelines of the SEC or the American Institute of
Certified Public Accountants regarding prospective financial
information.  In addition, the Financial Projections was not
prepared with the assistance of or reviewed, compiled or examined
by the Company's independent auditors.

Mr. Furr further added that the Financial Projections reflect
numerous assumptions, all made by the Company's management, with
respect to industry performance, general business, economic,
market and financial conditions and other matters, all of which
are difficult to predict and many of which are beyond the
Company's control.

Mr. Furr clarified that the base assumptions in the Financial
Projections, based on management's projections prepared in April
2009, are not facts.  Accordingly, Mr. Furr said, the Company
cannot assure that the assumptions made in preparing the
Financial Projections will prove accurate, and actual results
could be materially greater or less than those contained in the
Financial Projections.  In that regard, the Company expects that
the results for the second quarter ended June 28, 2009 will be
different from the results presented in the Financial
Projections, in some cases materially.  Various factors could
cause the Company's actual results to differ materially from the
Financial Projections, including those discussed in the section
entitled "Risk Factors" in the Company's Annual Report on Form
10-K for the fiscal year ended December 28, 2008, filed with the
SEC on May 13, 2009, and the Company's ability to:

  * narrow its strategic focus primarily to the embedded portion
    of the Flash memory market in an effective and timely
    manner;

  * identify, pursue and successfully execute a strategic
    alternative for portions of the Company's wireless business;

  * improve its gross margins and to continue to implement
    successfully its cost reduction efforts;

  * control its operating expenses, particularly its sales,
    general and administrative costs;

  * obtain materials in support of its business at terms
    favorable to the Company;

  * retain and expand its customer base in its focus markets,
    and retain and grow its share of business within its
    customer base;

  * successfully introduce its next generation products to
    market in a timely manner;

  * effectively and timely achieve volume production of its next
    generation products;

  * increase market acceptance of its products based on its
    MirrorBit technology;

  * penetrate further the integrated category of the Flash
    memory market with its high density products and expand the
    number of customers in emerging markets;

  * successfully develop and transition to the latest
    technologies;

  * develop its MirrorBit NAND, EcoRAM and MirrorBit Eclipse
    architectures, introduce new products based on these
    architectures and achieve customer acceptance of these
    products;

  * develop systems-level solutions that provide value to
    customers of its products; and

  * negotiate successfully patent and other intellectual
    property licenses and patent cross-licenses and acquire
    additional patents.

"[T]he instability of the global economy and tight credit markets
could continue to adversely impact the Company's business in
several respects, including adversely impacting credit quality
and insolvency risk of the Company and its customers and business
partners, including suppliers and distributors, as well as
bookings and reductions and deferrals of demand for the Company's
products, " said Mr. Furr.

In addition, Mr. Furr noted, these risks and uncertainties
relating to the Chapter 11 Cases may cause the Company's actual
results to differ materially from the Financial Projections:

  * the Company's ability to continue operating as a globally
    integrated unit with Spansion Japan Limited, including the
    Company's ability to continue to depend on Spansion Japan
    Limited for wafer production and distribution of products in
    Japan, due to actions taken by either (i) Spansion Japan
    Limited or (ii) the Company or Spansion LLC; any other
    actions or orders taken by the U.S. Bankruptcy Court that
    may impact the Company?s operations;

  * the Company's ability to transfer wafer production capacity
    to another location or to a third party foundry, or to find
    alternative methods of distributing and selling its
    products, in the event that Spansion Japan Limited is not
    successful in reorganizing and has to liquidate all or
    substantially all of its assets;

  * any other actions or orders taken by the U.S. Bankruptcy
    Court that may impact the Company's operations;

  * any negative impacts on the Company's business, results of
    operations, financial position or cash management
    arrangements;

  * the inability to freely deploy cash resources throughout the
    Company's various geographical locations as all or part of
    the total worldwide cash may not be available in either the
    United States or for working capital as a result of
    limitations inherent in the Chapter 11 proceedings in the
    United States or Spansion Japan Limited's corporate
    reorganization proceeding in Japan or as a result of various
    restrictions in certain geographies;

  * the negative impact on relationships with employees,
    customers, suppliers and contract manufacturers and other
    stakeholders;

  * the failure of the Company to obtain initial court orders
    substantially on the terms applied for;

  * the adequacy of the Company's cash on hand to fund its
    ongoing operations or ability to arrange for sufficient DIP
    financing during the bankruptcy proceeding;

  * the failure of the Company to obtain the requisite approvals
    of affected creditors or the courts for any restructuring
    plan, or to successfully implement that plan or obtain
    sufficient exit financing, if required, within the time
    granted by any court, leading to the likely liquidation of
    the Company's assets; and

  * the Company's common stock could have no value in and
    after the approval of a restructuring plan and could be
    canceled.

Mr. Furr reminded creditors that the Financial Projections should
not be regarded as an indication that the Company or any of its
representatives, officers or directors, consider that information
to be an accurate prediction of future events or necessarily
achievable.  In light of the uncertainties inherent in forward-
looking information of any kind, the Company cautions against
undue reliance on such information.  The Company does not intend
to update or revise the Financial Projections or any information
to reflect circumstances existing after the date the Financial
Projections were prepared or to reflect the occurrence of future
events, unless required by law.

           3 Yr Financial Plan -- Balance Sheet, Assets
                      (US$ in Millions)

                              2008   2009   2010   2011   2012
                              ----   ----   ----   ----   ----
Cash and Equivalents             85    176    390    569    732
Trade Accounts Receivable       135    152    169    182    191
Intercompany A/R                332      0      0      0      0
Prepetition Intercompany AR       0      0      0      0      0
Inventory                       142    163    117    104    110
Prepaids and other               95    122    125    125    125
Total current assets            789    612    800    979  1,158
Net property, plant & Equipment 495    372    297    257    251
Other Long-Term Assets          187    189     69     69     69
Total Assets                  1,471  1,172  1,166  1,305  1,478

        3 Yr Financial Plan -- Balance Sheet, Liabilities
                       (US$ in Millions)

                              2008   2009   2010   2011   2012
                              ----   ----   ----   ----   ----
Accounts Payable                282     32     69     78     94
Prepetition Trade AP              0      0      0      0      0
Intercompany A/P                268     58      0      0      0
Prepetition Intercompany AP       0      0      0      0      0
Accrued expenses & other
current liabilities            151     59     59     59     59
Total current liabilities       701    148    128    136    153
Total debt                    1,182     79      0      0      0
Investment in subsidiaries   -3,987      0      0      0      0
Other Long-Term Liabilities      21     14     14     14     14
Liabilities subject to
compromise                       0      0      0      0      0
Total liabilities            -2,082    241    142    151    167
Common stockholders' equity   3,554    931  1,023  1,155  1,311
Total Liabilities & Equity    1,471  1,173  1,166  1,305  1,478

A full-text copy of the Financial Projections is available for
free at http://ResearchArchives.com/t/s?3fc6

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPGS SPC: S&P Downgrades Ratings on 2006-IA Floating Notes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
floating-rate notes issued by SPGS SPC's series 2006-IA to 'D'
from 'CCC-'.

The downgrades follow a number of recent write-downs of the
underlying reference entities, which have caused the notes to
incur partial principal losses.

                          Rating Lowered

                              SPGS SPC
                           Series 2006-IA
        $100 million variable floating-rate notes due 2046

                                     Rating
                                     ------
                     Class          To   From
                     -----          --   ----
                     Notes          D    CCC-


ST THOMAS DEVELOPMENT: Case Summary & 5 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: St. Thomas Development Group, Inc.
        POB 12239
        La Crescenta, CA 91224

Bankruptcy Case No.: 09-27603

Chapter 11 Petition Date: August 2, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Michael R. Totaro, Esq.
                  Totaro & Shanahan
                  POB 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  Email: mtotaro@aol.com

Total Assets: $684,500

Total Debts: $1,940,000

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

            http://bankrupt.com/misc/cacb09-27603.pdf

The petition was signed by Joseph Monier Gabra, president of the
Company.


STEVEN SHEEDER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Steven C. Sheeder
                  dba Windy Ridge Land & Cattle
               Maureen J Sheeder
               2221 K Ave.
               Red Oak, IA 51566

Bankruptcy Case No.: 09-03753

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Southern District of Iowa - Database (Council Bluffs)

Debtors' Counsel: Donald H. Molstad, Esq.
                  701 Pierce St., Suite 305
                  Sioux City, IA 51101
                  Tel: (712) 255-8036
                  Fax: (712) 255-4642
                  Email: judylaw308@yahoo.com

Total Assets: $6,498,734

Total Debts: $5,194,875

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


STEWART & STEVENSON: S&P Gives Negative Outlook; Holds 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Stewart & Stevenson LLC to negative from stable and affirmed the
ratings, including the 'B' corporate credit rating, on the
company.

"The outlook revision reflects softness in the company's core
markets, which could continue to pressure credit metrics in the
near term," said Standard & Poor's credit analyst Kenneth Cox.
Leverage has increased in recent quarters, and annualized debt to
EBITDA for the second quarter of 2009 was above 6x.


SUNDANCE KANSAS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Sundance Kansas LLC has filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the District of Kansas, listing
$169,883 in assets and $963,975 in debts.

The Domino's Pizzas at 21st and Woodlawn and Kellogg and West were
closed in 2008, while the ones on East Harry and North Tyler
remained open.  Wichita Eagle Blogs reports that owner Jim
Hightower had said that those restaurants were doing well and that
the other two were simply located too close to them and couldn't
generate enough business.  Mr. Hightower said that he and his wife
want to open new stores in locations but it was too difficult to
get credit for a start-up in a troubled economy.

Sundance Kansas LLC, dba Dominos Pizza, operates Domino's Pizzas
in Kansas.


TEASLEY LANE NEIGHBORHOOD: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Teasley Lane Neighborhood Center, LP
        7550 Walnut Hill Lane
        Apartment 1096
        Dallas, TX 75230

Bankruptcy Case No.: 09-42484

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Dennis D. Engler, Esq.
                  207 West Hickory, Suite 115
                  Denton, TX 76201
                  Tel: (940) 383-0115
                  Fax: (940) 382-7067
                  Email: dennis.engler@verizon.net

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

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

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

The petition was signed by Gaylord Hall, sole manager/president of
the Company.


SWIFT ENERGY: $107 Mil. Stock Offering Won't Move S&P's B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on oil and gas
exploration and production company Swift Energy Co. (B+/Negative/-
-) would not be affected by the company's announced $107 million
common stock offering.  The stock offering is positive for credit
quality, as pro forma liquidity will increase to approximately
$165 million.  However, given the company's minimal hedging
program and low commodity prices, especially for natural gas, S&P
is concerned the $300 million borrowing base could be cut at the
next redetermination, in November 2009.

S&P could revise the outlook to stable if the company is able to
maintain or improve current liquidity levels, either through
efficient operations and or a joint venture drilling program.


TRIBUNE CO: Court Approves Ernst & Young as Valuator
----------------------------------------------------
Tribune Co. and its affiliates obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Ernst &
Young to provide valuation and business modeling services and
market survey services.

Pursuant to the Valuation Services Agreement and the Statement of
Work for Goodwill Impairment Testing entered into between Ernst &
Young and the Debtors, Ernst & Young will provide certain
valuation services to:

  -- assist the Debtors in testing for the impairment of
     goodwill and other indefinite lived intangible assets
     recorded in Tribune Company's consolidated financial
     statements in accordance with the professional guidance
     outlined in Statement of Financial Accounting Standards No.
     142; and

  -- test for the recoverability of certain long-lived assets of
     the Company in accordance with the professional guidance
     outlined in Statement of Financial Accounting Standards No.
     144.

Ernst & Young will provide the Debtors with certain market survey
services, including broadcasting marketing analysis according to
the terms of the Market Services Agreement.

Specifically, Ernst & Young will:

  (a) interview Tribune Company management concerning the nature
      and operations of the Newspapers, Television Stations,
      Tribune Media Services and Cable reporting units;

  (b) consider any business plans, future performance estimates
      or budget for the Reporting Units.

  (c) analyze applicable economic, industry, and competitive
      environments, including relevant historical and future
      estimated trends;

  (d) analyze the Reporting Units giving consideration to
      appropriate approaches to value, including Income
      Approach, Market Approach and Cost Approach;

  (e) analyze each indefinite lived Masthead that resides within
      the Newspaper's Reporting Unit;

  (f) review Tribune Company valuation analysis of various FCC
      Licenses that reside within the Television Reporting Unit;

  (g) discuss with Tribune Company management regarding certain
      intangible assets of the subject Reporting Units;

  (h) analyze certain intangible assets of the subject Reporting
      Units giving consideration to appropriate approaches to
      value, including, Income Approach, Market Approach and
      Cost Approach;

  (i) analyze certain identified intangible assets
      including, Subscriber Relationships, Advertiser
      Relationships, Commercial Printing and Distribution
      Agreements, Network Affiliation Agreements, and Assembled
      Workforce;

  (j) analyze personal and real property assets owned by the
      Reporting Units; and

  (k) prepare a narrative report summarizing the methodologies
      employed in its analysis, the assumptions on which its
      analysis was based, and its recommendations of fair value.

Pursuant to separate agreements with certain Debtors, Ernst &
Young has agreed to provide with information regarding the Los
Angeles and New York broadcasting market, including, the size of
the market and the Debtors' ranking within the market.

Ernst & Young has previously been identified by the Debtors as an
ordinary course professional to provide the Debtors market survey
services.  Given that the Debtors are now seeking to retain Ernst
& Young to perform services under Section 327 of the Bankruptcy
Code, the Debtors seek the Court's authority to have the Market
Survey Services and related expenses provided by Ernst & Young
from the Petition Date through May 31, 2009, to be authorized
under the order approving the Ernst & Young employment
application.  The Debtors anticipate that Ernst & Young will
perform the Market Survey Services on a going forward basis and
that the projected quarterly fees with those will be $4,275.  The
Debtors project that Ernst & Young's fees in connection with the
Valuation and Business Modeling Services will be roughly $150,000
per month.

The Debtors will reimburse Ernst & Young for its direct expenses
incurred in connection with its performance of the services and
will include reasonable and out-of-pocket expenses for items like
travel, meals, accommodations, telephone and others.

The Debtors propose to pay Ernst & Young on the firms' customary
hourly rates:

      Professional              Rate/Hour
      ------------              ---------
      Executive Director/
        Principal/Partner          $525
      Senior Manager               $475
      Manager                      $375
      Senior                       $275
      Staff                        $175

The Debtors relate that they owe Ernst & Young $2,656 for
services rendered prior to the Petition Date.  Ernst & Young has
agreed to waive its right to the prepetition fees upon approval
of this Application.

Matthew Howley, a principal at Ernst & Young LLP, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14).

                           *     *     *

Prior to the entry of the order approving the Application, the
Debtors submitted with the Court a revised proposed order,
which provides that Section IV(B) of Exhibit A to the Valuation
Services Agreement is stricken and will be of no force and
effect.

Section IV(B) states that the Debtors will bring any claim
relating to the Services or otherwise under the Agreement within
one year after the date on which the Debtors became aware, or
ought responsibly to have been aware, of the facts giving rise to
any alleged liability of Ernst & Young and, in any event, no
later than two years after (i) the completion of the Services or
(ii) the earlier termination of the Agreement for any reason.

The revised proposed order, according to the Debtors, is
acceptable to the U.S. Trustee and Ernst & Young LLP.

                         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: Hires Deloitte and Touche as Financial Advisor
----------------------------------------------------------
Tribune Co. and its affiliates seek the Court's authority to
employ Deloitte and Touche LLP to provide certain financial,
accounting, and advisory services nunc pro tunc to June 26, 2009.
The Debtors have selected Deloitte because of the firm's
substantial experience in large and complex Chapter 11 cases.

As advisors, Deloitte will:

  (a) assist the Debtors with the preparation of required
      financial statements, and pro forma financial information
      in connection with the Debtors' plan of reorganization;
      and

  (b) advise the Debtors on questions concerning other related
      accounting and advisory services.

The Debtors will pay Deloitte based on the firm's current hourly
rates:

  Principal/Partner         $550
  Senior Manager            $475
  Manager                   $425
  Senior                    $350
  Associate                 $275

The Debtors project that the total fees for Deloitte's services
will be between $250,000 and $450,000.

In addition to the professional fees, the Debtors will also
reimburse Deloitte for expenses like postage, photocopying,
telephone, travel, transportation, lodging, and meals.

The Debtors relate that as of the Petition Date, they owe $34,000
to Deloitte for prepetition services.  Moreover, the Debtors
relate they paid Deloitte approximately $750,000 within 90 days
prior to the Petition Date.

The Debtors will also indemnify and hold harmless Deloitte and
its personnel from any claims, liabilities or expenses relating
to the Engagement Letter, except to the extent finally judicially
determined to have resulted from gross negligence, bad faith, or
intentional misconduct of Deloitte.

Peter Leadstrom, a partner of Deloitte & Touche LLP, in Chicago,
Illinois, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wants to Assume Metromix LLC Agreement
--------------------------------------------------
Debtors Tribune Company and Chicago Tribune Company seek the
Court's authority to amend a limited liability company agreement
with Metromix LLC and assume the agreement as amended.  The
Debtors also ask the Court to approve the settlement and release
of certain claims relating to agreements with Metromix.

In the late 1990's, Chicago Tribune launched Metromix.com, an
entertainment guide that provides users with information on
Chicago restaurants, bars, events, music, movies, style, and
television.  Over the years, Metromix has been a popular local
entertainment site in Chicago, generating revenue for the Tribune
Parties through advertisements on the site.

In October 2007, Tribune Co., Chicago Tribune, and non-debtor
Tribune Interactive, Inc., and Gannett Satellite Information
Network entered into the Metromix LLC Agreement to launch
Metromix LLC.  Metromix LLC, which is 50% owned by Gannett and
50% by the Tribune Parties, was created to replicate the success
of Metromix in Chicago across multiple markets.

In conjunction with the formation of Metromix LLC, the Tribune
Parties contributed certain assets to the joint venture,
including trademarks, other intellectual property, and cash.
Tribune Co. and Tribune Interactive also entered into a services
agreement with Metromix LLC to provide the joint venture with
various administrative devices, like payroll, accounts payable
and information technology, on an interim basis.

Also, in connection with the formation of the joint venture,
Tribune Co. and Gannett each entered into affiliate agreements
with Metromix LLC.  The Affiliate Agreements govern the
relationship between each Metromix Web site in the Gannett and
Tribune markets and Metromix LLC.  In regard to the advertising
sales, the Affiliate Agreements contain provisions governing the
allocation of certain advertising inventory on each Metromix Web
site between the local affiliate and the central joint venture.

The LLC Agreement contains provisions regarding the organization,
voting and governance of the joint venture, including provisions
relating to capital contributions.  As of July 22, 2009, the
Debtors' remaining obligations under the mandatory capital
contribution requirement were approximately $6,500,000, of which
$1,800,000 has already been requested by the Chief Executive
Officer of Metromix LLC but has not yet been contributed by the
Debtors.

Accordingly, the Tribune Parties and Gannett have agreed to amend
the LLC Agreement to remove the concept of mandatory
contributions from the LLC Operating Agreement so that the
Debtors are permitted, but not required, to make any additional
capital contributions to the joint venture if Metromix LLC
determines that additional capital is required.  A full-text copy
of the Amended LLC Agreement is available for free at:

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

Moreover, the Tribune Parties and Gannett have agreed to enter
into four new agreements:

  (1) A settlement agreement, which resolves disputes between
      certain Tribune Parties and Metromix LLC regarding amounts
      Metromix owes under the Services Agreement.  A full-text
      copy of the Settlement Agreement is available for free at:

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

  (2) An agreement, which provides an overview of the
      transactions occurring under the restructuring, terminates
      the Tribune Affiliate Agreement, and prohibits Metromix
      LLC from affiliating with any other parties or suing the
      Metromix name in any of Tribune's current newspaper
      markets.  A full-text copy of the Agreement is available
      for free at:

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

(3) A Transition Services Agreement, which provides for some
     mutual assistance between the Tribune Parties and Metromix
     LLC in separating some of the technologies they currently
     use and in migrating the Tribune Parties to their own Web
     site platforms.  A full-text copy of the Transition
     Agreement is available for free at:

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

(4) A Trademark Assignment, which provides for the assignment
     by Metromix LLC back to Tribune of the Metromix trademarks
     in Tribune's current newspaper markets.  A full-text copy
     of the Trademark Assignment is available for free at:

  http://bankrupt.com/misc/Tribune_Metromix_TrademarkAsgnmt.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)


TRIESTE INVESTMENTS: Wants Case Dismissed; Says It Has No Assets
----------------------------------------------------------------
Trieste Investments, LLLP, has asked the U.S. Bankruptcy Court for
the District of Arizona to dismiss its Chapter 11 case, based on
the terms of its settlement with secured creditor Weldor Alders.

Pursuant to the settlement, the automatic stay in this case was
consensually agreed to have been lifted and terminated as on
May 11, 2009, and Mr. Alders was authorized to go forward with the
foreclosure on the 7,500 acre property of the Debtor in Liberty
County, Texas.

Debtor discloses that to the best of its knowledge the sale has
taken place leaving it and its bankruptcy estate with no assets
remaining to distribute to the other remaining creditors of the
bankruptcy estate, and thus there is no cause to continue with the
case.

Scottsdale, Arizona-based Trieste Investments, LLLP, holds
investment property in Liberty County, Texas.  The Company filed
for Chapter 11 protection on October 6, 2008 (Bankr. D. Ariz. Case
No. 08-13674).  Franklin D. Dodge, Esq., at Ryan Rapp & Underwood,
P.L.C., represents the company as counsel.  The company listed
between $10 million and $50 million each in assets and debts.


TROPICANA ENT: Azteca Wants Lift Stay to Pursue Insurance Proceeds
------------------------------------------------------------------
Azteca Concrete, Inc., asks the Court to lift the automatic stay
as it pertains to Ramada Express, Inc., insofar as the Debtor
does not have equity in certain insurance proceeds, and that the
proceeds are not an asset of the Debtor's estate over which a
trustee would have a claim.

John and Sharon Shamlian filed a complaint, Case No. A511904, on
October 20, 2005, for money damages in the District Court for
Clark County, Nevada.  Azteca was named as a third-party
defendant in the Complaint.  The matter arises from an incident
that occurred on January 31, 2004, wherein Ms. Shamlian became
injured while attempting to ascend stairs located on the property
of Ramada Express.  Azteca was a contractor involved in the
construction of the stairs.  Subsequent to the Shamlians'
Complaint, Ramada Express filed a notice of commencement of
bankruptcy proceedings, which stayed discovery in the Nevada
Action.

The District Court recently granted the Shamlians' request to
lift the discovery stay to proceed with the case against the non-
bankruptcy parties, with the discovery cut-off set for
January 15, 2010, according to Craig R. Delk, Esq., at Thorndal,
Armstrong, Delk, Balkenbush & Eisinger, in Las Vegas, Nevada.

Mr. Delk notes that Ramada Express is a subsidiary of Tropicana
Entertainment, LLC, and is the primary defendant in the Nevada
Action.  Azteca seeks a modification of the automatic stay in
order to proceed with discovery and litigation in the Nevada
Action within the applicable insurance coverage only.

If, in fact, allegations are substantiated through mediation or
at the time of trial that Ramada Express was, in fact, liable for
damages, the insurance policy will become operable, with proceeds
paid under the policy to the proper parties.  Moreover, the
insurance policy is not necessary to an effective reorganization
under the current bankruptcy pleadings filed by Ramada Express,
Mr. Delk says.  Clearly, he notes, the potential proceeds from
the insurance policy cannot be deemed an asset of Ramada Express
that may be utilized for satisfying creditors in the bankruptcy.

Mr. Delk assures the Court that the Nevada Action involves the
adjudication of rights, which will in no way affect the assets of
the Debtor's estate, and bears no relation to the claims of the
creditors from which the Debtor is seeking relief in bankruptcy.
The parties would only be pursuing the litigation against Ramada
Express to determine the Debtor's rights, duties, and
responsibilities in order to proceed against the applicable
policy of liability insurance issued to the Debtor, he maintains.

Unless the Court lifts the automatic stay to permit Azteca to
proceed with the complaint, a hardship to Azteca will result in
its ability to prosecute the claim and determine its rights,
duties and responsibilities and privileges under the Debtor's
insurance policy, Mr. Delk asserts.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Carioscia Wants Lift Stay to Pursue State Action
---------------------------------------------------------------
John and Diane Carioscia ask the Bankruptcy Court to lift the
automatic stay imposed on their claims against Adamar of New
Jersey, Inc., doing business as Tropicana Casino and Resort, so
that their lawsuit "Carioscia v. Adamar of New Jersey," pending
in the Superior Court of New Jersey, Mercer County, can proceed
to trial and a determination can be made by the Superior Court as
to the value of their claim against Tropicana.

The State Action was stayed following the Debtors' Chapter 11
filing on May 5, 2008, Peter J. Kurshan, Esq., at Chase Kurshan
Herzfeld & Rubin, LLC, in Livingston, New Jersey, relates.

In the State Action, the Carioscias allege, among other things,
that Ms. Carioscia was injured at the Tropicana Casino and Resort
premises.  They further allege that as a direct and proximate
result of the defendants' negligent acts or omissions, Mr.
Carioscia has been and will be deprived of the support, services,
companionship, care, and attention of Ms. Carioscia.  Adamar
denies the allegations.

The Carioscias' action against the Debtors commenced more than
three years ago, Mr. Kurshan points out.  Thus, the Superior
Court of New Jersey is familiar with the parties and their
contentions, and was prepared to adjudicate the case.  "Lifting
the automatic stay and referring the case to its original forum
would serve to benefit both parties and further judicial economy
in a speedy resolution of their case.  These are exactly the
circumstances contemplated in establishing 'for cause' basis for
relief from the stay," Mr. Kurshan asserts.

The Superior Court is the only forum that can award all parties a
complete resolution in the personal injury suit, Mr. Kurshan
maintains.  If the Bankruptcy Court lifts the stay, there can be
a final determination on any and all claims the Carioscias have
against the Debtors, he avers.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRUMP ENTERTAINMENT: Files Donald Trump-Backed Chapter 11 Plan
--------------------------------------------------------------
Trump Entertainment Resorts Inc. filed a Chapter 11 plan built
around the proposed sale of the company to shareholder Donald
Trump.

Under the agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners.  Beal Bank and Beal Bank Nevada to amend and restate a
prepetition credit agreement with the partnership subsidiary of
the Company in order to restructure approximately $486 million in
debt.  Under the amendment, the debt will be assumed by the
reorganized company post-emergence and the maturity period for the
repayment is extended until December 2020 from the existing
maturity of 2012.

Under the Plan, only Beal Bank will have recovery, and lowed
ranked creditors would receive nothing.  According to the
disclosure statement explaining the Plan, Beal Bank will recover
94% of its claims.

The Debtors have two principal prepetition creditor groups.  The
first group consists of Beal Bank and Beal Bank Nevada, whose
claims are approximately $486 million and are secured by a first
priority lien on substantially all the Debtors' assets.  The
second group consists of holders of the Debtors' 8-1/2% Senior
Secured Notes due 2015 in the outstanding principal amount of
$1.25 billion.  These notes were issued in the Debtors' prior
chapter 11 case (pending in 2004-05) and were granted a second
priority lien on the Debtors' casino and hotel properties.

                Enterprise Value Under $500 Million

Based on the assessment by Lazard Freres & Co., LLC, the value of
the Debtors' business operations is less than the amount of Beal
Bank's $486 million claim.

As of July 15, 2009, Lazard estimates that the theoretical range
of total enterprise value for the Reorganized Debtors (excluding
the Trump Marina Casino, which is classified as a discontinued
operation) is $404 million to $464 million with a midpoint value
of $434 million.

The Debtors are marketing Trump Marina Hotel Casino, and Coastal
submitted in July 2009 a written non-binding indications of
interest describing certain terms under which it would acquire the
Trump Marina Casino.  Since 2006, the business performance of the
Trump Marina Casino has deteriorated dramatically, which can be
attributed partially to the overall deterioration in the financial
performance of all the Atlantic City casinos, partially to
increased competition in the Marina District and, most recently,
to uncertainty among Marina customers over the potential sale of
the Marina to Coastal, which sale was announced in May 2008 and
was formally terminated on June 1, 2009.  Lazard has estimated the
enterprise value of Trump Marina to be $24 million.

        Creditors Other Than Beal Bank Out of the Money

The Debtors explain in the Disclosure Statement that because the
value of their business operations is less than the amount of the
First Lien Lender Claims, there is no value available for the
holders of the Second Lien Note Claims.

In addition, the Debtors' projections indicate that they need to
modify the payment terms of the First Lien Lender Claims in order
to avoid potential defaults in the future.  Further, the Debtors
need to raise additional capital to remain competitive in the
Atlantic City gaming market.

Based on these circumstances, the Debtors are proposing the Plan
the terms of which:

  -- retains the First Lien Lender Claims, but modifies them
     materially to (i) extend repayment until December, 2020
     (compared to the current maturity date of 2012), (ii) provide
     a below-market rate of interest, and (iii) provide
     significant flexibility in the payment of cash interest;

  -- provides no recovery to the holders of the Second Lien Note
     Claims;

  -- provides no recovery to holders of General Unsecured Claims
     and Equity Interests; and

  -- provides for an investment of $100 million from BNAC (an
     affiliate of a holder of First Lien Lender Claims) and Mr.
     Trump (one of the Debtors' current creditors and an equity
     holder of TER) in exchange for issuing them all of the equity
     interests in the Reorganized TER and Reorganized TER
     Holdings.

Holders of equity interests would receive nothing.  Donald Trump,
which owns shares, will obtain ownership of the reorganized
Debtors on account of his $100 million investment.

Copies of the Plan and the Disclosure Statement are available for
free at:

    http://bankrupt.com/misc/Trump_Chapter11Plan.pdf
    http://bankrupt.com/misc/Trump_DiscStatement.pdf

               Plan Backed by Management and Board

According to a Company news release, the Plan is both backed by
Company's management and received the approval of the Company's
Board of Directors.  The Plan provides for the completion of the
Purchase Agreement and the restructuring of the Company's debt
under the terms of the Commitment Letter.  Pursuant to the Plan,
no distributions will be made to the holders of the Company's
outstanding equity or debt securities. The Plan is subject to
confirmation by the Bankruptcy Court, customary closing conditions
including regulatory approval and the consummation of the
transactions contemplated by the Purchase Agreement and commitment
letter relating to the amended credit agreement.

The Company's chief executive, Mark Juliano, said, "The Plan of
reorganization that we filed today is a significant event for our
company because it includes an adjustment to our debt and the
commitment of Mr. Trump and BNAC to invest new capital.  As a
private enterprise under the ownership of the Trump family and
BNAC, the company will be well capitalized and positioned for
success, and we are hopeful for the Court's expeditious approval
so that the new capital can start being invested.  I am confident
that this is the best proposal to provide the company with a
platform for growth.  I am truly excited about the future."

Commenting on a return to Atlantic City, Donald J. Trump said, "My
previous investment in the company was destroyed by excessive and
restrictive debt.  This reorganization changes all that.  I am
pleased that the reorganization affords me an opportunity to make
a new investment and help revive a company that has borne my name,
but not performed to my standards or been under my management.  My
daughter Ivanka and I will work tirelessly to make this company
great again.  As I have done in the past, we will make Atlantic
City hot once more."

Andy Beal, Beal Bank President and CEO, said, "We have a
longstanding relationship with Donald Trump through previous
transactions, and we are pleased to continue that relationship as
he works to return Trump Entertainment Resorts to profitability
and long-term success."

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's confirmation
of its Chapter 11 plan on Apr. 5, 2005, and in May 2005, it exited
from bankruptcy under the name Trump Entertainment Resorts Inc.


TRUMP ENTERTAINMENT: Bondholders to Contest Donald Trump Takeover
-----------------------------------------------------------------
Holders of bonds issued by Trump Entertainment Resorts Inc. intend
to challenge shareholder Donald Trump's plan to buy the bankrupt
resort and casino properties.  Kristopher Hansen, a lawyer for the
bondholders, said the plan proposed by Beal Bank and Donald Trump
"is not capable of confirmation for many reasons."

As reported by the TCR on August 4, 2009, Trump Entertainment
Resorts, Inc. entered into an agreement with Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, under the terms of
which Trump and BNAC will invest $100 million cash in the newly
private company and become its owners.  Beal Bank and Beal Bank
Nevada to amend and restate the Beal Credit Agreement with the
partnership subsidiary of the Company in order to restructure
approximately $486 million in debt.  Under the amendment, the
maturity period for the repayment is extended until December 2020
from the existing maturity of 2012.

Beal Bank's $486 million claim is secured by a first priority
interest in substantially all of the Debtors' assets.  Bondholders
who are owed $1.2 billion hold second priority liens on the same
assets.

The Debtors assert that the First Lien Lender Claims exceed the
value of their business operations.  Hence, under a related
Chapter 11 plan, the bondholders and other lower ranked creditors
would get nothing.

Bondholders may argue in Bankruptcy Court that the deal
undervalues the company, Bloomberg's Carla Main said, citing a
person familiar with the situation.  Bondholders expect to receive
distribution on account of any value above the Beal loan.

Stroock & Stroock & Lavan LLP co-head of the financial
restructuring practice Kristopher Hansen said in a statement, "The
stories of Mr. Trump's regaining control of the debtors are simply
inaccurate.  The plan proposed by Beal Bank and Donald Trump is
not capable of confirmation for many reasons."

Bloomberg, citing KDP Investment Advisors Inc. analyst Barbara
Cappaert, relates that Mr. Trump's plan puts "too low" a valuation
on the Company.  Ms. Cappaert suspected that "bond holders, who
are second lien but are being offered nothing in this plan, will
object.  This will likely delay an eventual reorganization for
several more months," the report states.

However, according to Donald Trump, bondholders will "have a very
hard time proving" in Court that the casino company is worth more
than $500 million.

Pre-bankruptcy, Donald Trump, which owned a 28% stake in the
Company, was already in dispute with the bondholders.  The Company
was forced to file for Chapter 11 after the bondholders conveyed
their intent to submit an involuntary petition to send the Company
to bankruptcy.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's confirmation
of its Chapter 11 plan on Apr. 5, 2005, and in May 2005, it exited
from bankruptcy under the name Trump Entertainment Resorts Inc.


VALMONT INDUSTRIES: Moody's Gives Pos. Outlook; Keeps Ba1 Ratings
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Valmont
Industries, Inc., to positive from stable, reflecting the
company's solid financial profile and Moody's expectation that key
credit measures will be sustained at levels considered strong for
the current rating category.  The ratings could be upgraded in the
near term absent a change in Valmont's fiscal policies and
acquisition strategy or a material contraction in Valmont's
liquidity position and consolidated results.

Valmont's ratings continue to reflect its very good liquidity
profile, leadership positions within core end markets, and solid
long-term demand fundamentals in the utility, infrastructure and
irrigation businesses.  The company benefits from a significant
level of revenue diversification between these segments, each of
which has discrete demand drivers that are largely uncorrelated
and not necessarily tied to global macroeconomic trends.  The
change in outlook to positive from stable acknowledges Valmont's
strong consolidated profitability through the first half of 2009
in the midst of weak industrial conditions and softness in
irrigation equipment volumes.

Moody's affirmed these ratings:

* Corporate Family Rating, Ba1

* Probability of Default Rating, Ba1

* $150 million senior subordinated notes due 2014, Ba2 / LGD5
  (85%)

* Speculative Grade Liquidity Rating, SGL-1

The previous rating action for Valmont occurred on October 22,
2008 when Moody's upgraded the liquidity rating to SGL-1 from SGL-
2.

Valmont Industries, Inc., is a global producer of metal and
concrete pole and tower structures, mechanized irrigation systems
and coatings.  Customers and end-users include state and federal
governments, contractors, utility and telecommunications
companies, manufacturers of commercial lighting fixtures and large
farms.  Headquartered in Omaha, Nebraska, the company is publicly
held and reported revenues of $1.9 billion for the twelve months
ended June 27, 2009.


VERASUN ENERGY: Files Ch. 11 Liquidation Plan & Disc. Statement
---------------------------------------------------------------
VeraSun Energy Corporation, its debtor affiliates, and the
Official Committee of Unsecured Creditors submitted to the U.S.
Bankruptcy Court for the District of Delaware on July 31, 2009, a
joint Chapter 11 plan of liquidation and an accompanying
disclosure statement.

The Plan provides for the distribution of substantially all of
the assets of the Debtors to various creditors and to
subsequently wind up the Debtors' corporate affairs.  Under the
Plan, Claims against, and Interests in, the Debtors are divided
into Classes according to their relative seniority and other
criteria.

In addition, the Plan contemplates consolidating the VSE Debtors'
estates for Plan confirmation purposes.  The effect of
substantive consolidation will be the pooling of assets and
liabilities of the consolidated Debtors and the satisfaction of
creditor claims from the resulting common fund.  The Plan
represents a separate plan with respect to each Debtor in the US
Bio Segment and the Marion Segment.

Specifically, under the Plan, the Debtors on either a
consolidated group or an individual basis, are:

   Consolidated Debtor
   Group or Debtor Name         Debtors in Group
   --------------------         ----------------
   VSE Debtors                  VeraSun Energy Corporation,
                                VeraSun Granite City LLC,
                                VeraSun Reynolds LLC, VeraSun
                                BioDiesel LLC, VeraSun
                                Litchfield LLC, VeraSun Tilton
                                LLC, VeraSun Aurora Corporation,
                                VeraSun Charles City LLC,
                                VeraSun Marketing LLC, VeraSun
                                Welcome LLC, VeraSun Fort Dodge
                                LLC, and VeraSun Hartley LLC

   ASA Debtors                  ASA OpCo Holdings LLC, ASA
                                Albion LLC, ASA Bloomingburg
                                LLC, and ASA Linden LLC

   US BioEnergy Corporation     Non-Consolidated Entity

   VeraSun Albert City LLC      Non-Consolidated Entity

   VeraSun Central City LLC     Non-Consolidated Entity

   VeraSun Dyersville LLC       Non-Consolidated Entity

   VeraSun Hankinson LLC        Non-Consolidated Entity

   VeraSun Janesville LLC       Non-Consolidated Entity

   VeraSun Ord LLC              Non-Consolidated Entity

   VeraSun Woodbury LLC         Non-Consolidated Entity

   US Bio Marion LLC            Non-Consolidated Entity

As a result of substantive consolidation:

  * all assets and liabilities of the VSE Debtors and the ASA
    Debtors will, for voting and distribution purposes only, be
    treated as if they were merged;

  * each claim against the VSE Debtors and the ASA Debtors will
    be deemed a single Claim against and a single obligation of
    the VSE Debtors and the ASA Debtors;

  * all intercompany claims between and among the VSE Debtors
    and the ASA Debtors, respectively, will be eliminated for
    voting and distribution purposes only; and

  * any obligation of the VSE Debtors and the ASA Debtors and
    all guarantees thereof by one or more of the other VSE
    Debtors and ASA Debtors will be deemed to be one obligation
    of all of the VSE Debtors and ASA Debtors.

The Debtors believe that the amount of proceeds from the sale of
substantially all of the Debtors' assets will be sufficient to
pay all Administrative and Priority Claims that become Allowed,
based upon their estimates.  Accordingly, the Debtors believe
that the Plan is feasible.

              Means for Implementation of the Plan

The Debtors will continue to exist as the Reorganized Debtors
after the Effective Date.  As soon as practicable after the Plan
Administrator exhausts the assets of the Debtors' estates by
making the final distribution of cash under the Plan, the Plan
Administrator will, among others, file the necessary paperwork in
the jurisdictions where the Debtors are incorporated to
effectuate the dissolution of the Reorganized Debtors.

On the Effective Date, the Creditors' Committee will dissolve
automatically and its members will be deemed released of all
their duties except with respect to all matters related to Fee
Claims and appeals of the confirmation order.

On the Effective Date, a Plan Committee will be formed.  The Plan
Committee will consist of three members who will be appointed by
the Creditors' Committee.

                  Cancellation of Securities

On the Effective Date, the promissory notes, share certificates
including treasury stock, the Unsecured Notes, the Unsecured Note
Indenture, other instruments evidencing any Claims or Interests,
and all options, warrants, calls, rights, puts, awards,
commitments or any other agreements of any character to acquire
those Interests will be deemed automatically extinguished,
canceled and of no further force and effect.

                      Liquidation Analysis

The Debtors have liquidated substantially all of their assets
through asset sales during their Chapter 11 Cases and are in the
process of liquidating any remaining assets.  The Debtors believe
that liquidation under Chapter 11 is more beneficial to the
Holders of Claims than a liquidation under Chapter 7 because the
Plan allows the Debtors' remaining assets to be promptly
administered and grants a Plan administrator the right to object
to Claims and to pursue claims and causes of action.  Any
proceeds from claims or causes of action will be distributed in
accordance with the Plan.  The Plan maximizes the recovery to
holders of Claims, the Debtors assert.

Additionally, the Debtors submit that if their bankruptcy cases
were to be converted to Chapter 7 cases, the Estates would incur
the costs of payment of a statutorily allowed commission to the
Chapter 7 trustee, as well as the costs of counsel and other
professionals retained by the trustee.  The Debtors believe the
amount would exceed the amount of expenses that would be incurred
in implementing the Plan and winding up of affairs.

Conversion to Chapter 7 also would likely delay the liquidation
process and ultimately distribution to unsecured creditors, the
Debtors point out.  The Debtors state that their estates would
also be obligated to pay all unpaid expenses incurred during the
Chapter 11 Cases which are allowed in the Chapter 7 cases.

Accordingly, the Debtors believe that holders of Allowed Claims
would receive less than anticipated under the Plan if the Chapter
11 Cases were converted to Chapter 7 cases.

The Debtors add that it is impossible for them to determine with
any specificity the value each creditor will receive as a
percentage of its Allowed Claim.  The difficulty in estimating
the value of recoveries is due to, among others, the inherent
uncertainty in estimating the amount of Administrative Claims
that will ultimately become Allowed, as well as to a lesser
degree, the ultimate amount of Allowed Claims in any Impaired
Class.

Notwithstanding the difficulty in quantifying recoveries to
holders of Allowed Claims with precision, the Debtors believe the
financial disclosures and proposed recoveries to each Class of
Impaired Claims under the Plan imply a greater or equal recovery
to holders of Claims in Impaired Classes than the recovery
available in a Chapter 7 liquidation.  Accordingly, the Plan
Proponents believe that the "best interests" test of Section 1129
of the Bankruptcy Code is satisfied.

A full-text copy of the Chapter 11 Liquidation Plan is available
for free at http://bankrupt.com/misc/VerSPlan.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/VerSDS.pdf

The Court will convene a hearing on September 3, 2009, at
1:30 p.m., to consider approval of the Disclosure Statement.
Objections are due August 31.

The Debtors have also proposed:

   -- August 31, 2009, as the record date for determining the
      holders of stock, bonds, debentures, notes, and other
      securities entitled to receive ballots and the materials
      necessary for voting on a plan as specified in Rule 3017(d)
      of the Federal Rules of Bankruptcy Procedure.

   -- September 10, 2009, as the date by which they must have
      caused Kurtzman Carson Consultants LLC to mail all of the
      Solicitation Packages,

   -- October 8, 2009, at 4:00 p.m. as the last date and time by
      which Ballots for accepting or rejecting the Plan must be
      received by the Voting Agent in order to be counted.

   -- October 8, 2009, as the deadline to send confirmation
      objections

   -- October 14, 2009, as the hearing to consider confirmation of
      the Plan.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid
$72 million for the Albert City facility and $55 million for the
Albion facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Microsoft Wants Payment of Admin. Expense Claim
---------------------------------------------------------------
Microsoft Corporation and VeraSun Energy Corporation are parties
to these agreements:

  a. Business Agreement No. U8917682;
  b. Master Agreement No. 01E68361; and
  c. Enrollment No. 6523194.

Microsoft and US BioEnergy are parties to these agreements:

  a. Business Agreement No. U3876367;
  b. Master Agreement No. 01E67161; and
  c. Enrollment No. 8016367.

According to Hilary Bramwell Mohr, Esq., at Riddell Williams
P.S., in Seattle, Washington, the Debtors have not filed a motion
to assume or reject the VeraSun or US BioEnergy Licenses, and
have not otherwise given Microsoft notice of any intent to assume
or reject either Agreement.  However, in the course of operating
the Debtors' business as Debtors-in-Possession, the Debtors,
through their employees and agents, presumably continue to use
computers that operate software that is Microsoft's copyrighted,
licensed intellectual property, Ms. Bramwell contends.

Alternatively, the Debtors may have transferred Microsoft
software to a purchaser of the Debtors' assets, notwithstanding
their failure to assume and assign the VeraSun License or the US
BioEnergy License as part of any asset sale or to obtain
Microsoft's consent to a transfer of these license agreements,
Ms. Bramwell points out.  She tells the Court that Stephen Neuman
confirmed to Microsoft's counsel in a telephone conversation and
via e-mail in March 2009 that Debtors did not intend to assume
any agreements with Microsoft to assign to an asset buyer.
Nonetheless, VeraSun Energy agreed to sell to Valero all
equipment including computers, and all intellectual property
including that licensed by VeraSun Energy, but did not assume and
assign the VeraSun License as part of that asset sale.

Ms. Bramwell notes that US BioEnergy agreed to sell to RBF
Acquisition VIII LLC all of its equipment, including computers,
and all of its intellectual property, but did not assume and
assign the US BioEnergy License as part of that asset sale.

"Unless Debtors wiped their computers clean of licensed Microsoft
software prior to transferring computers to their asset
purchasers, it is difficult to see how Debtors and the asset
purchasers could have closed their asset sales without
transferring Microsoft's intellectual property," Ms. Bramwell
says.

Ms. Bramwell further asserts that the Debtors do not "own" the
licensed products and software, rather, the products and software
are copyrighted materials that the Debtors have licensed from
Microsoft pursuant to the VeraSun License and the US BioEnergy
License.  Accordingly, the licenses that Debtors have of
Microsoft's software products are licenses of copyrighted
materials and, therefore, may not be assumed or assigned without
Microsoft's consent.

For these reasons, Microsoft asks the Court for:

  * allowance of an administrative expense claim totaling
    $164,958 for use of Microsoft software under the VeraSun
    License and the US BioEnergy License, subject to increase by
    the per diem costs under each License until the
    administrative expense is paid in full;

  * allowance of an administrative expense in an amount
    calculated based on the per diem cost under each of the
    VeraSun License and the US BioEnergy License for the
    duration of time the Debtors actually used Microsoft's
    licensed software to operate their business; and

  * an order requiring the Debtors to pay the administrative
    expense allowed within five days of the entry of an order
    approving Microsoft's request.

If the Debtors have transferred any software licensed under
either the VeraSun or the US BioEnergy Licenses to an asset
purchaser, Microsoft asks the Court to compel the Debtor to
assume the License or Licenses, cure all defaults thereunder, and
obtain Microsoft's consent to an assignment of the licenses to
the purchaser.

If the Debtors maintain that they have not used or have ceased
using the licensed software postpetition, Microsoft asks the
Court for an order requiring Debtors to make the representation,
to reject the VeraSun and US BioEnergy Licenses, and to deinstall
all licensed software from their computers within five days after
entry of the order.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid
$72 million for the Albert City facility and $55 million for the
Albion facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Treatment of Claims Under Chapter 11 Plan
---------------------------------------------------------
The joint Chapter 11 plan of liquidation and an accompanying
disclosure statement proposed by VeraSun Energy Corporation, its
debtor affiliates, and co-sponsored by the Official Committee of
Unsecured Creditors provides these classification and treatment of
Claims and Interests:

  Claim/Interest               Plan Treatment
  --------------               --------------
  Administrative Claims        Will receive cash equal to the
                               unpaid portion of the Allowed
                               Administrative Claim or less
                               favorable treatment as to which
                               the holder of the Allowed
                               Administrative Claim have agreed
                               on

  Priority Tax Claims          Will be satisfied (i) in cash
                               equal to the amount of the
                               Allowed Priority Tax Claim, (ii)
                               in less than favorable treatment
                               as agreed on by the holder of the
                               Allowed Priority Tax Claim, or
                               (iii) cash payable in installment
                               payments over a period of not
                               more than five years after the
                               Petition Date

  Class 2A Prepetition         * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against the ASA Debtors      * will receive, in full
                                 satisfaction, its Pro Rata
                                 share of the proceeds
                                 of the Collateral, if any,
                                 securing the obligations of the
                                 ASA Debtors under the
                                 Prepetition WestLB/ASA Credit
                                 Agreement

  Class 4A Prepetition         * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against VeraSun Albert       * will receive, in full
  City LLC                       satisfaction, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 the obligations under the
                                 Prepetition Albert City Credit
                                 Agreement

  Class 5A Prepetition         * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against VeraSun Central      * will receive its Pro Rata share
  City LLC                       of the proceeds of the
                                 Collateral if any, securing
                                 VeraSun Central City LLC's
                                 obligations under the
                                 Prepetition Central City Credit
                                 Agreement

  Class 6A Prepetition         * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against VeraSun Dyersville   * will receive, in full
  LLC                            satisfaction, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 VeraSun Dyersville LLC's
                                 obligations under the
                                 Prepetition Dyersville Credit
                                 Agreement

  Class 7A Prepetition         * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against VeraSun Hankinson    * will receive, in full
  LLC                            satisfaction, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 VeraSun Hankinson LLC's
                                 obligations under the
                                 Prepetition Hankinson Credit
                                 Agreement

  Class 8A Prepetition         * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against VeraSun Janesville   * will receive, in full
                                 satisfaction, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 VeraSun Janesville LLC's
                                 obligations under the
                                 Prepetition Janesville Credit
                                 Agreement

  Class 9A Prepetition         * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against VeraSun Ord LLC      * will receive, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 VeraSun Ord LLC's obligations
                                 under the Prepetition Ord
                                 Credit Agreement

  Class 10A Prepetition        * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against VeraSun Woodbury     * will receive, in full
                                 satisfaction, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 VeraSun Woodbury LLC's
                                 obligations under the
                                 Prepetition Woodbury Credit
                                 Agreement

  Class 11A Prepetition        * conclusively presumed to have
  Secured Lender Claims          accepted the Plan
  against US Bio Marion LLC    * will receive, in full
                                 satisfaction, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 the obligations of US Bio
                                 Marion LLC under the
                                 Prepetition Dougherty/Marion
                                 Credit Agreements

  Classes 1B through 11B       * conclusively presumed to have
  Other Secured Claims           accepted the Plan
                               * will receive, in full
                                 satisfaction, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 the Other Secured Claim up to
                                 the amount of an Allowed Other
                                 Secured Claim

  Class 1C Prepetition         * conclusively presumed to have
  Makewhole Claims against       accepted the Plan
  the VSE Debtors              * will receive, in full
                                 satisfaction, its Pro Rata
                                 share of the proceeds of the
                                 Collateral, if any, securing
                                 the obligations of the VSE
                                 Debtors under the VSE Secured
                                 Notes

  Classes 1D through 11D       * conclusively presumed to have
  Non-Tax Priority Claims        accepted the Plan
                               * will receive, in full
                                 satisfaction, (A) Cash equal to
                                 the amount of the Allowed Non-
                                 Tax Priority Claim or (B) a
                                 less favorable treatment as to
                                 which the Debtors and the
                                 Holder of the Allowed Non-Tax
                                 Priority Claim have agreed upon
                                 in writing

  Classes 2E and 4E through    * entitled to vote
  11E Lender Deficiency        * will receive its pro rata share
  Claims against Non-VSE         of available cash, if any, of
  Debtors other than             the Debtor against which the
  US Bio Energy Corporation      claim is allowed

  Classes 1F through 11F       * entitled to vote
  Other Deficiency Claims      * will receive its Pro Rata share
                                 of Available Cash, if any, of
                                 the Debtor against which the
                                 Claim is Allowed

  Classes 1G through 11G       * entitled to vote
  General Unsecured Claims     * will receive its Pro Rata share
                                 of Available Cash, if any, of
                                 the Debtor against which the
                                 Claim is Allowed

  Class 3H Guaranty Claims     * entitled to vote
  against US Bio Energy        * will receive its Pro Rata share
                                 of Available Cash, if any, of
                                 US Bio Energy Corporation

  Classes 1I through 11I       * conclusively presumed to have
  Interests                      rejected the Plan
                               * will not receive or retain any
                                 Distribution or other property

Pursuant to the provisions of the Bankruptcy Code, only holders
of allowed claims or equity interests in classes of claims or
equity interests that are impaired and that are in a class that
will receive a distribution under a proposed Chapter 11 plan are
entitled to vote to accept or reject a proposed Chapter 11 plan.

Classes of claims or equity interests in which the holders of
claims or equity interests are unimpaired under a Chapter 11 plan
are deemed to have accepted the plan and are not entitled to vote
to accept or reject the plan.  Classes of claims or interests
that receive no distribution on account of their claims or
interests are deemed to have rejected the plan and are not
entitled to vote to accept or reject the plan.

Under the Plan, only these Holders of Claims in the Classes are
entitled to vote on the Plan:

  * Classes 2E and 4E through 11E -- Lender Deficiency Claims
    against Non-VSE Debtors other than US Bio Energy Corporation

  * Classes 1F through 11F -- Other Deficiency Claims

  * Classes 1G through 11G -- General Unsecured Claims

  * Class 3H -- Guaranty Claims against US Bio Energy
    Corporation

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid
$72 million for the Albert City facility and $55 million for the
Albion facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VILLAGE AT OAKWELL: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Village At Oakwell Farms, LTD
           fdba El Chaparral Apartments
        21 Lynn Batts Lane #10
        San Antonio, TX 78218

Bankruptcy Case No.: 09-52932

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: Martin Warren Seidler, Esq.
                  11107 Wurzbach Rd, Suite 504
                  San Antonio, TX 78230
                  Tel: (210) 694-0300
                  Email: seidlerlaw@yahoo.com

Total Assets: $1,205,347

Total Debts: $4,359,790

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

            http://bankrupt.com/misc/txwb09-52932.pdf

The petition was signed by Phil Bakke, president of the Company.


VINCENZA RESTIANO: Files for Ch 11; To Pay 10% of Unsec. Debts
--------------------------------------------------------------
Ernie Garcia at lohud.com reports that citing "extremely
difficult" finances, Vincenza Restiano has filed for Chapter 11
bankruptcy protection and is seeking to pay 10% of her unsecured
debts, or credit card debts.

According to lohud.com, Ms. Garcia's debts include:

     -- $125,000 in credit card debt; and

     -- $1,047,000 on a mortgage for her home at 10 Merriam Place
        in east Yonkers;

Court documents say that Ms. Restiano is self-employed, selling
Avon and Herbalife products, with $8,570 in monthly expenses,
including a mortgage payment of $5,885.  According to county land
records, Ms. Restiano lived in her home for decades and obtained
her mortgage of $1,237,500 on April 18, 2007.  Court documents
show that Ms. Restiano is current on her mortgage payments.

According to court documents, Ms. Restiano's court filings
indicate that her goal is to pay about 10 percent of her debts to
unsecured creditors, meaning the credit card companies.

Vincenza Restiano is a veteran of Yonkers politics who served
three terms as City Council president through 2003, when she was
forced out of the position due to term limits.  She ran for mayor
twice against current Mayor Phil Amicone in Republican primaries
in 2003 and 2007.  Board of Elections records show that she spent
at least $40,000 of her own money in her 2007 mayoral bid.  Ms.
Restiano and Mr. Amicone reconciled after the 2003 election, and
he appointed her director of the city's consumer protection
office.  In 2005, about 18 months after her appointment, Ms.
Restiano was forced to quit the $105,000-a-year job because she
had never taken the required Civil Service exam.


VINEYARDS PROPERTY: To Seek Dismissal of Chapter 11 Case
--------------------------------------------------------
Ford Elsaesser, who represents Vineyards Property LLC in its
restructuring efforts, told the Hon. Frank Kurtz of the U.S.
Bankruptcy Court for the Eastern District of Washington that the
Company's will seek to dismiss its Chapter 11 case on September 4,
David Lester at Yakima Herald-Republic reports.

Yakima Herald-Republic states that creditor Stark Onshore Master
Holding sought in May 2009 to have Vineyards Property's bankruptcy
case dismissed, so that it could proceed foreclosure on the 500-
acre property along Nightingale Road, which was to be the site of
a $100 million wine-themed destination golf and residential
complex.  According to the report, Stark Onshore is trying to
collect on a delinquent $12.9 million loan made in 2006.  Stark
Onshore claimed that its interest in the property is eroding and
that the developers have shown no ability to complete the project,
the report states.

Stark Onshore, says Yakima Herald-Republic, is seeking a judgment
against the five guarantors of the $12.9 million loan in Yakima
County Superior Court.

Vineyards Property's backers still haven't been able to put
together a reorganization plan to resurrect the project that will
satisfy its major creditor, a Wisconsin hedge fund, Yakima Herald-
Republic says, citing Mr. Mr. Elsaesser.

Yakima Herald-Republic states that Judge Kurtz also set a
September 29 hearing on the dismissal should the dismissal not
occur as proposed.

Vineyards Property LLC is the developer of a proposed 582-home
development in the wine country around Ellensburg, Washington.
The Company filed for Chapter 11 bankruptcy protection on
November 20, 2008 (Bankr. E.D. Wash. Case No. 08-04858).  The
Company estimated debts of up to $50 million.


VINEYARDS PROPERTY: To Recoup $3.2 Million in Funds From Dincom
---------------------------------------------------------------
David Lester at Yakima Herald-Republic reports that Dincom Inc.,
in a settlement reached with Vineyards Property LLC, will repay
the Company about $3.2 million.

Dincom is a Georgia firm hired in 2008 to help Vineyards Property
secure financing.  According to Yakima Herald-Republic, Vineyards
Property was seeking the return of $3.2 million in funds put up by
the initial purchasers of lots in the development as a fee should
Dincom obtain $80 million to complete the project's first phase.
Yakima Herald-Republic says that no funding was secured, resulting
in Vineyards Property's bankruptcy filing.  The Company couldn't
meet payments to Stark Onshore Master Holding.

Court documents say that Vineyards Property said that the
$3.2 million in funds were improperly transferred to Dincom's
control, breaching the agreement because no funding was made
available.

Dincom, according to court documents, agreed to repay the money in
installments.  Yakima Herald-Republic relates that a hearing on
the settlement is set for August 17.

Vineyards Property LLC is the developer of a proposed 582-home
development in the wine country around Ellensburg, Washington.
The Company filed for Chapter 11 bankruptcy protection on
November 20, 2008 (Bankr. E.D. Wash. Case No. 08-04858).  The
Company estimated debts of up to $50 million.


VISHAY INTERTECHNOLOGY: S&P Raises Corporate Credit Rating to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Malvern, Pennsylvania-based Vishay Intertechnology Inc.
to 'BB' from 'BB-' and removed the rating from CreditWatch with
developing implications, where it was placed on June 5, 2009.  The
outlook is stable.

"The ratings on Vishay reflect volatile operating trends through a
business cycle, expectations for a somewhat leveraged capital
structure over time, and shareholder-oriented financial policies,"
said Standard & Poor's credit analyst Lucy Patricola.  A strong
overall market position in the fragmented passive and active
electronics components markets, a diverse customer base, and low
technology risks partially mitigate these factors.   Vishay had
$650.6 million of adjusted debt (including pension) as of June 27,
2009.


VISTEON CORP: Kirkland & Ellis Charges $3.26MM for June Work
------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, two of
Visteon Corp.'s professionals seek allowance of fees and
reimbursement of expenses for the period from May 28, 2009,
through June 30, 2009:

Professional                      Fees        Expenses
------------                    ----------    --------
Kirkland & Ellis LLP            $3,257,729     $59,730
Dickinson Wright PLLC              245,366       3,581

Kirkland & Ellis serves as the Debtors' counsel.  Dickinson
Wright serves as special counsel to the Debtors.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: To Close Lansdale Plant, Cuts 300 Jobs
----------------------------------------------------
Visteon Corp. intends to close a big plant in Lansdale,
Philadelphia, that manufactures electronics and controls for
vehicles, eliminating about 300 jobs by the end of the year,
according to The Philadelphia Business Today reported.  Majority
of the hourly workers are represented by the United Autoworkers
Local 1695.

The Lansdale plant opened in 1990 and at one time, had about
1,000 workers.

"We do not believe there is a viable business case to continue
operating the plant," the Philadelphia Business Today quoted
Steve Meszaros, president of Visteon's electronics product group,
as saying.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WADE OFFSHORE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wade Offshore, LLC
        9821 Katy Freeway, Suite 1050
        Houston, TX 77024-1218

Bankruptcy Case No.: 09-20492

Chapter 11 Petition Date: August 3, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Harlin C. Womble Jr., Esq.
                  Jordan Hyden et al
                  500 N Shoreline Blvd., Suite 900 N
                  Corpus Christi, TX 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555
                  Email: ecf@jhwclaw.com

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

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

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

            http://bankrupt.com/misc/txsb09-20492.pdf

The petition was signed by Frank C. Wade, managing director of the
Company.


WOODSIDE GROUP: Alameda Committee Can Employ RHD as Gen. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted the official committee of unsecured creditors of the
bankruptcy estate of Alameda Investments, LLC, permission to
employ Rutter Hobbs & Davidoff as its general counsel, effective
as of May 20, 2009.

As general bankruptcy counsel to the Alameda Committee, RHD will:

  (a) assist the Alameda Committee with respect to the motion of
      J.P. Morgan Chase Bank, N.A., for the appontment of a
      Chapter 11 trustee for Alameda;

  (b) provide the Alameda Committee legal advice regarding the
      joint plan and disclosure statement, including the proposed
      "settlement" that has been offered as part of it; and

  (c) assist the Alameda Committee with an investigation of the
      Transferred Joint Ventures, the Transferred Obligations and
      more generally, Alameda's transactions with Liberty Holdings
      Group, LLC and the Woodside Group Debtors, including an
      investigation of any claims against insiders which Alameda
      may possess.

The Alameda Committee has not made any arrangement with RHD with
regard to RHD's compensation for its services to the estate.  RHD
has agreed to apply to the Court for approval of its fees and
reimbursement of its costs.

Brian L. Davidoff, a shareholder at RHD, told the Court that the
firm has no connection with Alameda, the creditors or any other
party-in-interest in the Alameda case, adverse or otherwise,
except that RHD represents JP Morgan Chase Securities, Inc. in a
matter wholly unrelated to RHD's representation of the Alameda
Committee.  JP Morgan Chase Securities is an affiliate of J.P.
Morgan Chase Bank.

                       About Woodside Group

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On August 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On August
20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On September 16, 2008, the Debtors filed a
"Consolidated Answer to Involuntary Petitions and Consent to Order
for Relief" and the Court entered the "Order for Relief Under
Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Harry D. Hochman, Esq., Jeremy V. Richards, Esq., Linda F. Cantor,
Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtors as counsel.

During 2007, the Woodside entities generated revenues exceeding
$1 billion on a consolidated basis.  As of December 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the September 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.

In its schedules, Woodside Group, LLC, listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


WP EVENFLO: Moody's Upgrades Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded WP Evenflo Holdings, Inc.'s
corporate family rating to B3 from Caa1 and the rating on the
first lien senior secured credit facilities to B2 from B3.
Concurrently, Moody's changed the probability-of-default rating to
Caa1/LD from Caa1 following the company's recent out-of-court
financial restructuring that resulted in the conversion of its
$45 million second lien term loan to common and preferred equity.
Moody's downgraded the rating on the second lien term loan to C
from Caa2 to reflect the losses incurred by lenders as a result of
this transaction.  The LD designation signifies a limited default.
This designation will be removed in approximately three days.  At
that time, Moody's expects to withdraw the rating on the second
lien term loan.  This action completes a ratings review that was
initiated on May 12, 2009.  The ratings outlook is stable.

On June 18, 2009, Evenflo completed an out-of-court restructuring
that resulted in a $23 million equity infusion from existing
sponsors, and second lien term loan holders converting their debt
to common and preferred equity.  Additionally, all existing common
and preferred equity was extinguished.  As part of the
restructuring, the company also secured an amendment to the first
lien credit agreement that (among other things) extended the
maturity of the revolving credit facility to 2013 from 2012, set
new financial covenants, and increased the interest rate.

The upgrade of the corporate family rating reflects the material
reduction in financial leverage following the aforementioned
restructuring of the second lien debt.  The upgrade also reflects
the company's improved liquidity given that a portion of the
equity infusion was applied to revolving credit facility
borrowings and that the new amendment includes flexible financial
covenants.  Notwithstanding these positives, the rating considers
that leverage is still high (based on estimated financial
performance for the twelve months ended June 30, 2009) even after
this transaction.  Given expectations for limited near-term cash
flow generation, it is critical that the company expand EBITDA
levels to improve its credit metrics.

The ratings incorporate Moody's expectation that the company will
file its 2008 annual report within the time-frame required by the
credit agreement.

This rating was changed:

  -- Probability-of-Default Rating to Caa1/LD from Caa1.

This rating was upgraded:

  -- Corporate Family Rating to B3 from Caa1.

  -- $40 million senior secured revolving credit facility due 2013
     to B2 (LGD2, 25%) from B3 (LGD3, 33%);

  -- $121 million first lien term loan due 2013 to B2 (LGD2, 25%)
     from B3 (LGD3, 33%).

This rating was downgraded:

  -- $45 million second lien term loan due 2014 to C (LGD6, 90%)
     from Caa2 (LGD5, 78%).

The stable outlook reflects Moody's expectation that Evenflo will
sustain recent margin improvements and expand upon its earnings
such that credit metrics materially improve from current levels.
The outlook also incorporates Moody's expectation that Evenflo
will maintain adequate liquidity, including flexibility under its
revised covenants.

Given that the company's new capital structure only consists of
first lien debt, the probability-of-default rating remains one
notch below the corporate family rating.

The last rating action was on May 12, 2009, when Moody's
downgraded Evenflo's corporate family rating to Caa1 from B3, the
first lien senior secured credit facilities to B3 from B1, and the
second lien term loan to Caa2 from Caa1.  The ratings remained
under review for further possible downgrade.

Headquartered in Miamisburg, Ohio, WP Evenflo is a leading
provider of infant and juvenile products including car seats
(convertible, booster, and infant), on-the-go products (strollers,
travel systems, and portable playards), feeding products (breast
pumps, feeding systems, bottles, high chairs, and pacifiers), and
playtime products (carriers, stationary activity centers, and
safety gates).


* Consumer Filings Rise to Highest Level Since 2005
---------------------------------------------------
U.S. consumer bankruptcy filings reached 126,434 in July, the
highest monthly total since the Bankruptcy Abuse Prevention and
Consumer Protection Act was implemented in October 2005, according
to the American Bankruptcy Institute (ABI), relying on data from
the National Bankruptcy Research Center (NBKRC).

The July 2009 consumer filing total represented a 34.3% increase
nationwide from the same period a year ago, and an 8.7% increase
over the June 2009 consumer filing total of 116,365. Chapter 13
filings constituted 28.3% of all consumer cases in July, slightly
above the June rate.

"Today's bankruptcy filing number reflects the sustained and
growing financial stress on U.S. households," said ABI Executive
Director Samuel J. Gerdano.  "Rising unemployment on top of high
pre-existing debt burdens is a formula for higher bankruptcies
through the end of this year."


* Pending Sales of Existing Homes in U.S. Surge 3.6%
----------------------------------------------------
Pending home sales are up for the fifth consecutive month, the
first time in six years for such a streak, the National
Association of Realtors(R) said August 4.

The Pending Home Sales Index, a forward-looking indicator based on
contracts signed in June, rose 3.6% to 94.6 from an upwardly
revised reading of 91.3 in May, and is 6.7% above June 2008 when
it was 88.7.  The last time there were five consecutive monthly
gains was in July 2003.

Lawrence Yun, NAR chief economist, said a combination of positive
market factors is fueling the gains.  "Historically low mortgage
interest rates, affordable home prices and large selection are
encouraging buyers who've been on the sidelines.  Activity has
been consistently much stronger for lower priced homes," he said.
"Because it may take as long as two months to close on a home
after signing a contract, first-time buyers must act fairly soon
to take advantage of the $8,000 tax credit because they must close
on the sale by November 30."


* U.S. Personal Incomes Fall 1.3%, Biggest Drop in 4 Years
----------------------------------------------------------
Personal income decreased $159.8 billion, or 1.3%, and disposable
personal income decreased $143.8 billion, or 1.3%, in June, the
Bureau of Economic Analysis said August 4.

Personal consumption expenditures increased $41.4 billion, or
0.4%.  In May, personal income increased $155.1 billion, or 1.3%,
DPI increased $168.7 billion, or 1.6%, and PCE increased $9.0
billion, or 0.1%, based on revised estimates.

The June change in personal income reflects selected provisions of
the American Recovery and Reinvestment Act of 2009, which boosted
personal current transfer receipts in May much more than in June.
Excluding these receipts, personal income decreased $7.8 billion,
or 0.1%, in June, following a decrease of $2.5 billion, or less
than 0.1%, in May.

According to Carla Main at Bloomberg News, the 1.3% drop is more
than forecast and the biggest drop in four years, signaling that
consumer spending will take time to recover.


* Houlihan Lokey Ranked Among Top M&A Advisors in H1 2009
---------------------------------------------------------
Houlihan Lokey said the firm ranked no. 2 M&A advisor for U.S.
transactions in the first half of 2009 according to M&A league
tables published by FactSet Mergerstat LLC.

Despite turmoil in the financing and overall M&A markets, Houlihan
Lokey has continued to close deals throughout the first half of
2009.

Houlihan Lokey remained highly competitive as demonstrated by its
advisory ranking.  The top M&A advisory firms tied with 28
transactions. Houlihan Lokey and JP Morgan Chase tied for second
with 26 transactions each. Morgan Stanley was third with 23
transactions, Goldman Sachs and Citigroup tied for fourth.

"Once again, our proven sound advice coupled with impeccable
execution delivers results regardless of market conditions," said
Scott Adelson, senior managing director and global co-head of
investment banking for Houlihan Lokey.

Houlihan Lokey's dedication to delivering positive results for its
clients consistently earns strong recognition for the firm.
Houlihan Lokey was honored as Investment Banking Firm of the Year
in 2008 by The M&A Advisor and in addition, The Financial Times
and Mergermarket named Houlihan Lokey the 2008 Mid Market
Financial Advisor of the Year in the U.S.

                       About Houlihan Lokey

Houlihan Lokey -- http://www.HL.com/-- an international
investment bank, provides a wide range of advisory services in the
areas of mergers and acquisitions, financing, financial
restructuring, and valuation. The firm was ranked the No. 1 M&A
advisor for U.S. transactions under $2 billion in 2008 and the No.
1 U.S. fairness opinion advisor over the past 10 years by Thomson
Reuters.  In addition, the firm advised in 11 of the 15 largest
corporate bankruptcies and on over 500 restructuring transactions
valued in excess of $1.25 trillion in the past 10 years.  The firm
has over 800 employees in 14 offices in the United States, Europe
and Asia.


* Scott Marcus Named One of Top Bankruptcy Attorneys
----------------------------------------------------
In its August 2009 issue, SJ Magazine published a list of top
lawyers in South Jersey, categorized by area of practice from "A"
to "Z."  Scott Marcus, president of Scott H. Marcus & Associates,
was listed as one of the top six bankruptcy attorneys in the area
on the list of "Top 2009 Attorneys."

"It is quite an honor to be recognized in this publication,
especially since I was chosen by my peers," said Marcus. "During
these uncertain economic times, individuals and businesses need to
know who to reach out to for resolution of their legal problems. I
am pleased to be considered able to provide that guidance."

Scott Marcus has been practicing law for more than 30 years and
has an extensive background in commercial litigation, real estate
development, collections, and all aspects of bankruptcy practice.
Scott H. Marcus & Associates offers businesses and individuals in
financial distress or debt advice, counsel and guidance through
the legal process while being sensitive to all of their clients'
needs.

Established in 1984 Scott H. Marcus & Associates --
http://www.marcuslaw.net/and http://www.marcuscollections.net/--
provides businesses and individuals with outstanding legal
services in a variety of practice areas including corporate law,
debt collection, bankruptcy, real estate, wills and estates.

Headquartered in Washington Township/Turnersville, N.J., the firm
is equipped with a full staff of attorneys, paralegals, and
support personnel and is committed to excellence in client
service.



* Fried Frank Elects Seven New Partners
---------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP said seven lawyers
have been elected to the Firm's partnership.  As of September 1,
2009, the new partners are Lisa H. Bebchick, Shahzeb Lari, Beth C.
McClain, Jeffrey Ross, David Selden, William C. Thum and Edward F.
Ughetta.

In a joint statement, Valerie Ford Jacob, Fried Frank's
Chairperson, and Justin Spendlove, Fried Frank's Managing Partner,
stated, "We are proud to welcome these new partners to the Firm.
They are each outstanding lawyers that share in our commitment and
dedication to our clients, and they will play an integral role in
the success and continued strength of the Firm in the years to
come."

Attorneys elected to partner:

Lisa H. Bebchick, an attorney in the Litigation Department in the
Firm's New York office, focuses her practice on all aspects of
civil and criminal litigation matters in federal and state courts
and at the trial and appellate levels. As a member of the Firm's
Government Investigations and Regulatory Counseling practice, she
has also represented clients in connection with US Attorney's
Office, Office of New York Attorney General, and Securities and
Exchange Commission investigations, as well as corporate internal
investigations. Ms. Bebchick's pro bono work includes representing
indigent federal criminal defendants. She received her JD, magna
cum laude, from Boston University School of Law in 2001 and her
BA, cum laude, from the University of Pennsylvania in 1998. She is
admitted to the bar in New York and Massachusetts and she is
admitted to practice in the courts of the Southern, Eastern and
Northern Districts of New York and the Second, Ninth, and Tenth
Circuit Courts of Appeals, and the United States Supreme Court.

Shahzeb Lari, an attorney in the Litigation Department in the
Firm's New York office, primarily focuses his practice on the
litigation of corporate and commercial disputes, with an emphasis
on securities and shareholder litigations, corporate governance
matters, and other complex business disputes. Mr. Lari has
recently been involved in a number of matters relating to the
subprime credit crisis, as well as litigations arising from failed
M&A transactions. He received his JD from the New York University
School of Law in 2001 and his BA from Oberlin College in 1998. He
is admitted to the bar in New York.

Beth C. McClain, an attorney in the Litigation Department in the
Firm's Washington, DC office, focuses her practice on health care
fraud and regulatory compliance matters, with an emphasis on the
defense of False Claims Act suits brought by qui tam relators and
the United States. Ms. McClain also handles issues arising under
the Anti-Kickback Statute, Foreign Corrupt Practices Act, Stark
Law, and federal privacy and civil rights laws. She frequently
advises investors and health care companies in connection with
acquisitions and securities offerings involving virtually every
sector of the health care industry. She joined the Firm in 1998
and became special counsel in 2005. Before entering the practice
of law, Ms. McClain served as a commissioned officer in the United
States Public Health Service. Ms. McClain received her JD, with
distinction, from Stanford Law School in 1992 and her BSN, magna
cum laude, from Boston College in 1983. She is admitted to the bar
in the District of Columbia.

Jeffrey Ross, an attorney in the Executive Compensation & Employee
Benefits Department in the Firm's New York office, has experience
with a wide range of benefits and compensation matters and the
numerous federal and state laws that govern the field. In addition
to assisting in the design and operation of various tax qualified,
non-qualified, and equity based compensation arrangements, he has
counseled extensively regarding the ERISA issues relating to the
organization and operation of private investment funds. Mr. Ross
joined the Firm in 2008. He received his JD from the New York
University School of Law in 2001 and his BA, cum laude, from Yale
University in 1998. He is admitted to the bar in New York.

David Selden, an attorney in the Corporate Department in the
Firm's New York office, works on a variety of asset management and
securities law matters with an emphasis on private investment
vehicles including hedge funds, private equity funds, real estate
funds and funds-of-funds. As a member of the Asset Management
practice, Mr. Selden has experience advising major financial
institutions, fund sponsors and investment advisors on commercial,
securities and compliance matters. He joined the Firm in 2005. Mr.
Selden received his JD, magna cum laude, from the University of
Minnesota Law School in 2001 and his BA from the University of
Virginia in 1996. He is admitted to the bar in New York.

William C. Thum, an attorney in the Corporate Department in the
Firm's New York office, concentrates his work on matters involving
derivatives and has extensive experience in tailoring derivatives
documentation across fixed income and equity derivatives products
including prime brokerage. As special counsel, Mr. Thum has been
instrumental in assisting clients, including investment funds, in
developing and updating derivatives documentation policies and
trading agreement templates, analyzing risk in legacy agreements,
assisting in derivatives litigation and drafting transaction
agreements for complex equity and credit derivatives trading. An
active speaker, Mr. Thum is often called on to address issues
relating to counterparty risk and he has presented numerous
training sessions on derivatives documentation. Prior to joining
Fried Frank in 2008, Mr. Thum was Executive Director and Head of
Institutional Securities Documentation - Americas at Morgan
Stanley, managing a team of lawyers supporting derivatives trading
for US and emerging markets clients. He received his JD from
American University, Washington College of Law in 1985 and his BA
from Bucknell University in 1982. He is admitted to the bar in New
York and Pennsylvania.

Edward F. Ughetta, an attorney in the Corporate Department in the
Firm's New York office, concentrates his practice in the asset
management and private equity groups, where he represents private
equity sponsor groups in their fund-raising and investment
programs, as well as the representation of institutional investors
in their private equity and venture capital investment programs.
In addition, Mr. Ughetta advises on governance issues and
securities law matters relating to investment funds. He also has
experience in hedge fund formation, funds-of-funds, and secondary
investments in private equity funds and portfolio company
transactions. He joined the Firm in 2007 as special counsel. He
received his JD from Cornell Law School and his MBA from Cornell
University, The Johnson School of Management in 1996, and his AB
from Princeton University in 1990. He is admitted to the bar in
New York.

Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is an international law firm with
more than 550 attorneys in offices in New York, Washington, D.C.,
London, Paris, Frankfurt, Hong Kong and Shanghai.  Fried Frank
lawyers regularly represent many of the world's leading
corporations and financial institutions.  The Firm has an
association with Huen Wong & Co. in Hong Kong.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Gerry P. Espinoza
   Bankr. E.D. Calif. Case No. 09-35643
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/caeb09-35643.pdf

In Re Merchant Banking Services, Inc.
       aka MBS, Inc.
   Bankr. D. Colo. Case No. 09-25097
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/cob09-25097p.pdf
         See http://bankrupt.com/misc/cob09-25097c.pdf

In Re KXL Enterprises Corporation
   Bankr. S.D. Fla. Case No. 09-25252
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/flsb09-25252.pdf

In Re Michael Albert Pont
      Donna Marie Engelberts-Pont
   Bankr. E.D. Tenn. Case No. 09-52059
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/tneb09-52059.pdf

In Re Stephen Daryl Young
       dba Youngs Environmental
       dba American Indian Communications
       dba American Indian Solar
      Karen L. Arthur Young
       aka Karen L Arthur
       aka Karen Young
   Bankr. C.D. Calif. Case No. 09-27089
      Chapter 11 Petition filed July 28, 2009
         Filed as Pro Se

In Re Uriel Gonzalez
   Bankr. E.D. Calif. Case No. 09-35762
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/caeb09-35762.pdf

In Re Donald S. Stirling
   Bankr. N.D. Calif. Case No. 09-46800
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/canb09-46800.pdf

In Re Interdenominational Fellowship of Ministries
   Bankr. N.D. Calif. Case No. 09-46745
      Chapter 11 Petition filed July 28, 2009
         Filed as Pro Se

In Re Stirling Architects, Inc.
   Bankr. N.D. Calif. Case No. 09-46788
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/canb09-46788.pdf

In Re 115 Allen Ground, LLC
   Bankr. D. Conn. Case No. 09-51457
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/ctb09-51457.pdf

In Re Buy The Bay Investments, Inc.
   Bankr. M.D. Fla. Case No. 09-16242
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/flmb09-16242.pdf

In Re Damon Amara Cox
   Bankr. M.D. Fla. Case No. 09-06228
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/flmb09-06228p.pdf
         See http://bankrupt.com/misc/flmb09-06228c.pdf

In Re Vortech, Inc.
   Bankr. M.D. Fla. Case No. 09-10879
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/flmb09-10879p.pdf
         See http://bankrupt.com/misc/flmb09-10879c.pdf

In Re Melanie McKemie Anderson
   Bankr. N.D. Ga. Case No. 09-79466
      Chapter 11 Petition filed July 28, 2009
         Filed as Pro Se

In Re A and L of Northeast, Inc.
   Bankr. W.D. La. Case No. 09-31610
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/lawb09-31610.pdf

In Re Anthony G. Garcia
   Bankr. D. Md. Case No. 09-23810
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/mdb09-23810.pdf

In Re Spiro Vrouhas
   Bankr. D. Mass. Case No. 09-43044
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/mab09-43044.pdf

In Re Premier Investment Group
   Bankr. E.D. Mich. Case No. 09-63396
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/mieb09-63396.pdf

In Re Abraham J. Rosenberg
   Bankr. E.D. N.Y. Case No. 09-46327
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/nyeb09-46327.pdf

In Re Isack Rosenberg
   Bankr. E.D. N.Y. Case No. 09-46326
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/nyeb09-46326.pdf

In Re Daniel Alexander Boudreau
   Bankr. N.D. Tex. Case No. 09-34789
      Chapter 11 Petition filed July 28, 2009
         Filed as Pro Se

In Re James T. Szostek
       dba  Jolly Jim's Pets
       dba Jolly Jim's Pets Too
      Mary Alice Szostek
   Bankr. W.D. Tex. Case No. 09-31623
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/txwb09-31623.pdf

In Re Craig Bernhart DDS, PS
   Bankr. W.D. Wash. Case No. 09-17484
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/wawb09-17484.pdf

In Re Leslie Grant Christensen
      Johnne Jean Christensen
   Bankr. D. Wyo. Case No. 09-20719
      Chapter 11 Petition filed July 28, 2009
         See http://bankrupt.com/misc/wob09-20719.pdf

In Re Lake Wedowee Citgo, Inc.
   Bankr. N.D. Ala. Case No. 09-42224
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/alnb09-42224p.pdf
         See http://bankrupt.com/misc/alnb09-42224c.pdf

In Re Hernandez & Associates, LLC
   Bankr. D. Alaska Case No. 09-00516
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/akb09-00516p.pdf
         See http://bankrupt.com/misc/akb09-00516c.pdf

In Re Kingston Village Partners, LLC
   Bankr. E.D. Calif. Case No. 09-35781
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/caeb09-35781.pdf

In Re Tina Alisha Kouloulias
       aka 7100 Bowling Land Trust Trustee
       aka Better Than The Rest Inc.
       aka Kash Inc.
   Bankr. N.D. Calif. Case No. 09-46843
      Chapter 11 Petition filed July 29, 2009
         Filed as Pro Se

In Re Cook Systems, LLC
   Bankr. M.D. Fla. Case No. 09-16294
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/flmb09-16294.pdf

In Re Benjamin Perez
   Bankr. N.D. Ill. Case No. 09-27470
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/ilnb09-27470.pdf

In Re J.C. Services, Inc.
   Bankr. S.D. Iowa Case No. 09-03656
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/iasb09-03656.pdf

In Re John T. Orgon
   Bankr. E.D. La. Case No. 09-12300
      Chapter 11 Petition filed July 29, 2009
         Filed as Pro Se

In Re Blue Knob Alliance Limited Partnership
   Bankr. W.D. Pa. Case No. 09-70918
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/pawb09-70918.pdf

In Re Rob Bern II, Inc.
   Bankr. W.D. Pa. Case No. 09-25568
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/pawb09-25568.pdf

In Re M.R.A. Servicios de Contabilidad, C.S.P.
       dba Manuel Rivera y Asociados
   Bankr. D. P.R. Case No. 09-06176
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/prb09-06176.pdf

In Re Goddard Homes, LLC
   Bankr. M.D. Tenn. Case No. 09-08488
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/tnmb09-08488.pdf

In Re Daniel Alexander Boudreau
   Bankr. N.D. Tex. Case No. 09-34789
      Chapter 11 Petition filed July 28, 2009
         Filed as Pro Se

In Re Choo Choo Train Academy, Inc.
   Bankr. S.D. Tex. Case No. 09-35362
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/txsb09-35362.pdf

In Re Phillip Thompson
      Jeanne M. Thompson
   Bankr. W.D. Wash. Case No. 09-17540
      Chapter 11 Petition filed July 29, 2009
         [Redacted June 21, 2011]

In Re Cindy L. Kissack
      Robert D. Kissack
   Bankr. W.D. Wisc. Case No. 09-15033
      Chapter 11 Petition filed July 29, 2009
         See http://bankrupt.com/misc/wiwb09-15033.pdf

In Re Chateau Landscape, Inc.
   Bankr. C.D. Calif. Case No. 09-19560
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/cacb09-19560.pdf

In Re 2523 Steiner St., LLC
   Bankr. N.D. Calif. Case No. 09-32135
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/canb09-32135.pdf

In Re Gary J. Rossi
   Bankr. N.D. Calif. Case No. 09-32127
      Chapter 11 Petition filed July 30, 2009
         Filed as Pro Se

In Re Cavendish Financial Group Inc.
   Bankr. M.D. Fla. Case No. 09-16506
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/flmb09-16506p.pdf
         See http://bankrupt.com/misc/flmb09-16506c.pdf

In Re Karey H. Rebello
      Robert Rebello
   Bankr. M.D. Fla. Case No. 09-16599
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/flmb09-16599.pdf

In Re Rebello Real Estate Ventures LLC
   Bankr. M.D. Fla. Case No. 09-16600
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/flmb09-16600.pdf

   In Re Rebello Real Estate Holdings LLC
      Bankr. M.D. Fla. Case No. 09-16601
         Chapter 11 Petition filed July 30, 2009
            See http://bankrupt.com/misc/flmb09-16601p.pdf
            See http://bankrupt.com/misc/flmb09-16601c.pdf

In Re Mitchell Hospitality Group, Inc.
   Bankr. N.D. Ill. Case No. 09-27767
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/ilnb09-27767.pdf

In Re Gary S. Rothkopf
   Bankr. D. Mass. Case No. 09-17190
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/mab09-17190.pdf

In Re Gavin Outar
   Bankr. E.D. N.Y. Case No. 09-46482
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/nyeb09-46482.pdf

In Re I Dont Care LTD.
       dba I Don't Care Grill
       dba Jehmm's Banquet Center
   Bankr. N.D. Ohio Case No. 09-35150
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/ohnb09-35150.pdf

In Re Better Bodies of Chalfont, Inc.
   Bankr. E.D. Pa. Case No. 09-15606
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/paeb09-15606p.pdf
         See http://bankrupt.com/misc/paeb09-15606c.pdf

In Re Leonard A. Codella
      Rita M. Codella
   Bankr. M.D. Pa. Case No. 09-05842
      Chapter 11 Petition filed July 30, 2009
         Filed as Pro Se

In Re ANACAVI CORP
   Bankr. D. P.R. Case No. 09-06220
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/prb09-06220.pdf

In Re Beryl Yancey
       dba Yancey Medical Center
       aka Beryl Gail Yancey
   Bankr. W.D. Tenn. Case No. 09-13073
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/tnwb09-13073.pdf

In Re Mitchell Hospitality Group, Inc.
   Bankr. N.D. Ill. Case No. 09-27767
      Chapter 11 Petition filed July 30, 2009
         See http://bankrupt.com/misc/ilnb09-27767p.pdf
         See http://bankrupt.com/misc/ilnb09-27767c.pdf

In Re Timothy Allen Gaddis
      Barbara Jean Gaddis
   Bankr. S.D. Ala. Case No. 09-13491
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/alsb09-13491.pdf

In Re NP GROUP LLC
   Bankr. D. Ariz. Case No. 09-18213
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/azb09-18213.pdf

In Re Ali Shahryarinejad
      Ofelia Shahryarinejad
   Bankr. C.D. Calif. Case No. 09-19755
      Chapter 11 Petition filed July 31, 2009
         Filed as Pro Se

In Re Quail Bluff, LLC
   Bankr. N.D. Calif. Case No. 09-56283
      Chapter 11 Petition filed July 31, 2009
         Filed as Pro Se

In Re Dane Jones
      Kimberly Lamar Jones
   Bankr. M.D. Fla. Case No. 09-16725
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/flmb09-16725.pdf

In Re Erik Schwartz
   Bankr. M.D. Fla. Case No. 09-06431
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/flmb09-06431.pdf

In Re Caseworks International, Inc.
      aka Caseworks Factory Store.com
   Bankr. S.D. Fla. Case No. 09-25877
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/flsb09-25877.pdf

In Re Gold Taj Perfume Inc.
   Bankr. N.D. Ga. Case No. 09-79806
      Chapter 11 Petition filed July 31, 2009
         Filed as Pro Se

In Re Trang Thuy Nguyen
   Bankr. N.D. Ga. Case No. 09-23118
      Chapter 11 Petition filed July 31, 2009
         Filed as Pro Se

In Re Elderlite Logistics, LLC
   Bankr. N.D. Ind. Case No. 09-13490
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/innb09-13490.pdf

   In Re Fischer Trucking, Inc.
          aka Fischer Brothers Trucking
      Bankr. N.D. Ind. Case No. 09-13491
         Chapter 11 Petition filed July 31, 2009
            See http://bankrupt.com/misc/innb09-13491.pdf

   In Re BFS Leasing, LLC
      Bankr. N.D. Ind. Case No. 09-13492
         Chapter 11 Petition filed July 31, 2009
            See http://bankrupt.com/misc/innb09-13492.pdf

   In Re Richmond Leasing, Inc.
      Bankr. N.D. Ind. Case No. 09-13493
         Chapter 11 Petition filed July 31, 2009
            See http://bankrupt.com/misc/innb09-13493.pdf

In Re James M. Gulick
      Maria Luisa Castillo De Gulick
   Bankr. W.D. Ky. Case No. 09-33869
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/kywb09-33869.pdf

In Re Shiraz MG Landis Lakes LLC
   Bankr. W.D. Ky. Case No. 09-33589
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/kywb09-33589.pdf

In Re The Fondue Place, Inc.
   Bankr. E.D. Mich. Case No. 09-63870
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/mieb09-63870.pdf

In Re Henry Stallings
       dba Hes Stallings-Julien Sales & Service
   Bankr. E.D. Mich. Case No. 09-63811
      Chapter 11 Petition filed July 31, 2009
         Filed as Pro Se

In Re Danny Mack McClure
      Teresa Del Rosario McClure
   Bankr. D. Nev. Case No. 09-23857
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/nvb09-23857.pdf

In Re Daryl Victor Reames
   Bankr. D. Nev. Case No. 09-23865
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/nvb09-23865.pdf

In Re Glen A. Meek
      Shawna Marie Patridge
   Bankr. D. Nev. Case No. 09-23767
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/nvb09-23767.pdf

In Re Mrs. John L. Strong & Co., LLC
   Bankr. S.D.N.Y. Case No. 09-14820
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/nysb09-14820.pdf

In Re 934 3RD STREET, LLC
   Bankr. E.D. Pa. Case No. 09-15710
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/paeb09-15710.pdf

In Re Nicholas A. Clemente, P.C.
   Bankr. E.D. Pa. Case No. 09-15713
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/paeb09-15713.pdf

In Re Chick-N Enterprises, Inc.
       dba The Chicken Coop
   Bankr. M.D. Pa. Case No. 09-05979
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/pamb09-05979.pdf

In Re Mulchman, Inc.
   Bankr. M.D. Tenn. Case No. 09-08707
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/tnmb09-08707.pdf

In Re I-35 Denton Station, Ltd.
   Bankr. N.D. Tex. Case No. 09-34952
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/txnb09-34952.pdf

In Re Charles Alan Manring
       aka C. Alan Manring
       aka Alan Manring
   Bankr. S.D. Tex. Case No. 09-35503
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/txsb09-35503.pdf

In Re Lollicup VA LLC
      aka Lollicup
   Bankr. E.D. Va. Case No. 09-16150
      Chapter 11 Petition filed July 31, 2009
         See http://bankrupt.com/misc/vaeb09-16150.pdf

In Re Vista Guidance Centers, Inc.
       fka Redlands-Yucaipa Guidance Clinic Association
   Bankr. C.D. Calif. Case No. 09-27598
      Chapter 11 Petition filed August 1, 2009
         See http://bankrupt.com/misc/cacb09-27598.pdf

In Re Kevin Maddox Dirtworks, Inc. - Leasing Acct., Inc.
   Bankr. W.D. La. Case No. 09-80983
      Chapter 11 Petition filed August 1, 2009
         See http://bankrupt.com/misc/lawb09-80983.pdf

In Re Gary S. Kibizoff
      dba Fort Knox Mini Storage Inc.
      dba Allco, Inc.
      dba AAA Cruising.Com
      dba Allco Travel & Insurance
      dba Blue Health Insurance Services
      dba Allco Insurance Brokerage
   Bankr. D. Nev. Case No. 09-24023
      Chapter 11 Petition filed August 1, 2009
         See http://bankrupt.com/misc/nvb09-24023.pdf

In Re Hess Commercial Printing, Inc.
   Bankr. W.D. Pa. Case No. 09-25696
      Chapter 11 Petition filed August 1, 2009
         See http://bankrupt.com/misc/pawb09-25696.pdf

In Re TJ Hospitality, Ltd.
       aka Ramada Inn
   Bankr. E.D. Tex. Case No. 09-60761
      Chapter 11 Petition filed August 1, 2009
         See http://bankrupt.com/misc/txeb09-60761.pdf

In Re Basic Industrial Supply Inc.
   Bankr. C.D. Calif. Case No. 09-27628
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/cacb09-27628.pdf

In Re Roadrunner Preferred Delivery Systems Inc.
   Bankr. C.D. Calif. Case No. 09-19855
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/cacb09-19855.pdf

In Re ROPER LLC
   Bankr. N.D. Calif. Case No. 09-56370
      Chapter 11 Petition filed August 3, 2009
         Filed as Pro Se

In Re Allen & Delancey, LLC
   Bankr. D. Conn. Case No. 09-51514
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/ctb09-51514.pdf

In Re Monteverde Restaurant, LLC
   Bankr. D. Conn. Case No. 09-51515
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/ctb09-51515.pdf

In Re Vicki Karen Hall
       aka Vicki Hester
   Bankr. D. D.C. Case No. 09-00669
      Chapter 11 Petition filed August 3, 2009
         Filed as Pro Se

In Re Gulfcoast Plumbing Services, Inc.
   Bankr. M.D. Fla. Case No. 09-17067
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/flmb09-17067.pdf

In Re B.A. Group, Inc
       dba Soo Woo Japanese Steakhouse
       fdba Sakura Japanese Restaurant
       fdba Sakura At Doral
   Bankr. S.D. Fla. Case No. 09-26076
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/flsb09-26076.pdf

In Re HDM Tri-Hill, LLC
   Bankr. S.D. Fla. Case No. 09-26058
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/flsb09-26058.pdf

In Re First Stop Home Shop, Inc.
   Bankr. M.D. Ga. Case No. 09-11433
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/gamb09-11433.pdf

In Re Anthony B. Freeman
   Bankr. N.D. Ga. Case No. 09-12732
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/ganb09-12732.pdf

In Re Emmitt Gooch Macon, III
      Hellen Georgina Macon
   Bankr. N.D. Ga. Case No. 09-80255
      Chapter 11 Petition filed August 3, 2009
         Filed as Pro Se

In Re James Marshall Wicht
       aka James M. Wicht
       aka Jim Wicht
   Bankr. N.D. Ga. Case No. 09-80131
      Chapter 11 Petition filed August 3, 2009
         Filed as Pro Se

In Re S. B. Brokers
   Bankr. N.D. Ga. Case No. 09-80061
      Chapter 11 Petition filed August 3, 2009
         Filed as Pro Se

In Re Word of Life Intl Outreach Min, Inc.
       dba Word of Life Church
   Bankr. N.D. Ga. Case No. 09-43114
      Chapter 11 Petition filed August 3, 2009
         Filed as Pro Se

In Re Robert Brad Jordan
      Debra Ann Jordan
   Bankr. D. Idaho Case No. 09-20842
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/idb09-20842.pdf

In Re Christopher Lee Schombert
   Bankr. S.D. Ind. Case No. 09-11294
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/insb09-11294.pdf

In Re Robert Gregory Schombert
   Bankr. S.D. Ind. Case No. 09-11295
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/insb09-11295.pdf

In Re Stetler Cross Ministries, Inc.
   Bankr. W.D. Ky. Case No. 09-11332
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/kywb09-11332.pdf

In Re Hollywood Limousine Service, L.L.C.
   Bankr. E.D. La. Case No. 09-12373
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/laeb09-12373.pdf

In Re Curtis N. Nunez
      Velma L. Nunez
   Bankr. W.D. La. Case No. 09-20634
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/lawb09-20634.pdf

In Re Gregory D. Brooks
       dba Brooks Used Cars & Trucks
       dba AAA General Maintenance
       dba Affordable Consignments Auto Sales
       dba AAA Mobile Home Moving
   Bankr. W.D. La. Case No. 09-20633
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/lawb09-20633.pdf

In Re Robert Scott Brooks
   Bankr. D. Mass. Case No. 09-17435
      Chapter 11 Petition filed August 3, 2009
         Filed as Pro Se

In Re Franchise Kings of Middletown, Inc.
   Bankr. S.D.N.Y. Case No. 09-14831
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/nysb09-14831.pdf

In Re PKR Enterprises of New York, Inc.
       dba Pamela's Traveling Feast
   Bankr. S.D.N.Y. Case No. 09-37098
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/nysb09-37098.pdf

In Re Diga Realty, LLC
   Bankr. E.D. Pa. Case No. 09-15795
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/paeb09-15795.pdf

In Re Code Three Restaurant Group, LLC
   Bankr. D. S.C. Case No. 09-05739
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/scb09-05739.pdf

In Re Browning and Associates, Inc.
   Bankr. W.D. Tex. Case No. 09-52902
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/txwb09-52902.pdf

In Re Verni C. Waldron, DDS, P.C.
       dba Waldron Family Dentistry
       dba Waldron Cosmetic & Family Dentistry
   Bankr. E.D. Tex. Case No. 09-60776
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/txeb09-60776.pdf

In Re AJ'S Express Delivery Service, LLC
       fka AJ's Express Delivery Service
   Bankr. S.D. Tex. Case No. 09-35705
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/txsb09-35705.pdf

In Re Sign Quest, Inc.
   Bankr. S.D. Tex. Case No. 09-35690
      Chapter 11 Petition filed August 3, 2009
         See http://bankrupt.com/misc/txsb09-35690.pdf

In Re C.R.W. Equipment Rentals, LLC
   Bankr. D. Ariz. Case No. 09-18394
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/azb09-18394.pdf

In Re Fox Point Capital LLC
   Bankr. C.D. Calif. Case No. 09-30277
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/cacb09-30277.pdf

In Re Huete Mortgage, Inc.
   Bankr. N.D. Calif. Case No. 09-47100
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/canb09-47100.pdf

In Re Rancho Nuevo, Inc.
   Bankr. C.D. Calif. Case No. 09-27830
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/cacb09-27830.pdf

In Re Bruce's Tire Enterprises, Inc.
       dba Big O Tires #30
   Bankr. E.D. Calif. Case No. 09-36446
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/caeb09-36446.pdf

In Re Sarah Briones Nanola
      Donato Portuguez Razon
   Bankr. N.D. Calif. Case No. 09-47084
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/canb09-47084.pdf

In Re B&D's Maintenance, Inc.
   Bankr. D. Colo. Case No. 09-25903
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/cob09-25903p.pdf
         See http://bankrupt.com/misc/cob09-25903c.pdf

In Re Swedish Bedding.Com, Inc.
       dba Mattress Dr.
       dba Mattress Dr.com
   Bankr. M.D. Fla. Case No. 09-17114
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/flmb09-17114.pdf

In Re Technology Linksoft Corp.
   Bankr. N.D. Ga. Case No. 09-80512
      Chapter 11 Petition filed August 4, 2009
         Filed as Pro Se

In Re Zeigler Trucking, Inc.
   Bankr. N.D. Ga. Case No. 09-80493
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/ganb09-80493.pdf

In Re Triad Leasing & Financial, Inc.
   Bankr. D. Idaho Case No. 09-02298
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/idb09-02298.pdf

In Re Stevens Grocery, Inc.
       aka Silver Heights Superior
       aka Silver Heights PIC-PAC IGA
       aka Silver Heights IGA
   Bankr. W.D. Ky. Case No. 09-33931
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/kywb09-33931.pdf

   In Re Stevens & Tedrow Grocery, Inc.
          aka Holiday Park Superior
          aka Vine Grove PIC-PAC IGA
          aka Vine Grove IGA
      Bankr. W.D. Ky. Case No. 09-33932
         Chapter 11 Petition filed August 4, 2009
            See http://bankrupt.com/misc/kywb09-33932.pdf

In Re CSG Enterprises, LLC
   Bankr. W.D. La. Case No. 09-20643
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/lawb09-20643.pdf

In Re Oden Steel Services, Inc.
   Bankr. E.D. Tex. Case No. 09-60778
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/txeb09-60778.pdf

In Re Caribbean Capital Inc.
   Bankr. N.D. Tex. Case No. 09-44848
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/txnb09-44848.pdf

In Re Roux Restaurant Group, LLC
   Bankr. W.D. Tex. Case No. 09-12186
      Chapter 11 Petition filed August 4, 2009
         See http://bankrupt.com/misc/txwb09-12186p.pdf
         See http://bankrupt.com/misc/txwb09-12186c.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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