TCR_Public/090812.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 12, 2009, Vol. 13, No. 222

                            Headlines

31302 MONTEREY: Case Summary & Largest Unsecured Creditor
ABITIBIBOWATER INC: Canada Court OKs Lease Surrender Pacts
ABITIBIBOWATER INC: Ernst & Young's Reports on Canada Units
ABITIBIBOWATER INC: To Enter Into Consent Decree On EPA Claims
ADVANTA CORP: Says Going Concern Depends on New Biz Opportunities

AGAINST ALL ODDS: Signs Deal with Gen. Growth for Lease Assignment
AGT CRUNCH: Court Approves Sale to Angelo Gordon
ALLIED CAPITAL: In Default of Asset Coverage Ratio Covenants
AMBRILIA BIOPHARMA: CCAA Case Prompts Delay in Filing Q2 Results
AMDL INC: Annual Stockholders' Meeting to be Held August 21

AMERICA WEST BANK: FDIC Orders Online Auction of FF&E
APEX SILVER MINES: All Claims Have Been Substantially Resolved
APPIAN LLC: Voluntary Chapter 11 Case Summary
APRIA HEALTHCARE: S&P Assigns 'B+' Rating on $310 Mil. Notes
ASARCO LLC: Creditors Might Collect More than $2-Bil Owed to Them

ASARCO LLC: Has Confidential Pact With Charlotte Thornton
ASARCO LLC: Proposes Settlement With 7 Tennessee Workers
ASARCO LLC: Union Head Back Employee Opposition to Grupo Mexico
ASCENDANT UTAH: Meeting of Creditors Scheduled for September 3
AVERY ENVIRONMENTAL: Chapter 11 Trustee Takes Over

B & L INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
BAHMAN INC: Case Summary & Largest Unsecured Creditor
BALL CORP: Moody's Assigns 'Ba1' Rating on $325 Million Notes
BALL CORP: S&P Assigns 'BB+' Rating on $650 Mil. Senior Notes
BEARINGPOINT INC: Halts Quarterly Reports With SEC

BIOJECT MEDICAL: Reports $301,000 Net Loss in June 30 Quarter
BROOK STREET: Voluntary Chapter 11 Case Summary
BRUNSWICK CORP: Moody's Rates $250 Million Notes at 'Ba3'
BRUNSWICK CORP: S&P Puts B Issue-Level Rating on $250MM Sr. Notes
BUDGET WASTE: Obtains Extension of CCAA Protection Until Aug. 14

CANADIAN SUPERIOR: To Have New Board as Part of Palo Alto Deal
CAPE FEAR BANK: FDIC Orders Online Auction of FF&E
CARL LLOYD MOULTON: Case Summary & 9 Largest Unsecured Creditors
CASE NEW HOLLAND: S&P Assigns 'BB+' Rating on $1 Bil. Sr. Notes
CATHOLIC CHURCH: Fairbanks Creditors' Counsel Represented Jesuits

CATHOLIC CHURCH: Fairbanks Creditors Want Documents From Monroe
CC MEDIA: Reports $3.68 Billion Net Loss for Second Quarter
CENTRAL STATES: Case Summary & 18 Largest Unsecured Creditors
CENTRUE FINANCIAL: Defers Interest Expense Payments on Debentures
CFM SYSTEMS: Voluntary Chapter 11 Case Summary

CHEMTURA CORP: Court OKs Woodard & Curran Consulting Agreement
CHEMTURA CORP: Gets Court Nod for Closing of Biolab Company Store
CHEMTURA CORP: Wins Court OK to Ink Abersham Supplier Agreement
CIRCUIT CITY: Proposes Axion-Led Auction for Former Call Center
CIT GROUP: Bondholders Not Pushing for Bankruptcy Filing

CIT GROUP: FMR Has 3.65% Equity Stake; Ameriprise Has 5.17%
CIT GROUP: BusinessFactors.com Reaches Out to Affected Clients
CITIGROUP INC: Terra, et al., File Securities Fraud Action
CITY OF DETROIT: Faces Receivership, Needs Union Cuts
CITY OF VALLEJO: Appellate Panel Affirms Ch. 9 Eligibility

COMDISCO HOLDING: Posts $144,000 Net Loss for June 30 Quarter
COLONIAL BANCGROUP: Expects Q2 Loss; Mgt. Has Going Concern Doubt
COOPER-STANDARD: Canada Unit Obtains CCAA Stay Until Sept. 3
COOPER-STANDARD: RSM Richter's Monitor Report on CSA Canada
COOPER-STANDARD: To Pay Prepetition Claims of Foreign Vendors

COOPER-STANDARD: Wants to File Action in CSA Canada Case
CROSSWOODS HOTEL: Case Summary & 20 Largest Unsecured Creditors
CROWN OHIO: Case Summary 18 Largest Unsecured Creditors
DALE NEISWENDER: Case Summary & 6 Largest Unsecured Creditors
DALE GERRATT: Case Summary & 20 Largest Unsecured Creditors

DEAN & MOORE: Voluntary Chapter 11 Case Summary
DEERFIELD CAPITAL: Amends Net Worth Covenants in TruPS Indentures
DELPHI CORP: PBGC Takes Over Underfunded Pension Plans
DISCOVERY LAND: Case Summary & 3 Largest Unsecured Creditors
DONALD BRANDT: U.S. Trustee Sets Meeting of Creditors for Aug. 27

DUANE READE: Discounted Repurchase Cues S&P's Rating Cut to 'SD'
DUANE THOMAS: Case Summary & 20 Largest Unsecured Creditors
EAST COAST SANITATION: Case Summary & 20 Largest Unsec. Creditors
EDGE PETROLEUM: Posts $9.3MM Net Loss in Quarter Ended June 30
EDUCATION RESOURCES: To File Reorganization Plan This Month

ENERGY PARTNERS: Court Rejects Tudor Pickering, Houlihan Fee Pacts
EPIX PHARMACEUTICALS: PRX-07034 to Be Sold at Sept 30. Auction
EPIXTAR CORP: U.S. Trustee Wants Cases Converted to Chapter 7
EXIDE TECHNOLOGIES: Receives $34.3-Mil. Federal Grant
EXIDE TECHNOLOGIES: Reports $54 Mil. Net Loss in Second Quarter

EXIDE TECHNOLOGIES: Wants Dec. 4 Extension to Remove 2 Cases
FAIRBRIDGE COMMONS: Case Summary & 20 Largest Unsecured Creditors
FELY SMIRNOFF: Case Summary & 15 Largest Unsecured Creditors
FIRST FEDERAL BANKSHARES: Warns of Adverse Going Concern Opinion
FIRST FEDERAL BANKSHARES: Says Trust Preferred CDOs are Illiquid

FIRST FEDERAL BANKSHARES: Levon Mathews Resigns as CEO & President
FORD MOTOR: Big 3 Automakers Recipients To Grant For Batteries
FOX RUN INVESTMENTS: Case Summary 10 Largest Unsecured Creditors
FULL CIRCLE ENTERPRISES: Voluntary Chapter 11 Case Summary
GASTAR EXPLORATION: Moody's Withdraws 'Caa3' Corp. Family Rating

GENERAL GROWTH: Citicorp Wants Foreclosure Sale for Oakwood Mall
GENERAL GROWTH: Allows Against All Odds to Assign Lease
GENERAL GROWTH: Committee Proposes Houlihan as Fin'l Advisor
GENERAL GROWTH: Lease Decision Deadline Moved to Nov. 12
GENERAL GROWTH: Lets Gottschalks Auction Store Leases

GENERAL MOTORS: Court Approves Unions' Deal With New GM
GENERAL MOTORS: Court OKs Baker AS Special Counsel to Old GM
GENERAL MOTORS: Court OKs Jones Day as Special Counsel to Old GM
GENERAL MOTORS: Debtors Assume Gulfstream 350 Services Pact
GENERAL MOTORS: July Sales Show Improvement from Prior Month

GENERAL MOTORS: New GM Sells Cars in eBay, Tops Cash for Clunkers
GENERAL MOTORS: To Sell De Minimis Assets in Ordinary Course
GENERAL MOTORS: Wants Extension of Removal Period for Civil Suits
GENTA INC: To Hold Conference Call on Aug. 14 to Discuss Q2 Report
GIBRALTAR INDUSTRIES: S&P Lifts Issue-Level Rating on Loan to 'BB'

GOTTSCHALKS INC: Gets Gen. Growth Consent to Assign Leases
GREEKTOWN HOLDINGS: Gets Nod to Assume Detroit Casino Council CBA
GREGORY TORO: Case Summary & 6 Largest Unsecured Creditors
GRUMPY BEAR'S: Voluntary Chapter 11 Case Summary
HAMPSHIRE GROUP: Obtains Covenant Relief Under HSBC Loan

HELLER EHRMAN: Made Fraudulent Conveyances, Says Committee
HERITAGE ORGANIZATION: Creditors Trust Wins $61MM Fraud Case
HILDA RODRIGUEZ: Case Summary & 20 Largest Unsecured Creditors
INSPECTION CONSTRUCTION: Case Summary & 20 Largest Unsec Creditors
INTERCLICK INC: Says Going Concern Doubt Finally Removed

INVESTMENT EQUITY: Wants Case Dismissed; Has No More Assets
ISTAR FINANCIAL: Likely Default Cues Fitch to Junk Issuer Ratings
J.D. SWEARINGEN: Voluntary Chapter 11 Case Summary
JHD ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
JIM SLEMONS: Case Summary & 2 Largest Unsecured Creditors

KAUTILYA SHARMA: Voluntary Chapter 11 Case Summary
KIMBERLY HORTON: Case Summary & 20 Largest Unsecured Creditors
LEAR CORP: $500MM Loan from JPM Okayed Despite Alternative Offer
LEAR CORP: Canada Units Ask for CCAA Stay Extension Until Nov. 20
LEAR CORP: Cash Collateral Use Approved on Final Basis

LEAR CORP: Proposes October 2 Claims Bar Date
LEAR CORP: Revised Management Incentive Plan Gets Support
LEAR CORP: Rozmor Land Wants to Draw on JPM LoC for Unpaid Note
LEHMAN BROTHERS: Elliot Assoc. Opposes Add'l Funding for Aurora
LEHMAN BROTHERS: To Auction Off Than 3,000 Artworks

LEHMAN BROTHERS: IOVE Fund Holds in Excess of $8MM of Debt
LINCOLN MEMORIAL: Receiver Files $600MM Insurance Fraud Suit
LINTON PROPERTIES: Stipulation with DIP Barred Avoidance Action
LITE-FOOT HOSIERY: Case Summary & 20 Largest Unsecured Creditors
LODGIAN INC: Posts $7.3 Million Net Loss in Quarter Ended June 30

LUXURY OUTER BANKS: Case Summary & 2 Largest Unsecured Creditors
LV SENSORS: Puts Intellectual Property Up for Sale After Closure
MAGNA ENTERTAINMENT: Hearing Slated on MID Shareholders' Concerns
MAGUIRE PROPERTIES: No Bankruptcy Plans; to Surrender Buildings
MAGUIRE PROPERTIES: Completes Sale at Park Place in Irvine, Calif.

MANTIFF CHEYENNE: Court Okays Sale of Cheyenne Hotel
MD MOODY: Taps Keller & Bolz and Blackburn as Special Counsels
MD MOODY: U.S. Trustee Sets Meeting of Creditors for September 9
MEGA MEDIA: Case Summary & 20 Largest Unsecured Creditors
MEMORIAL SERVICE: Receiver Files $600MM Insurance Fraud Suit

MO'S BBQ: Voluntary Chapter 11 Case Summary
METALDYNE CORP: MD Investors Wins Auction for All Assets
MIRANT CORP: Appeal Resolved on Deal With Alliance Entities
MIRANT CORP: Castex Appeals Stay Denial Before Circuit Court
MIRANT CORP: Court Approves Settlement With Southern Co. & PX

MIRANT CORP: Final Decree Closing Ch. 11 Cases of MAEM, et al.
MORGANS HOTEL: Wells Fargo & Wachovia-Led Lenders Relax Covenants
NATIONAL COAL: Lenders Foreclosed on Alabama Unit Capital Stock
NATIONAL PREARRANGED: Former Execs, et al., Face $600MM Fraud Suit
NCI BUILDING: Moody's Downgrades Corporate Family Rating to 'B3'

NEWPAGE CORP: Tender Offer Amendment Won't Move S&P's 'CC' Rating
NIGHTHAWK TRANSPORT: NGP Does Not See Material Recovery on Claim
NORTEL NETWORKS: RIM Wants New Talks on Ericsson AB Sale
NORTEL NETWORKS: Ernst & Young's July Monitor's Report
NORTH AMERICAN TECH: Deadline to Pay Interest Moved to Aug. 17

NORTH AMERICAN TECH: Whitley Penn Replaces KBA as Accountants
NORTHWEST AIRLINES: Resolves DBS Aircraft Claims
OCEAN 08 LLC: Case Summary & 5 Largest Unsecured Creditors
OSCIENT PHARMACEUTICALS: Section 341(a) Meeting Set For August 20
OSCIENT PHARMACEUTICALS: Taps Firms to Assist in Chapter 11 Case

PACISLATINO VILLAGES: Case Summary & 4 Largest Unsecured Creditors
PENN NATIONAL: Moody's Assigns 'B1' Rating on $250 Mil. Notes
PEQUOT CAPITAL: SEC Got 45 Tips on Possible Insider Trading
PINNACLE ENTERTAINMENT: S&P Downgrades Issue-Level Rating to 'B'
PINNEY'S LOGGING: Case Summary & 20 Largest Unsecured Creditors

PLAINFIELD APARTMENTS: Files for Bankruptcy in New Jersey
PLAINFIELD APARTMENTS: Case Summary & 19 Largest Unsec. Creditors
PLAINS EXPLORATION: Moody's Affirms 'Ba3' Corp. Family Rating
PROTOSTAR LTD: Can Obtain $2MM of DIP Financing from Wells Fargo
PROTOSTAR LTD: Proposes Sept. 23 Auction for PSI I's Assets

PROTOSTAR LTD: Submits Bid Procedures for Sale of PS II's Assets
PROTOSTAR LTD: Taps UBS Securities as Investment Banker
PSYSTAR CORP: Gets Dismissal of Chapter 11 Bankruptcy Case
RATHGIBSON INC: Wins Final Approval of $80MM DIP Financing
RB&J MATERIALS: Case Summary & 20 Largest Unsecured Creditors

RED RIVER ENERGY: Controlling Shareholders Have Duties
RICH CAPITOL: Can Access Wachovia's Cash Collateral on Interim
RICH CAPITOL: Wachovia Wants Court to Appoint Chapter 11 Trustee
RICH CAPITOL: Taps Genovese Joblove as Counsel
RICHARD KAY: Case Summary & 8 Largest Unsecured Creditors

RJ PROPERTIES: Voluntary Chapter 11 Case Summary
RIVER OAKS: Can Hire Mitchell & Culp as Attorneys
RONSON CORP: Lender Wants Asset Sale by Sept 30; Forbearance Moved
RONSON CORP: Zippo Sues to Halt Sale of Consumer Products Unit
ROSS & LOGAN: Case Summary & 20 Largest Unsecured Creditors

SEMGROUP ENERGY: Has Going Concern Doubt Due to Semgroup LP Bankr.
SEQUENOM INC: Posts $37.7MM Net Loss in Six Months Ended June 30
SONICBLUE INC: To Pay Lehman Brothers' $1.3MM Scheduled Claim
SIX FLAGS: Has Investment In Federated Investor Inc.'s Fund
SPANSION INC: Court Approves Key Employee Incentive Plan

SPANSION INC: Court OKs Randy Furr as Executive VP & CFO
SPANSION INC: Gets Court Nod to Buy BALC Equipment for $6 Mil.
SPANSION INC: Stock Delisted by NASDAQ Effective July 20
SPRINT NEXTEL: Fitch Assigns 'BB' Rating on $500 Mil. Senior Notes
SPRINT NEXTEL: Moody's Assigns 'Ba2' Rating on $1.3 Bil. Notes

STACEY CRANDALL: Case Summary & 20 Largest Unsecured Creditors
STAGE COACH: Case Summary & 2 Largest Unsecured Creditors
STAMFORD INDUSTRIAL: Postpones Earnings Release & Conference Call
STANT PARENT: Gets Court Approval for Garden City as Claims Agent
STATION CASINOS: Continues Promotions & Employment

SUNNY CORRAL: Files for Chapter 11 in Texas
SUNNY CORRAL: Voluntary Chapter 11 Case Summary
SYNUTRA INTERNATIONAL: Management Admits to Going Concern Doubt
TARRAGON CORP: $6.25-Mil. ARKOMD DIP Loan Extended Until Sept. 10
TARRAGON CORP: Disclosure Statement Hearing Set for September 10

TARRAGON CORP: Time to Remove Actions Extended Until October 8
TAYLOR BEAN: Bankruptcy Filing Imminent; BofA Takes Over Mortgages
TELEPLUS WORLD: Asks Bankruptcy Court to Dismiss Case
TEMORE WILLIS: Case Summary & 9 Largest Unsecured Creditors
TETRAGENEX PHARMACEUTICALS: Voluntary Chapter 11 Case Summary

THORNBURG MORTGAGE: U.S. Trustee Balks at Asset Sale Termination
TOP SHIPS: Posts $15,949,000 Net Loss for June 30 Quarter
TOUSA INC: Homes Sale Closings Top 340 in June to July
TOUSA INC: Plan Hearing Delayed on Committee Suit vs. Lenders
TOUSA INC: Trial on Committee Suit vs. Lenders Resumes Aug. 28

TOUSA INC: Wins Court Approval of Management Incentive Plan
TRI STAR ALUMINUM: Files for Chapter 11 Bankruptcy Protection
TRI STAR ALUMINUM: Case Summary 20 Largest Unsecured Creditors
TRIPLE ELL TRANSPORT: Case Summary & 20 Largest Unsec. Creditors
TOP SHIPS: Posts $15,949,000 Net Loss for June 30 Quarter

UNIVERSAL MARKETING: Taps Executive Sounding as Restructuring Mgr.
VERASUN ENERGY: Gets Court Approval for Schrader as Auctioneer
VISTEON CORP: Term Loan Agent Opposes Two Advisors for Committee
VINYL PROFILES: Case Summary & 20 Largest Unsecured Creditors
WATCHWOOD LLC: Failure of Deal With Creditor Leads to Chapter 11

WATCHWOOD LLC: Case Summary & 20 Largest Unsecured Creditors
WAYTRONX INC: Posts $1.5MM Net Loss in Six Months Ended June 30
WEST CORP: Balance Sheet Upside-Down by $2.36 Billion
WEST CORP: Maturity Extension Won't Move Moody's B2 Rating
WM F. KIEFER: Case Summary & 20 Largest Unsecured Creditors

WOODBURY COUNTRY: Voluntary Chapter 11 Case Summary
WORLDCOM INC: IRS Wins Remand In Excise Tax Fight With WorldCom
ZILA INC: Stockholders Meeting on Sept. 18 to Consider Merger

* 2009 Tire Shipments to Drop 16%; Decline in OEM Tires Cited
* Bank Failures Assured as Mortgage Holdings Suffer
* Canadian Bankruptcies Rise 52% in June from A Year Ago

* Consumer, Celebrity Bankruptcies May Hit 1.4 Million
* Kurtzman Carson Named Among Best Places to Work in Los Angeles
* Survey Says Lenders See Economic Recovery Within Next 9 Months
* U.S. House Prices Keep Climbing With a 1.2% Rise in June

* Upcoming Meetings, Conferences and Seminars

                            *********


31302 MONTEREY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: 31302 Monterey Capital Management Inc
        31302 Monterey St
        Laguna Beach, CA 92651

Bankruptcy Case No.: 09-18228

Chapter 11 Petition Date: August 10, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 W C St, Suite 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245
                  Fax: (619) 236-1246

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

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

The Debtor identified Alan Mandelberg with a disputed trade claim
for an unknown amount as its largest unsecured creditor.  A full-
text copy of the Debtor's petition is available for free at:

             http://bankrupt.com/misc/cacb09-18228.pdf

The petition was signed by Keith Middlebrook, president of the
Company.


ABITIBIBOWATER INC: Canada Court OKs Lease Surrender Pacts
----------------------------------------------------------
The Canadian Court authorized Abitibi-Consolidated Inc. and
various Canadian subsidiaries to transfer certain property leased
to Bowater Canadian Forest Products Inc., by Fort Williams First
Nation Corp.

The Fort William First Nation Reserve is located near the BCFPI
pulp mill situated in Thunder Bay, Ontario.  Fort William First
Nation had concluded its negotiation with Canadian National
Railway Company for the return of former reserve lands that had
been acquired by CNRC's predecessor in title through the
expropriation provisions of the Indian Act in the early 1900s.

In 1999, the Returned Lands were taken in freehold title by FWFN
Corporation pending the formal steps required to reincorporate
the Returned Lands into the Reserve.  In October 2001, the FWFN
Corporation and BCFPI executed the Freehold Lease Agreement for a
term of 20 years plus renewals with respect to the Lands, those
being a portion of the Returned Lands held by FWFN Corporation.
BCFPI and the FWFN had the full support of the Minister of the
day for an expedited process for consideration of the return of
the Lands to reserve status under the Indian Act.

The Freehold Lease Agreement was amended on September 24, 2002,
and October 20, 2003.  Following the execution of the Freehold
Lease Agreement, FWFN erected a building on the Lands that was
suitable for the installation of sawmill equipment and machinery.
BCFPI took occupancy of the Building in 2003 and began
operations.

The return of the Lands to reserve status has become the subject
of lengthy and complex negotiations.  Because the Lands were
being removed from provincial jurisdiction and placed under the
federal jurisdiction of the Indian Act, the negotiations included
both the federal and provincial governments.

In this regard, the Initial Order in the CCAA Proceedings dated
April 17, 2009, as amended and restated, does not prevent or
otherwise interfere with:

  -- the execution of agreements by any person, legislative
     or executive action by Her Majesty in right of Canada or
     any province, including the passage of the Fort William
     First Nation Sawmill Regulations under the First Nations
     Commercial and Industrial Development Act, S.C. 2005, c.
     53; or

  -- the taking of any other steps, each as may be required in
     connection with the negotiation among Bowater Canadian
     Forest Products Inc., the Fort William First Nation, the
     Fort William First Nation Development Corp., Her Majesty
     the Queen in right of Canada or "the Crown", and the Fort
     William First Nation, LP, with respect to the FWFN's
     proposal that certain lands in the District of Thunder Bay,
     currently leased to and occupied by BCFPI, be transferred
     to the Crown and set apart as a "Reserve", for the use and
     benefit of the FWFN.

The Canadian Court also authorized BCFPI, the Crown, FWFN, FWFN
Corporation and FWFNLP to enter into the Lease Surrender
Agreement, pursuant to which the current tenure of BCFPI under
its freehold lease is surrendered to the FWFN Corporation.

According to Mr. Justice Gascon, BCFPI, the FWFN and the Minister
of Indian Affairs and Northern Development may enter into the
Permit Agreement, allowing BCFPI to continue occupancy of the
Lands under Section 28(2) of the Indian Act.

The Crown, as lessor, and FWFNLP as lessee, may enter into the
Lease Agreement, and FWFNLP as lessor, and BCFPI as sub-lessee,
to enter into the Sub-lease Agreement, both with respect to the
Lands and in substitution of the Permit Agreement, if a
successful designation for lease vote is held by the FWFN and
accepted by the Crown pursuant to the Indian Act.

Similarly, BCFPI, FWFN and the FWFN Corporation may enter into,
and execute, a Right of Way Agreement and Option Agreement.

Mr. Justice Gascon further directed BCFPI to provide a release of
liability to the Minister with respect to the execution of the
Permit Agreement.

                   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).


ABITIBIBOWATER INC: Ernst & Young's Reports on Canada Units
-----------------------------------------------------------
In its 10th report, Ernst & Young, Inc., the Court-appointed
monitor in the Canadian proceedings of the CCAA Applicants,
updated Mr. Justice Gascon on the request of Regie des Rentes du
Quebec in relation to current service contributions of certain
pension plans of the CCAA Applicants.

According to E&Y Vice President Alex Morrison, the estimated
current service contributions of the Abitibi-Consolidated Inc.
Group pension plans for 2009 total C$29.3 million on a going-
concern basis, which assumes that the Pension Plans will continue
indefinitely.  Meanwhile, the estimated current service
contributions for 2009 for Bowater Canada Forest Products Inc.
aggregate C$8.9 million.

Regie des Rentes du Quebec proposed that the basis for
calculating the current Service Contributions should be changed
to that of a Solvency Methodology, which assumes that the Pension
Plan is about to be wound up so that its assets will have to be
used immediately, as opposed to over time, to meet its existing
liabilities.

Based on the Solvency Methodology, the 2009 Current Service
Contributions would be (i) C$91.8 million per annum or
C$7.6 million per month for ACI Group, and (ii) C$39 million per
annum or $3.25 million per month for BCFPI, which represent an
increase of $62.5 million and C$30.1 per annum in pension funding
for the CCAA Applicants.

Based on E&Y's review of the ACI Group's 13-week forecast
liquidity position, ACI does not have sufficient liquidity to
fund an aggregate of $62.5 million of additional Current Service
Liquidity based on the Solvency Methodology without substantially
consuming its liquidity reserves.

Similarly, Mr. Morrison said, BCFPI does not appear to have
sufficient liquidity to fund the additional Current Service
Contributions without risking its ability to operate or without
receiving substantial advances from Bowater Incorporated.

A full-text copy of E&Y's 10th Monitor's Report is available for
free at http://bankrupt.com/misc/CCAA_10thE&YReport.pdf

                       11th Monitor's Report

Alex Morrison, vice-president at Ernst & Young, Inc., the Court-
appointed monitor in the Canadian proceedings of the CCAA
Applicants, apprised Mr. Justice Gascon regarding the Cross-
Border Protocol that the Debtors in the Chapter 11 cases have
asked the U.S. Bankruptcy Court for the District of Delaware to
approve.

The Monitor notes that the purpose of the Protocol is to assist
in the efficient administration of, and to govern the conduct of
all interested parties in, the cross-border restructuring
proceedings.  The Protocol incorporates international guidelines
applicable to Court-to-Court communications in cross-border cases
and sets forth the administrative procedures to effectively
coordinate the CCAA proceedings and the Chapter 11 cases.

Approval of the Cross-Border Protocol will enhance the
coordination and harmonization of the cross-border nature and
complexity of the Insolvency Proceedings, while maximizing the
benefits to the stakeholders, the Monitor maintains.  The Cross-
Border Protocol is intended to promote the orderly and efficient
administration of the insolvency proceedings in both Canada and
the U.S., while reducing the costs associated with administration
and avoiding the duplication of efforts, the Monitor notes.

A full-text copy of E&Y's 11th Monitor's Report is available for
free at http://bankrupt.com/misc/CCAA_11thE&YReport.pdf

                       12th Monitor's Report

Ernst & Young, Inc., the Court-appointed monitor in the Canadian
proceedings of the CCAA Applicants, informed Mr. Justice Gascon,
on the Applicants' request to approve the sale of certain
timberlands in Quebec, which will result to sale proceeds
aggregating C$53 million.

Alex Morrison, vice-president at E&Y, specified that the Sale
involves a total of 121,000 hectares of land in Quebec, which are
categorized as:

  (1) 140 parcels, comprising approximately 25,000 hectares,
      located in the Mauricie region of Quebec;

  (2) 82 parcels, comprising approximately 82,000 hectares,
      located in the Charlevoix/Saguenay region of Quebec; and

  (3) three parcels, comprising approximately 68,000 hectares,
      located in the Cote-Nord region of Quebec.

The CCAA Applicants have advised E&Y that the Quebec Timberlands
are all "legacy properties" that have been held by, and are
considered non-strategic to, the AbitibiBowater Inc. Group.

Following review of several bids relating to the Sale of the
Quebec Timberlands, the CCAA, in consultation with E&Y, entered
into Purchase and Sale Agreements with these purchasers:

  Purchaser                           Purchase Price
  ---------                           --------------
  Solifor Charlevoix-Saguenay,          C$20 million
  Societe en Commandite

  Solifor Mauricie,                     C$27 million
  Societe en Commandite

  3908666 Canada Inc.                    C$6 million

According to Mr. Morrison, the Debtors and the Purchasers have
agreed that the Purchasers will have until August 21, 2009, to
complete due diligence with respect to any defects with respect
to title to the Quebec Timberlands.  As a condition of closing,
the Purchasers must be satisfied that there will not exist any
title defects with respect to the Purchased Properties that could
have a material impact on the value of the Properties.  Another
closing condition is that all three transactions must close
concurrently.

E&Y held that if the Quebec Timberlands Sale Transactions do not
close, the ACI Group will be deprived of the much needed
C$53 million in liquidity.  Accordingly, E&Y recommended approval
the sale of the Quebec Timberlands to the Purchasers for these
reasons:

  * The ACI Group conducted a marketing process with input and
    oversight of the Monitor that was appropriate in the
    circumstances;

  * The Purchase Price appears reasonable compared to precedent
    transactions in the Province of Quebec, and is within a
    reasonable range of appraised values; and

  * The Purchase Price will provide the ACI Group with much
    needed liquidity.

Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Canada, approved the CCAA Applicants' request to their Quebec
Timberland Assets.

A full-text copy of E&Y's 12th Monitor's Report is available for
free at http://bankrupt.com/misc/CCAA_12thE&YReport.pdf

                   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).


ABITIBIBOWATER INC: To Enter Into Consent Decree On EPA Claims
--------------------------------------------------------------
AbitibiBowater Inc. and its affiliates sought and obtained the
Bankruptcy Court's authority to enter into and consummate a
consent decree with the United States of America, on behalf of the
U.S. Environmental Protection Agency, to settle EPA's alleged
violations of the Debtors of the Clean
Air Act.

The Court also modified the automatic stay permitting the Debtors
to enter into and consummate the Consent Decree.

According to Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the EPA specifically
alleged in its complaint in April 2006, that the Debtors violated
the Clean Air Act at their paper facility in Calhoun, Tennessee,
involving (i) improper calculation in 1989 of emission limits for
certain boilers in the Calhoun Facility's operating permit, and
(ii) improper conduct of monitoring and measuring of parameters
related to emissions from the pulping operations in the Facility.

The Consent Decree is the result of extensive negotiations
between the Debtors and the EPA, which are intended to settle the
claims relating to the alleged Clean Air Act Violations, Mr.
Greecher avers.  Moreover, the Consent Decree also establishes
mutually satisfactory reporting and operational guidelines that
will ensure the Debtors' continued compliance with the Clean Air
Act in the future, according to Mr. Greecher.

The pertinent provisions of the Consent Decree are:

  (1) A Civil Penalty will be asserted against the Debtors for
      $30,000, to be allowed as a prepetition general unsecured
      claim in the Debtors' Chapter 11 cases, in favor of the
      United States.  The Penalty will not be subject to
      discrimination or subordination.

  (2) All of EPA's civil claims under the Complaint are
      resolved.

  (3) The Debtors will be required to submit applications to the
      Tennessee Department of Environment and Conservation to
      amend the Debtors' Operating Permit and the Emission
      Limits for certain boilers at the Calhoun Facility.

  (4) The Debtors will be required to acquire, install,
      calibrate, certify and operate Continuous Emission
      Monitors at the Calhoun Facility.  The Debtors will also
      have additional monitoring, reporting and testing
      obligations.

  (5) Failure to comply with the Consent Decree will result in
      the Debtors' payment of $1,000 per day, pursuant to a
      written demand, until the violation is corrected.

  (6) The Consent Decree will be lodged with the U.S. District
      Court for the Eastern District of Tennessee.  The U.S.
      Government, on behalf of the EPA, reserves the right to
      withdraw or withhold its consent of the comments given
      regarding the Consent Decree, with respect to those that
      disclose facts or considerations indicating that the
      Consent Decree is inappropriate, improper or inadequate.

Mr. Greecher points out that the agreed $30,000 Penalty "is truly
a de minimis amount" when compared with the Debtors' potential
exposure under the EPA's Complaint.

No objections were asserted against the Debtors' request.

                   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).


ADVANTA CORP: Says Going Concern Depends on New Biz Opportunities
-----------------------------------------------------------------
Advanta Corp. said its ability to continue as a going concern may
depend on the successful implementation of a plan for new business
opportunities.

Advanta made the disclosure in its second quarter report on Form
10-Q, where it reported a net loss of $330,069,000, compared with
a $4,015,000 net income during three months ended June 30, 2009.

As of June 30, 2009, the Company had $3,128,981,000 in assets
against total liabilities of $3,031,763,000.

Currently, Advanta's business consists of the servicing of the
business credit card receivables its own on its balance sheet and
those that are owned by the Advanta Business Card Master Trust.

"In order to continue as a going concern we may need to
successfully implement a new business plan for new business
opportunities that will generate revenues and profits in the
future.  There can be no assurance that we will be able to do
that," Advanta said.

In this connection, its bank subsidiary, Advanta Bank Corp., is
subject to the requirements of two agreements with the Federal
Deposit Insurance Corporation.  The agreements place significant
restrictions on Advanta Bank's activities and operations,
including its deposit-taking operations, and require Advanta Bank
Corp. to maintain a total risk-based capital ratio of at least 10%
and a tier I leverage capital ratio of at least 5%.  Its continued
operations may depend on Advanta Bank Corp.'s ability to comply
with the requirements of the regulatory agreements, the Company
said.

In addition, one of the regulatory agreements provides that
Advanta Bank Corp. terminate its deposit-taking activities and
deposit insurance after payment of its existing deposits, unless
it submits a plan for the continuation of its deposit-taking
operations and deposit insurance that is approved by the FDIC.  If
Advanta Bank is unable to obtain approval from the FDIC to
continue its deposit-taking operations it could reduce new
business opportunities it might want to pursue.  The Company also
noted that while it does not anticipate funding its operations
through increasing Advanta Bank deposits in the immediate future,
if Advanta Bank is unable to obtain approval from the FDIC to
continue its deposit taking operations, the Company may need to
find alternative sources of funding at some point in the future.
"If we are unable to develop and implement new business
opportunities that will generate sufficient revenues and profits
or if we are unable to access sufficient funding for new business
opportunities, we may not be able to continue as a going concern,"
Advanta Corp. said.

A copy of the Form 10-Q may be available for free at:

               http://researcharchives.com/t/s?416e

                        About Advanta Corp.

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


AGAINST ALL ODDS: Signs Deal with Gen. Growth for Lease Assignment
------------------------------------------------------------------
Prepetition, Against All Odds USA, Inc., is party to three lease
agreements with Debtors Willowbrook Mall, LLC; Woodbridge Center
Property, LLC, and Rouse SI Shopping Center, LLC.

Against All Odds sought and obtained the U.S. Bankruptcy Court
for the District of New Jersey's approval of a sale of
substantially all its assets.  Against All Odds held conducted an
auction as part of its sale and intends to assume and assign the
GGP Leases pursuant to Section 365 of the Bankruptcy Code to
either New Deal LLC, as stalking horse bidder, or the ultimate
buyer.

Accordingly, in a stipulation approved by the U.S. Bankruptcy
Court for the Southern District of New York, Against All Odds and
the Debtors agree to lift the automatic stay under Section 362(a)
of the Bankruptcy Court solely to allow Against All Odds to
assume and assign the GGP Leases.  However, the modification of
the automatic stay is without prejudice to the Debtors' rights
under Section 365(b) (x) to object to the amount of any proposed
cure of the outstanding amounts owing under any of the GGP
Leases; and (y) to adequate assurance of future performance under
each of the GGP Leases by the approved buyer.

If there is no approved buyer of the Against All Odds assets,
this stipulation will be deemed null and void.

                      About Against All Odds

Moonachie, New Jersey-based Against All Odds USA Inc. --
http://www.aao-usa.com/-- operates more than 70 men's apparel
stores from New York to California.  It sells clothing and
accessories targeted at young men including lines by Southpole, G
Unit, Ecko Unlimited and Converse.  It was founded in 1995.

The Debtor filed for bankruptcy protection on January 5, 2009
(Bankr. D. N.J. Case No. 09-10117).  The Hon. Donald H. Steckroth
presides over the case.  Dwight E. Yellen, Esq., and Michael James
Sheppeard, Esq., at Ballon, Stoll, Bader & Nadler PC in
Hackensack, New Jersey (Tel: (201) 342-7808) represent the Debtor.
Against All Odds listed both assets and debts to be less than
$50 million each.  According to court documents, Against All Odds'
20 largest creditors without collateral backing their claims are
owed a total of $10.6 million.  Wicked Fashions is listed as the
largest unsecured creditor, holding a $3.9 million claim.

The U.S. Bankruptcy Court for the District of New Jersey approved
on May 28, 2009, the sale of substantially all of Against All
Odds, USA, Inc.'s assets to New Deal, LLC.


AGT CRUNCH: Court Approves Sale to Angelo Gordon
------------------------------------------------
AGT Crunch Acquisition LLC obtained Judge Robert Gerber's approval
to sell its high-end fitness clubs, named Fitness Crunch, to
insider Angelo, Gordon & Co., after a settlement that calls for
the buyer to pay more money to creditors.

According to Bloomberg's Tiffany Kary, under the settlement,
approved in principle by Judge Gerber, Angelo Gordon will waive
rights to recover about $5 million in money transferred out of
Crunch's estate.  Angelo Gordon, which owned 92% of the stock of
Crunch Fitness prepetition, will also fun post-bankruptcy
litigation by the creditors and be shielded from lawsuits for its
involvement with Crunch.

As reported by the TCR on August 7, 2009, the official committee
of unsecured creditors in AGT Crunch's case conveyed opposition to
the sale to CH Fitness Investors LLC because the sale terms would
extinguish $17.5 million in avoidance claims.

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

Before resolution was reached, the Creditors Committee argued that
certain transfers made by AGT Crunch a year before the filing
should be recovered, or CH Fitness should provide adequate
consideration for those claims.  The Committee pointed out that
AGT Crunch wrongly transferred $4.6 million to insiders including
fund manager Angelo Gordon a year before the filing.  AGT Crunch
also paid $12.9 million to secured creditors during the 90 days
before the petition date.

                         About AGT Crunch

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

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


ALLIED CAPITAL: In Default of Asset Coverage Ratio Covenants
------------------------------------------------------------
Allied Capital Corporation reports that events of default related
to certain covenants have occurred and are continuing under the
company's revolving line of credit and private notes.  The
company's asset coverage ratio, which these debt agreements
require to be no less than 200%, was 174% as of June 30, 2009.

In July 2009, the company agreed in principle to terms with these
lenders and private noteholders on a comprehensive restructuring
of these debt agreements.  In connection with the restructuring
discussions, the company repaid $50 million of the outstanding
private notes in July 2009.  The terms of the restructuring are
non-binding and remain subject to final documentation and closure.
The company will disclose the terms of the restructuring when it
is completed.

Allied Capital said there can be no assurance of the timing of any
debt restructuring or that the company will complete a
restructuring of its debt.  Until the restructuring is completed,
this debt remains subject to acceleration.  The company expects
the restructured debt to result in a significantly increased cost
of capital.  As a result, the company expects its profitability
will be substantially reduced and that it would not be able to pay
a cash dividend for an extended period of time.

The company has focused its efforts on selling assets in its
portfolio to generate capital to improve its liquidity and de-
lever its balance sheet.  During the three and six months ended
June 30, 2009, the company sold or had repayments on portfolio
investments that generated cash proceeds of $345.5 million and
$587.3 million, respectively.  At June 30, 2009, the company had
cash and money market and other securities totaling $484.0 million
as compared to $50.7 million at December 31, 2008.

At June 30, 2009, the company had borrowings on its revolving line
of credit of $50.0 million, outstanding private notes of
$1.0 billion and outstanding public debt of $745.5 million.  In
addition as of June 30, 2009, $62.0 million in standby letters of
credit that have been issued under the revolving line of credit
remained outstanding.  During the three and six months ended
June 30, 2009, the Company repurchased publicly issued notes in
the market with a total par value of $132.0 million and
$134.5 million, respectively, for a total cost of $49.8 million
and $50.3 million, respectively.  After recognizing the remaining
unamortized original issue discount associated with the notes
repurchased, the company recognized a gain on repurchase of debt
of $81.5 million and $83.5 million for the three and six months
ended June 30, 2009, respectively.

                      About Allied Capital

Allied Capital Corp. -- http://www.alliedcapital.com/-- is a
business development company that is regulated under the
Investment Company Act of 1940.  Allied Capital has a portfolio of
investments in the debt and equity capital of middle market
businesses nationwide.  Founded in 1958 and operating as a public
company since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years. Allied Capital has a diverse
portfolio of investments in 92 companies across a variety of
industries.


AMBRILIA BIOPHARMA: CCAA Case Prompts Delay in Filing Q2 Results
----------------------------------------------------------------
Ambrilia Biopharma Inc. said the filing of its interim financial
statements, management's discussion and analysis and related CEO
and CFO certifications for the second quarter ended on June 30,
2009, will be delayed beyond the filing deadline of August 14,
2009.

On July 31, 2009, Ambrilia received protection under an initial
order granted pursuant to the Companies' Creditors Arrangement Act
(Canada).  As a result of Ambrilia's ongoing review process while
under CCAA protection, there is a high degree of measurement
uncertainty with respect to the appropriate carrying value of
certain of Ambrilia's assets on its balance sheet and as a result
Ambrilia is unable to prepare its Interim Filings.

Ambrilia intends to file with securities regulatory authorities
throughout the period in which it is in default, the same
information it provides to its creditors when the information is
provided to the creditors and in the same manner as it would file
a material change report.  While under CCAA protection, Ambrilia's
Board of Directors maintains its usual role and its management
remains responsible for Ambrilia's day-to-day operations, under
the supervision of the Court-appointed monitor.

Currently, the stay period under the Order will end on August 31,
2009, but may be extended upon further order of the Quebec
Superior Court.  Ambrilia plans to remedy the default and file the
Interim Filings as soon as it is able to do so.  However, Ambrilia
cannot confirm with certainty when it will be able to remedy the
default and file its Interim Fillings.

The CCAA Order also allows Ambrilia to postpone its annual and
special meeting of shareholders, previously scheduled to be held
on August 4, 2009, until a further date which will be within a
three-month period following the emergence of Ambrilia from
protection under the CCAA.

Raymond Chabot inc. is the court appointed Monitor for the CCAA
proceedings and will monitor the ongoing operations of Ambrilia
and its subsidiary, assist with the development and filing of a
plan of reorganization, compromise or arrangement with its
creditors and other stakeholders, liaise with creditors, partners
and other stakeholders and report to the court.  Fasken Martineau
DuMoulin LLP is acting as legal counsel for Ambrilia and its
subsidiary.

Ambrilia also intends to satisfy the provisions of the alternate
information guidelines of section 4.4 of National Policy 12-203 -
Cease Trade Orders for Continuous Disclosure Defaults as long as
it is in default of the filing requirements.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

On August 5, Ambrilia said the review by the Toronto Stock
Exchange of its common shares with respect to meeting the
requirements for continued listing has been stayed until August 30
or such later date as the court may order, pursuant to the Initial
CCAA Order.  Also, Ambrilia has refused the TSX's request as to
Ambrilia voluntarily suspend trading of its common shares.
Therefore, trading of Ambrilia's listed common shares continues.

                      About Ambrilia Biopharma

Ambrilia Biopharma Inc. -- http://www.ambrilia.com/-- is a
biotechnology company focused on the discovery and development of
novel treatments for viral diseases and cancer.  Ambrilia's
product portfolio is comprised of oncology and antiviral assets,
including two new formulations of existing peptides for cancer
treatment, a targeted delivery technology for cancer, an HIV
protease inhibitor program as well as HIV integrase and entry
inhibitors, Hepatitis C virus inhibitors and anti-Influenza A
compounds.  Ambrilia's head office, research and development and
manufacturing facilities are located in Montreal.


AMDL INC: Annual Stockholders' Meeting to be Held August 21
-----------------------------------------------------------
The Annual Meeting of Stockholders of AMDL, Inc., will be held at
the Company's corporate office, located at 2492 Walnut Avenue,
Suite 100, Tustin, California, on Tuesday, August 21, 2009, at
10:30 a.m., local time, to consider and vote upon:

     -- An amendment of the Company's Certificate of Incorporation
        to change the Company's name to "Radient Pharmaceuticals
        Corporation";

     -- A proposal to authorize the issuance of up to 6,500,000
        shares of common stock, par value $0.001 in connection
        with a potential offering of either Common Stock,
        convertible preferred stock, convertible debt or warrants
        to purchase Common Stock, to one or a limited number of
        third-party, accredited investors, which number of
        potentially issuable shares would constitute up to
        roughly 37.9% of the Company's issued and outstanding
        shares, on terms deemed acceptable by the Board of
        Directors, which may include a potential issuance price
        per share below the greater of a share of the Common
        Stock's book value or its market value at the time of
        issuance;

     -- A proposal to approve and ratify the issuance of up to
        3,346,665 shares of Common Stock, issuable upon conversion
        of the principal amount of the outstanding 10% convertible
        promissory notes and accompanying warrants to purchase
        Common Stock issuable on conversion thereof, which number
        of potentially issuable shares constituted roughly 20.9%
        of the issued and outstanding shares as of the date on
        which the Company closed its private offering of 10%
        convertible promissory notes, at a potential issuance
        price per share below the greater of a share of Common
        Stock's book value or its market value at such time;

     -- A proposal to approve and ratify the issuance of up to
        1,546,600 shares of Common Stock on exercise of
        outstanding warrants to purchase shares of Common Stock,
        which number of potentially issuable shares constituted
        roughly 9.7% of the Company's issued and outstanding
        shares as of the date on which the Company completed the
        final closing of the private offering of 12% (Series 1)
        senior promissory notes and warrants, at a potential
        issuance price per share below the greater of a share of
        the Common Stock's book value or its market value at such
        time, and will be issued upon the exercise of the warrants
        issued to the holders of such 12% senior promissory notes
        and the placement agents in the 12% Senior Note Offering;

     -- A proposal to approve and ratify the offering of the 12%
        (Series 2) senior promissory notes and warrants, which
        will result in approval and ratification of the issuance
        of up to 3,160,520 shares of the Common Stock, on exercise
        of outstanding warrants to purchase shares of Common
        Stock, which number of potentially issuable shares
        constituted approximately 18.1% of the issued and
        outstanding shares as of the date on which the Company
        completed the second closing of the private offering of
        12% Series 2 Note Offering, at a potential issuance price
        per share below the greater of a share of the Common
        Stock's book value or its market value at such time, and
        will be issued upon the exercise of the warrants issued to
        the holders of such 12% senior promissory notes and the
        placement agents in the 12% Series 2 Note Offering;

     -- The election of five directors as follows: two Class I
        directors to hold office until the 2012 Annual Meeting of
        Stockholders, one Class II director to hold office until
        the 2011 Annual Meeting of Stockholders, and two Class III
        directors to hold office until the 2010 Annual Meeting of
        Stockholders, or until the directors' successors will have
        been duly elected and qualified; or, in the event that the
        stockholders do not vote in favor of Proposal 7, then to
        elect five directors for one-year terms or until their
        successors will have been duly elected and qualified or
        until their death, resignation or removal;

     -- A proposal to amend and restate the Company's amended
        Certificate of Incorporation;

     -- A proposal to amend and restate the Company's Bylaws;

     -- A proposal to adopt a Stockholders Rights Agreement;

     -- The approval of the Company's 2008-2009 Performance and
        Equity Incentive Plan;

     -- A proposal to approve and ratify the issuance of 120,000
        shares of Common Stock to the independent directors; and

     -- Other business as may properly come before the Annual
        Meeting.

Only stockholders of record on July 2, 2009, are entitled to
notice of and to vote at the Annual Meeting.

                            About AMDL

Headquartered in Tustin, California, with operations in Shenzhen,
Jiangxi, and Jilin, China, AMDL, Inc., along with its subsidiary
Jade Pharmaceutical Inc., is a vertically integrated bio-
pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products.  The Company
employs roughly 500 people in the U.S. and China.

                        Going Concern Doubt

In its Form 10-Q filing in May 2009, AMDL disclosed it is actively
seeking additional debt or equity financing.  AMDL incurred net
losses before discontinued operations of $1,938,117 and $1,678,537
for the three months ended March 31, 2009 and 2008, and had an
accumulated deficit of $37,287,070 at March 31, 2009.  Moreover,
despite generating cash from operating activities of continuing
operations of $739,535 for the three months ended March 31, 2009,
AMDL used cash in operating activities of continuing operations of
$1,926,938 during the three months ended March 31, 2008.

At May 10, 2009, AMDL had cash on hand in the U.S. and China of
roughly $5,000,000.  Its operations in China currently generate
positive cash from operations, but the availability of any cash
from operations in China and the timing thereof may be uncertain.
Its receivables in China have been outstanding for extended
periods, and AMDL has experienced increased delays in collection.

Its U.S. operations currently require roughly $425,000 per month
to fund the cost associated with its general U.S. corporate
functions, payment by corporate of the salaries of executives in
China, and the expenses related to the further development of the
DR-70 test kit.  In lieu of reinvesting all cash flow from Chinese
operations in China, currently the necessary funds to meet its
cash flow obligations in the U.S. are being transferred from JPI
or JJB to AMDL in the United States.

KMJ Corbin & Company LLP, in Costa Mesa, California -- in its
April 2009 audit report on the Company's financial statements for
the year ended December 31, 2008 -- raised substantial doubt about
the Company's ability to continue as a going concern.

At March 31, 2009, AMDL had $41,803,234 in total assets and
$7,729,303 in total liabilities.


AMERICA WEST BANK: FDIC Orders Online Auction of FF&E
-----------------------------------------------------
Penny Worley Auctioneers is holding an online auction of
furniture, fixtures and equipment from FDIC Receivership for
America West Bank of Utah.

Items in this online bank auction include: computers, executive
office furniture, art works, leather chairs, office equipment,
storage and shelving, filing cabinets, decorative items, security
cameras, Diebold ATM machine, fire-proof filing cabinets, various
safes, and much more.

"This is a great opportunity to purchase some fine items,
including Ashley furniture," said Jerry Jenkins.  "All of these
items will sell to the highest bidders."

Mr. Jenkins said the items were ordered sold by the Federal
Deposit Insurance Corporation as receivership for America West
Bank of Utah.  In 2008, Penny Worley Auctioneers was named an
official auctioneer for the FDIC.

The online auction is open to the public.  Bidding ends August 21.
Bidders must register prior to bidding.  For more information,
visit http://www.WorleyAuctioneers.com/or call Jerry Jenkins at
(513) 313-9178.

Penny Worley Auctioneers conducts auctions throughout the United
States, including over 100 auctions in 2008.  The company is a
member of the National Auctioneers Association, the Ohio
Auctioneers Association and the Certified Appraisers Guild of
America, National Association of Realtors & Ohio Association of
Realtors and Members of the Cincinnati and Dayton Home Builders
Association.

    Jerry Jenkins
    Penny Worley Auctioneers
    (513) 313-9178
    jerry@worleyauctions.com

America West Bank is the 32nd bank to fail in 2009 and the second
in Utah.  America West Bank, in Layton, Utah, was closed in May by
the Utah Department of Financial Institutions, which appointed the
Federal Deposit Insurance Corporation as receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Cache Valley Bank, Logan, Utah, to assume all of
the deposits of America West.


APEX SILVER MINES: All Claims Have Been Substantially Resolved
--------------------------------------------------------------
Golden Minerals Company -- successor to Apex Silver Mines Limited
for purposes of reporting under the U.S. federal securities laws,
upon emergence from Chapter 11 bankruptcy on March 24, 2009 --
disclosed that all of the Chapter 11 claims in the case have now
been substantially resolved.  ASML is in liquidation in the Cayman
Islands that will include cancellation of ASML ordinary shares.

On Monday, Golden Minerals reported that for the second quarter
2009, it recorded a total net loss of $6.5 million, which included
among other items, $1.8 million in revenue net of associated costs
for management services, a loss of $1.3 million on the mark down
of its auction rate security investments, $3.0 million of
administrative expense, $3.0 million of exploration expense, and
$600,000 of reorganization cost.

                    About Apex Silver Mines

Headquartered in Denver, Colorado, Apex Silver Mines Limited (Pink
Sheets:APXSQ) -- http://www.apexsilver.com-- explores and
develops silver and other mineral properties in Central and South
America.  The Company is based in George Town, Cayman Islands.
The Company and its affiliate, Apex Silver Mines Corporation,
filed for Chapter 11 protection on January 12, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10182).  James L. Bromley, Esq., and Sean A.
O'Neal, Esq., at Cleary Gottlieb Steen & Hamilton LLP, represented
the Debtors in their restructuring efforts.  Davis Graham & Stubbs
LLP served as special purpose counsel; Jefferies & Co, Inc. as
financial advisor; and Epiq Bankruptcy Solutions LLC as claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $500 million to
$1 billion each.

Apex Silver Mines said the Joint Plan of Reorganization filed
together with wholly owned subsidiary Apex Silver Mines
Corporation became effective on March 24, 2009, and that the
Company and ASMC have emerged from Chapter 11 proceedings.  Under
the Plan, Golden Minerals Company, a newly formed Delaware
corporation, became the successor to the Company's assets.  The
Company's pending provisional liquidation proceedings under Cayman
Islands law was converted to a compulsory liquidation.

The United States Bankruptcy Court for the Southern District of
New York entered an order confirming the Plan on March 4, 2009.

Pursuant to the Plan, Sumitomo Corporation acquired the Company's
direct and indirect interests in the San Cristobal mine, including
its 65% interest in Minera San Cristobal, for a cash purchase
price of $27.5 million, plus $2.5 million in expense
reimbursements and the assumption of certain liabilities.  The
Company has been released and discharged from liabilities
associated with the San Cristobal mine, including its guarantee of
San Cristobal's indebtedness.

ASMC entered into a Management Services Agreement with Sumitomo
under which it will provide certain management services with
respect to the San Cristobal mine and receive an annual fee of
roughly $6.0 million, and a potential annual incentive fee of
$1.5 million.  The Management Agreement will have an initial term
of 12 months and thereafter may be terminated by Golden Minerals
with 12 months' prior notice or by Sumitomo with six months' prior
notice. If terminated by Sumitomo, Golden Minerals will be
entitled to a $1.0 million termination fee.


APPIAN LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Appian LLC
        136 Worcester Road
        Wellesley, MA 02481

Case No.: 09-17602

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: August 10, 2009

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

Judge: Joan N. Feeney

Debtor's Counsel: John F. Davis, Esq.
                  900 Cummings Center, Suite 207T
                  Beverly, MA 01915
                  Tel: (978) 232-9640
                  Fax: (978) 232-9644
                  Email: john@jfdesq.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.


APRIA HEALTHCARE: S&P Assigns 'B+' Rating on $310 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned Lake-Forest,
California-based oxygen, infusion and medical equipment provider
Apria Healthcare Group Inc.'s proposed issuance of $310 million
senior secured notes due 2014 (series A-2) its issue-level rating
of 'B+' (one notch lower than the 'BB-' corporate credit rating on
the company).  S&P also assigned the notes a recovery rating of
'5', indicating S&P's expectation of modest (10%-30%) recovery for
noteholders in the event of a payment default.  All other ratings
are unchanged.

                           Ratings List

                    Apria Healthcare Group Inc.

           Corporate Credit Rating        BB-/Stable/--

                            New Rating

                    Apria Healthcare Group Inc.

                          Senior Secured
                 $310 mil. notes due 2014      B+
                 Recovery Rating               5


ASARCO LLC: Creditors Might Collect More than $2-Bil Owed to Them
-----------------------------------------------------------------
Asarco LLC CEO Joseph Lapinsky said at the plan confirmation
hearing that some creditors might collect more than the $2 billion
they are owed depending on how Judge Richard Schmidt rules in the
case, Steven Church at Bloomberg News reported.  According to Mr.
Church, the CEO acknowledged that possibility during the opening
of a two-week bankruptcy hearing where the judge will choose
between competing plans filed for ASARCO.

Under the plan proposed by ASARCO LLC, unsecured creditors would
receive more the 100% because a unit of Asarco's parent, Grupo
Mexico SAB, lost a related fraudulent transfer lawsuit last year
and was ordered to return stock worth more than $7 billion,
Mr. Church said, citing court records.

                         Competing Plans

ASARCO LLC has sent to creditors three competing Chapter 11 plans
for voting -- plans sponsored by investors led by Harbinger
Capital Partners Master Fund I Ltd., another by parent Grupo
Mexico SAB, through ASARCO Inc. and a third by ASARCO LLC.  The
Bankruptcy Court began confirmation hearings for the competing
plans on August 10.

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.59 billion in cash
and assume certain liabilities as part of its consideration in
exchange for ASARCO's assets.

Grupo Mexico, through ASARCO Inc. and Americas Mining Corp., is
offering to purchase ASARCO LLC, in exchange for $1.72 billion in
cash plus a note for $280 million for unsecured creditors.  The
Plan, however, includes the cancellation of the fraudulent
transfer judgment.

Harbinger's plan proposes to purchase ASARCO's assets for
$500 million and the assumption of certain liabilities.

While it is not withdrawing its Plan, Harbinger has asked the
Court to suspend confirmation of its own plan to conserve estate
resources.  It said that since it filed its Plan, the Debtors and
Grupo Mexico have made substantial modifications to the terms of
their proposed plans.

                      Asarco LLC vs. Parent

According to Bloomberg, at the hearing on August 10, Grupo Mexico
and Sterlite each increased the cash portions of their offers.

Grupo Mexico's plan is worth more to creditors than the Sterlite
offer because it pays more to creditors than the Sterlite offer
because it pays more in cash and because its note is guaranteed,
Robert Moore, Esq., said, according to the Bloomberg report.

Mr. Moore also the bankruptcy judge to reject ASARCO LLC's plan
because under the bankruptcy court rules, creditors can't get more
than what they are owed plus interest.

                        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).

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: Has Confidential Pact With Charlotte Thornton
---------------------------------------------------------
Charlotte M. Thornton of Sunland Park, New Mexico, informs Judge
Richard Schmidt that she has entered into a "'Strictly Private and
Confidential' Nondisclosure and Confidentiality Agreement" with
ASARCO LLC through its real estate attorneys regarding real
estate tied to ASARCO's bankruptcy estate.

By this motion, Ms. Thornton seeks a protective order to enable
her to file an "Under Seal Motion."  She asserts that her
confidential request is derived from fully reviewed matters of
confidential, commercial in nature and relating to the 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: Proposes Settlement With 7 Tennessee Workers
--------------------------------------------------------
For many years, ASARCO LLC's Tennessee Mines Division extracted
ore from the Immel, Young, and Coy zinc mines in eastern
Tennessee, and operated a mill at the Young mine.  Certain former
employees of ASARCO who worked at TMD filed proofs of claim based
on alleged work-related injuries.  Seven of the workers have
agreed to accept general unsecured claims in amounts that are
consistent with settlements and judgments that were obtained by
similarly-situated employees before the bankruptcy.  They are:

                                         Allowed
   Settling Creditor    Claim No.    Unsecured Claim
   -----------------    ---------    ---------------
   Taylor, Henry          10171          $87,500
   Donaldson, Neta        10176           45,000
   Elmore, Lonnie         10175           50,000
   Nance, Lloyd           10173           22,000
   Nance, Jeff            10174            6,000
   Wood, Carolyn          10172            5,000
   Strange, Hal           10170            2,385

In the interest of avoiding litigation over the scope of the
Debtors' liability on the Claims, if any, ASARCO and the
Creditors have negotiated and agreed to settle the Claims.
ASARCO, therefore, asks the Court to approve its compromise and
claims settlement with 7 Tennessee Creditors.

Pursuant to Section 362(d)(1) of the Bankruptcy Code, ASARCO also
asks the Court to modify the automatic stay to allow the Settling
Creditors to seek approval of the claims settlement in the
Tennessee State Court, where certain of the claims were
originally filed or could have been filed, or in the Tennessee
Department of Labor.

The key provisions of the proposed Claims Settlement are:

  -- For each of the Settling Creditors, ASARCO agrees to allow
     general unsecured claims equal to the proposed Allowed
     Unsecured Claim;

  -- An Allowed Unsecured Claim includes an agreed-upon payment
     for one or more of these:

     * permanent partial disability;

     * reimbursement for past medical expenses relating to the
       claimant's alleged work-related injury or injuries;

     * any outstanding Court costs; and

     * future medical expenses relating to the alleged work-
       related injury or injuries; and

  -- The Settling Creditors agree that their proofs of claims
     will be deemed amended to assert only the amounts ASARCO
     has agreed to allow, and to release any future claims
     against ASARCO relating to alleged work-related injury or
     injuries.

ASARCO intends to execute separate settlement agreements with
each Settling Creditor.  ASARCO notes that the terms of the
Claims Settlements are substantively identical and all are
conditioned on the approval of the Bankruptcy Court.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Union Head Back Employee Opposition to Grupo Mexico
---------------------------------------------------------------
Grant Winston, president of the United Steelworkers Associate
Members, Greater Tucson Chapter, wrote to the Court on behalf of
USW members to support Mission and Silver Bell Units employees'
opposition to the proposed take over by Grupo Mexico SAB de C.V.
of the Debtors' businesses.

Mr. Winston contended that many of the workers at Mission and
Silver Bell worked in the mines when Grupo Mexico owned the mines
in the past, and the employees' first-hand experience with it was
"horrendous."  He asserted that Grupo Mexico's management
approach totally disregards important workplace considerations,
like worker safety, fairness and environmental precautions.  He
related that Grupo Mexico's poor track record is not isolated in
Tucson mines, but "can be seen practically everywhere the
oppressive and inconsiderate hand of Grupo management reaches."

"Judge I think it would be safe for us to assume your agreement
that the workers and their families who stand to be affected by
your decision more than perhaps anyone else are major
stakeholders in that decision," Mr. Grant said.  "They do not
wish to be returned to the 'tender mercies' of Grupo Mexico --
they have been there and done that, and it did not, and would
not, end well," he averred.

                         USW Responds

Patrick M. Flynn, Esq., in Houston, Texas, tells the Court that,
without any comment on the contents of the letter, the USW did
not authorize the sending of Mr. Grant's letter.

Mr. Grant was not and is not authorized to communicate with the
Court on behalf of the USW and that he was not and is not
authorized to send communications on USW letterhead with the name
of USW District Director Robert LaVenture on it, Mr. Flynn says.

                         Competing Plans

ASARCO LLC has sent to creditors three competing Chapter 11 plans
for voting -- plans sponsored by investors led by Harbinger
Capital Partners Master Fund I Ltd., another by parent Grupo
Mexico SAB, through ASARCO Inc. and a third by ASARCO LLC.  The
Bankruptcy Court began confirmation hearings for the competing
plans on August 10.

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.59 billion in cash
and assume certain liabilities as part of its consideration in
exchange for ASARCO's assets.

Grupo Mexico, through ASARCO Inc. and Americas Mining Corp., is
offering to purchase ASARCO LLC, in exchange for $1.72 billion in
cash plus a note for $280 million for unsecured creditors.  The
Plan, however, includes the cancellation of the fraudulent
transfer judgment.

Harbinger's plan proposes to purchase ASARCO's assets for
$500 million and the assumption of certain liabilities.

While it is not withdrawing its Plan, Harbinger has asked the
Court to suspend confirmation of its own plan in order to conserve
estate resources.  It said that since it filed its Plan, the
Debtors and Grupo Mexico have made substantial modifications to
the terms of their proposed plans.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASCENDANT UTAH: Meeting of Creditors Scheduled for September 3
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Ascendant Utah, LLC's Chapter 11 case on September 3, 2009, at
3:00 p.m.  The meeting will be held at 300 Las Vegas Blvd., South,
Room 1500, Las Vegas, Nevada.

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

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

Las Vegas, Nevada-based Ascendant Utah, LLC, filed for Chapter 11
on July 28, 2009 (Bankr. D. Nev. Case No. 09-23539).  Christopher
Patrick Burke, Esq., who has an office in Las Vegas, Nevada,
assists the Company in its restructuring efforts.  The Company
said it does not have unsecured creditors who are non-insiders
when it filed its petition.  In its petition, the Debtor listed
total assets of $47,000,210 and total debts of $33,513,303.


AVERY ENVIRONMENTAL: Chapter 11 Trustee Takes Over
--------------------------------------------------
John P. Boan at Times-Georgian reports that a Chapter 11 trustee
has been named to help maintain Avery Environmental Services,
Inc., and keep the Company from having to liquidate its assets.

Times-Georgian didn't disclose the trustee's name.

According to Times-Georgian, County Attorney Cynthia Daley told
the Carroll County Board of Commissioners on Tuesday that it came
to the county's attention that the Company was liquidating
equipment.  Times-Georgian relates that one of Avery
Environmental's creditors had also filed a motion to convert the
Company's bankruptcy proceedings into Chapter 7 liquidation.
County officials then met with representatives from First Georgia
Bank, Avery Environmental's biggest creditor, and after additional
discussions between the bank and other stakeholders, a decision
was made to appoint a trustee to help right the Company's troubled
finances, Times-Georgian states.

Times-Georgian says that the trustee has been directed to approve
a management company to assist Avery Environmental in meeting the
requirements of the restructuring.  Citing Ms. Daly, Times-
Georgian states that Avery Environmental will continue with daily
pickups at all the county's convenience centers.

The city of Carrollton, which previously had a contract with Avery
Environmental for the pickup of curbside recyclables, will be
taking over the recycling collection services by August 31
regardless of what happens to the Company, Times-Georgian reports.

Carrollton, Georgia-based Avery Environmental Services, Inc.,
filed for Chapter 11 bankruptcy protection on October 30, 2008
(Bankr. N.D. Ga. Case No. 08-13222).  George M. Geeslin, Esq., who
has an office in Atlanta, Georgia, assists the Company in its
restructuring efforts.  The Company listed $1,000,000 to
$10,000,000 in assets and $1,000,000 to $10,000,000 in debts.


B & L INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: B & L Investments, Inc.
        676 N. Battlefield Boulevard, Suite B
        Chesapeake, VA 23320

Bankruptcy Case No.: 09-73281

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
B & L Battlefield Texaco, LLC                      09-73282
B & L Independence Texaco, LLC                     09-73283
B & L Little Creek Texaco, LLC                     09-73284
B & L Pembroke, LLC                                09-73285
B & L RC2-Speedzone, LLC                           09-73286
Racecoast Edmonds Corner, LLC                      09-73287
Racecoast, LLC                                     09-73288

Chapter 11 Petition Date: August 9, 2009

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

Debtor's Counsel: Karen M. Crowley, Esq.
                  Crowley, Liberatore, & Ryan, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  Email: kcrowley@clrfirm.com

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

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

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

         http://bankrupt.com/misc/vaeb09-73281.pdf

The petition was signed by Syed Sherazi, president of the Company.


BAHMAN INC: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Bahman, Inc.
        1910 Dual Highway
        Hagerstown, MD 21740

Bankruptcy Case No.: 09-24692

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Craig Palik, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Fax: (301) 982-9450
                  Email: cpalik@mhlawyers.com

Estimated Assets: $0 to $50,000

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

The Debtor identified Miles & Stockbridge, P.C. with a claim for
$16,760 as its largest unsecured creditor.  A full-text copy of
the Debtor's petition is available for free at:

            http://bankrupt.com/misc/mdb09-24692.pdf

The petition was signed by Bahman Rowhani, managing member of the
Company.


BALL CORP: Moody's Assigns 'Ba1' Rating on $325 Million Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to both the new
$325 million senior unsecured notes due 2016 and the new
$325 million senior unsecured notes due 2019 of Ball Corporation.
Moody's also affirmed the company's Ba1 corporate family and
probability of default rating.  The rating outlook remains stable.
Additional instrument ratings are detailed below.

The rating is in response to the company's announcement on
August 10, 2009, that it had commenced an offering of
approximately $325 million senior unsecured notes due 2016 and
$325 million of senior unsecured notes due 2019.  The net proceeds
of the offering will be used to finance the proposed acquisition
of certain beverage can manufacturing assets from Anheuser-Busch
InBev for total cash consideration of approximately $577 million
(announced on July 1, 2009).  The transaction is expected to close
at year end or early in the first quarter of 2010, subject to
regulatory approval.

The affirmation of the rating despite the completely debt financed
transaction reflects the modest increase in pro-forma leverage,
the strong pro-forma free cash flow and the company's commitment
to direct all free cash flow to debt reduction over the near term.
The affirmation also reflects Ball's stable profitability, the
well consolidated industry structure and good post acquisition
liquidity.  Pro-froma for the transaction, leverage will increase
to approximately 3.75 times from 3.5 times.  The integration of
the assets is not likely to pose any difficulty given the
company's past track record and similarity of the acquired assets
to the existing operations.  Moody's anticipates that credit
metrics will return to pre-acquisition level quickly.

The rating is constrained by the company's aggressive financial
policies, concentration of sales and primarily commoditized
product line.  The rating is also constrained by an EBIT margin
that is weak for the rating category.

Moody's took these rating actions:

  -- Affirmed corporate family rating, Ba1

  -- Affirmed probability of default rating, Ba1

  -- Assigned $325 million senior unsecured notes due August 2016,
     Ba1 (LGD 4, 54%)

  -- Assigned $325 million senior unsecured notes due August 2019,
     Ba1 (LGD 4, 54%)

  -- Affirmed $715 million multicurrency credit facility due
     October 2011, Ba1 (LGD 4, 54% from 53%)

  -- Affirmed $35 million Canadian credit facility due October
     2011, Ba1 (LGD 4, 54% from 53%)

  -- Affirmed GBP85 million Term A Loan due October 2011, Ba1 (LGD
     4, 54% from 53%)

  -- Affirmed EUR350 million Term B Loan due October 2011, Ba1
     (LGD 4, 54% from 53%)

  -- Affirmed CAD 149 million Term C Loan due October 2011, Ba1
     (LGD 4, 54% from 53%)

  -- Affirmed $450 million Term D Loan due October 2011, Ba1 (LGD
     4, 54% from 53%)

  -- Affirmed $509 million 6.825% senior unsecured notes due
     December 2012, Ba1 (LGD 4, 54% from 53%)

  -- Affirmed $450 million 6.625% senior unsecured notes due March
     2018, a Ba1 (LGD 4, 54% from 53%)

The ratings outlook is stable.

The rating and outlook are subject to final documentation and use
of proceeds.

Moody's last rating action on Ball occurred on September 29, 2006,
when Moody's affirmed Ball's Ba1 corporate family rating and
introduced its loss given default methodology.

Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal and plastic packaging, primarily for beverages, foods and
household products, and a supplier of aerospace and other
technologies and services to government and commercial customers.
Revenue for the twelve month period ended June 28, 2009 totaled
approximately $7.2 billion.


BALL CORP: S&P Assigns 'BB+' Rating on $650 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' senior
unsecured debt rating (the same as the corporate credit rating on
the company) and a recovery rating of '3' to Ball Corp.'s proposed
offering of $650 million of senior unsecured notes maturing in
2016 and 2019.  These ratings indicate S&P's expectation of
meaningful (50% to 70%) recovery for senior unsecured noteholders
in the event of a payment default.

At the same time, S&P assigned a preliminary senior unsecured debt
rating of 'BB+' to Ball Corp.'s shelf registration under which the
notes will be issued.

Although Ball plans to use the proceeds of the notes offering to
finance the $577 million acquisition of the plants from A-B InBev,
the offering is not conditioned upon completion of the
acquisition, which the company expects to close in late 2009 or
early 2010, subject to regulatory approval.  If the acquisition is
not completed, Ball expects to use the net proceeds from the
offering for general corporate purposes, including other potential
acquisitions, the refinancing or repayment of debt, working
capital, share repurchases or capital expenditures.

"The ratings on Broomfield, Colo.-based Ball Corp. reflect its
position as one of the world's leading beverage and food can
manufacturers.  Key business strengths include relatively stable
demand and the ability to pass through raw material cost
fluctuations to customers on a timely basis, resulting in
relatively stable earnings and cash flow," said Standard & Poor's
credit analyst Cynthia Werneth.  Aggressive financial policies
that keep the company significantly leveraged, as well as somewhat
less financial flexibility than most peers, balance these
attributes.  Pro forma for the notes offering, total adjusted debt
at June 28, 2009, was about $3.9 billion.  S&P adjust debt to
include about $900 million of tax-effected underfunded
postretirement benefits, off-balance sheet receivables financing,
and capitalized operating leases.

Ball's financial profile should remain in a range appropriate for
the ratings, given its satisfactory business profile, relatively
steady free cash flow generation, and track record of restoring
credit quality following acquisitions.  S&P expects FFO to debt to
average about 20%.  Once debt associated with the A-B InBev
transaction has been reduced, the economy stabilizes, and the
company addresses its upcoming debt maturities, S&P think that the
company will use discretionary cash flow for additional
acquisitions and share repurchases.  S&P could lower the ratings
or revise the outlook to negative if the company followed the AB-
InBev acquisition with another meaningful-sized, debt-financed
transaction or the resumption of significant share repurchases
before it has strengthened the financial profile.  Financial
policies would likely preclude an upgrade.


BEARINGPOINT INC: Halts Quarterly Reports With SEC
--------------------------------------------------
Following the commencement of the Chapter 11 cases, Bearingpoint
Inc.'s available management has been particularly strained by the
considerable attention required for administering the Chapter 11
Cases and marketing, negotiating and consummating the sale of the
Company's businesses and assets.

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

Because of the Company's current financial position, coupled with
the loss of a significant number of personnel who previously
participated in the preparation of the Company's periodic
reporting obligations, the Company is incapable of absorbing the
costs and tasks associated with preparing its Form 10-Q.
Consequently, the Company will not file the Form 10-Qs for the
periods ended June 30, 2009 and March 31, 2009 and has adopted a
"modified reporting" program with respect to its reporting
obligations under the federal securities laws.  The Company will
continue to file under cover of Form 8-K copies of the monthly
financial reports that are required to be filed with the Court in
lieu of continuing to file quarterly and annual reports under
Section 13(a) of the Securities Exchange Act of 1934, as amended.

The Company will also continue to file other current reports on
Form 8-K as required by the federal securities laws.  The Company
believes that this "modified reporting" program is consistent with
the protection of its investors and creditors as set forth in the
Securities and Exchange Commission's Exchange Act Release No.
9660, dated June 30, 1972, and Staff Legal Bulletin No. 2, dated
April 15,

                         About BearingPoint

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

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

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


BIOJECT MEDICAL: Reports $301,000 Net Loss in June 30 Quarter
-------------------------------------------------------------
Bioject Medical Technologies Inc. reported revenues of
$1.7 million for the second quarter ended June 30, 2009, unchanged
from the comparable 2008 period.  Product sales were $1.6 million
in the 2009 period compared to $1.4 million in the comparable 2008
period.  License and technology fees were $124,000 for the quarter
ended June 30, 2009 compared to $275,000 in the comparable 2008
period.

The Company reported a net loss of $301,000 in the second quarter
of 2009 compared to a net loss of $916,000 in the second quarter
of 2008.  The Company reported an operating loss of $108,000 in
the second quarter of 2009 compared to an operating loss of
$787,000 in the second quarter of 2008.  Included in the current
quarter operating loss is $308,000 of non-cash expenses compared
to non-cash expenses of $591,000 in the second quarter of 2008.
The charges in the 2009 quarter are comprised of non-cash
compensation expense related to the fair value of stock-based
awards, warrants and stock funding of $121,000 compared to
$275,000 in the comparable year ago period, and depreciation and
amortization of $187,000 compared to $222,000 in the comparable
year ago period. Also included in the second quarter 2008 non-cash
charge is $94,000 related to the write-off of goodwill.

Net loss allocable to common shareholders for the second quarter
of 2009 was $313,000 compared to $989,000 in the comparable 2008
period.  Included in the net loss allocable to shareholders in the
2009 period is a $145,000 non-cash charge related to the change in
the fair value of derivative liabilities.

As of June 30, 2009, the Company had $5.6 million in total assets;
$3.2 million in total current liabilities, $1.3 million in
deferred revenues, and $373,000 in other long-term liabilities;
and $636,000 in stockholders' equity.  At June 30, 2009, Cash and
cash equivalents totaled $1.3 million and accumulated deficit is
$121.6 million.

Basic and diluted net loss per share allocable to common
shareholders for the quarter ended June 30, 2009 was $0.02 per
share on 17.0 million weighted average shares outstanding compared
to a net loss of $0.06 per share on 15.7 million weighted average
shares outstanding for the same period of 2008.

For the six months ended June 30, 2009, Bioject reported revenues
of $3.7 million compared to revenues of $3.5 million in the
comparable period of 2008.  The six month 2009 operating loss was
$283,000 compared to $1.5 million in the comparable period of
2008.  Net loss allocable to common shareholders was $550,000, or
$0.03 per share, in the six-month period ended June 30, 2009
compared to $1.8 million, or $0.11 per share, in the comparable
period of 2008.

"Results for the second quarter and first six months of 2009
indicate that we are making significant progress during
challenging times.  We are pleased to report that product sales
were up 13% and 12% for the second quarter of 2009 and the first
six months of 2009, respectively, as compared to the prior year
periods.  In addition, we were able to reduce the operating loss
for the second quarter and the first six months of 2009 by 86% and
81%, respectively, as compared to the same periods in 2008.  Our
determined efforts have also contributed to reductions in total
operating expenses of 27% and 20% for the second quarter and year
to date, respectively, over the same periods last year.  While we
continue to make positive improvements to our operational and
financial results, we still have work to do in overcoming the
challenges ahead, and a priority focus remains to address our debt
obligations and improve our cash position," said Ralph Makar,
President and CEO.

Bioject Medical Technologies Inc., based in Portland, Oregon,
develops and manufactures needle-free injection therapy systems.
Due to the Company's limited amount of additional committed
capital, recurring losses, negative cash flows and accumulated
deficit, the report of its independent registered public
accounting firm for the year ended December 31, 2008, expressed
substantial doubt about the Company's ability to continue as a
going concern.


BROOK STREET: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Brook Street Inc.
        3434 East Bengal Boulevard Suite 177
        Salt Lake City, UT 84121

Bankruptcy Case No.: 09-28298

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Andres' Diaz, Esq.
                  1 On 1 Legal Services
                  307 West 200 South, Suite 3004
                  Salt Lake City, UT 84101
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803
                  Email: courtmail@adexpresslaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Christian N. Peterson, president of the
Company.


BRUNSWICK CORP: Moody's Rates $250 Million Notes at 'Ba3'
---------------------------------------------------------
Moody's Investors Service rated Brunswick's new proposed
$250 million senior secured notes Ba3 and affirmed all of its
existing ratings.  The existing ratings include a B2 CFR and PDR,
Caa1 for the senior unsecured notes and a liquidity rating of SGL
2.  The rating outlook is negative.

Proceeds from the secured notes are expected to be used to tender
for the $150 million notes due in June 2011 at par, general
corporate purposes and to purchase a portion of the $250 million
notes due in June 2013 on the open market.

Brunswick's B2 corporate family and probability of default ratings
reflect the severe decrease in discretionary consumer spending and
most notably for highly discretionary marine related products,
which has resulted in weak credit metrics and a significant
decrease in revenue and operating income.  While revenue and
earnings are expected to further decrease for the remainder of
2009 due to the dramatic reduction in production, both are
expected to improve in 2010 and 2011 assuming demand does not
decrease significantly from its current levels.  "Embedded in the
B2 rating is Moody's expectation that production will start
matching or exceeding retail demand by Q1 2010 and that Brunswick
will maintain its good liquidity position with the combination of
cash and availability under its revolver not falling below
$400 million, cash of at least $300 million and no draw downs
under the $400 million ABL credit facility" said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service.

The affirmation of the SGL 2 speculative grade liquidity rating
reflects Moody's view that Brunswick will maintain a good
liquidity profile over the next twelve months.  Brunswick's
liquidity profile is highlighted by cash balances of around
$460 million, no debt maturities until 2013 (assuming the
$150 million notes due in 2011 are refinanced in full with the
proceeds from the $250 million secured notes) and access to an
undrawn $400 million asset based credit facility, which has around
$80 million to $100 million available.  Brunswick liquidity
profile also benefits from the lack of any maintenance financial
covenants (the $400 million ABL and GE joint venture agreement
both contain a 1.1x fixed charge coverage ratio covenant if
availability under the $400 million revolver falls to $60 million
or less), and the ability to monetize select marine brands.
Despite Moody's expectation that Brunswick should be able to
generate free cash flow over the next twelve months, the company's
liquidity profile is constrained by the high degree of uncertainty
in discretionary consumer spending and the limited potential to
generate a significant amount of additional cash from working
capital.  If the company does not start generating cash flow from
operations rather than from working capital in the first half of
2010, its liquidity profile may be pressured.

The negative outlook reflects the continuing uncertainty in
discretionary consumer spending and notably in the marine market,
and, despite the recent improvement, the tenuous recovery in the
capital markets.  The negative outlook also reflects Moody's view
that discretionary spending will likely remain weak over the near
term a well as Moody's concern that there could be additional
marine dealership failures.

The Ba3 rating on the senior secured notes reflects a B2
probability-of-default rating and an LGD 2.  The Ba3 senior
secured note rating also reflects its junior position to the
$400 million ABL revolving credit facility, its seniority to the
$100 million Mercury receivable ABL and the senior unsecured notes
and its upstream guarantees from operating subsidiaries.

Ratings assigned include:

* Senior secured notes due 2014 at Ba3 (LGD 2, 29%);

Ratings affirmed/assessments revised include:

* Corporate family rating at B2;

* Probability of default rating at B2;

* Senior unsecured notes rating at Caa1 (LGD 5, 87% from LGD 5,
  83%);

* Speculative grade liquidity rating at SGL 2

The last rating action was on January 6, 2009, where Moody's
assigned a liquidity rating, confirmed all other ratings and kept
the ratings outlook negative

Brunswick is headquartered in Lake Forest, Illinois.  The company
manufactures marine engines, pleasure boats, bowling capital
equipment and fitness equipment, and operates retail bowling
centers.  Sales for the twelve months ended July 4, 2009,
approximated $3.3 billion.


BRUNSWICK CORP: S&P Puts B Issue-Level Rating on $250MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Brunswick Corp.'s proposed $250 million senior secured notes due
2016.  S&P assigned the notes an issue-level rating of 'B' (one
notch higher than the 'B-' corporate credit rating on the company)
with a recovery rating of '2', indicating S&P's expectation of
substantial (70%-90%) recovery for noteholders in the event of a
payment default.  Proceeds from the offering will be used to fund
the tender offer for the $150 million notes due 2011 and general
corporate purposes, including repaying other debt of the company.

Also, S&P revised its recovery rating on Brunswick's senior
unsecured debt to '6', indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default, from '4'.
S&P lowered the issue-level rating on this debt to 'CCC' (two
notches lower than the 'B-' corporate credit rating) from 'B-', in
accordance with S&P's notching criteria for a '6' recovery rating.
The recovery rating revision reflects the increased amount of
higher-priority debt ahead of the unsecured debt.

The 'B-' corporate credit rating on the company was affirmed, and
the rating outlook is negative.

"The 'B-' corporate credit rating reflects the sharp decline in
Brunswick's profitability because of difficult recreational marine
conditions and lower prospects for a substantial industry
turnaround over the intermediate term," said Standard & Poor's
credit analyst Andy Liu.  "Liquidity is an additional concern, in
S&P's view."

S&P expects that erosion of demand and cutbacks in production will
continue to cause accounts receivable and inventory liquidation,
aiding cash flow generation temporarily in 2009.  However, if
business deterioration does not moderate by 2010, these benefits,
as well as lower capital expenditures, are unlikely to offset cash
flow pressures from declining demand.  The result could be a
discretionary cash deficit and increased vulnerability to
economic, industry, and credit market fluctuations.

For the 12 months ended July 4, 2009, Brunswick reported a
consolidated EBITDA loss -- a material deterioration from a 2.8%
EBITDA margin in 2008.  The company generated positive
discretionary cash flow year to date, benefiting from a
$67 million tax refund and working capital liquidation.  Standard
& Poor's currently expects that Brunswick will generate positive
discretionary cash flow in 2009, with accounts receivable and
inventory liquidation, together with cost reductions, more than
offsetting lower sales.  However, S&P also believes that
discretionary cash flow in 2010 could be negative given S&P's
expectation of extended weakness in operating performance and a
diminishing benefit from working capital liquidation.


BUDGET WASTE: Obtains Extension of CCAA Protection Until Aug. 14
----------------------------------------------------------------
BWI Holdings, Inc., operating as Budget Waste, Inc., has been
granted an extension of its CCAA protection granted March 4, 2009,
up to and including August 14, 2009.  At which time Budget Waste
will be seeking another extension.

Budget Waste has been working diligently with several sources in
regard to obtaining a new credit facility.

At this time Budget Waste is conducting due diligence with several
lending sources to seek the best feasible terms and lending
conditions that will best benefit the company.  Once the company
has made a final decision, the funds will help and assist Budget
Waste in emerging from CCAA.

In addition, the company would like to advise that it has
successfully added several new short and long term service
contracts.

As reported by the Troubled Company Reporter on March 10, 2009,
the BWI Holdings board of directors elected to seek protection for
Budget Waste Alberta from creditors under the Companies Creditors'
Agreement Act in Canada to reorganize the business to insure that
the assets and business of Budget Waste are properly protected for
shareholders.

BWI Holdings said Budget Waste is suffering the same types of
financial issues as so many other businesses, including shortage
of affordable credit from banks and slow or failed payment from
customers as a consequence of the global financial crisis.

BWI Holdings, the public parent company in the U.S., is not part
of the CCAA proceedings.

BWI Holdings said Budget Alberta has sufficient cash on hand to
fund ongoing operations, and its business will continue without
interruption.

BWI Holdings said the decision to file for creditor protection is
being implemented by Budget Alberta because of the extremely high
interest rates Budget Alberta has been paying on equipment leases
that have been in place for some time and Budget Alberta's
challenge with attempting to secure refinancing of these leases
with bank debt or other financings at current market rates in an
environment where lenders are not lending.

Under CEO Jim Can, the company embarked on an ambitious turnaround
in 2008 that involved cutting costs, eliminating expenses,
reducing payroll, and focusing on key markets, all of which
allowed Budget Alberta to begin operating on a positive cash flow
basis.  However, as the global recession deepened, Budget
Alberta's customers began delaying payments, some have gone out of
business altogether without paying Budget, and the downturn in
housing construction and oil & gas projects, typical market
strongholds for Budget Alberta, all have led to a severe
tightening of cash.

                        About BWI Holdings

BWI Holdings, Inc. -- http://www.budgetwaSuitecom/-- is holding
company with its primary subsidiary, a waste solutions company
located in Western Canada, that provides complete waste and
recycling services to commercial, industrial, construction,
homebuilding, oilfield and residential clients.  With its broad
range of innovative services, Budget offers its customers more
value than other companies and competitive rates.


CANADIAN SUPERIOR: To Have New Board as Part of Palo Alto Deal
--------------------------------------------------------------
Canadian Superior Energy Inc. is finalizing its information
circular for forwarding to shareholders in connection with its
annual and special meeting of shareholders.  The meeting, which
had previously been scheduled for September 1, 2009, will now be
held on September 9, 2009.

The board of directors of Canadian Superior will be substantially
reconstituted at the meeting.  The nominees for the board named in
the information circular are Kerry R. Brittain, Marvin M.
Chronister, Dr. James Funk, Dr. William Roach, Gregory G. Turnbull
and Richard Watkins, of whom the first four were proposed by Palo
Alto Investors, LLC, pursuant to a settlement agreement.  All the
nominees to the board are independent, as that term is defined in
applicable Canadian securities legislation.

The nominees have the support of Palo Alto which previously had
requisitioned a meeting of shareholders of Canadian Superior to,
among other things, elect a replacement board of directors.
Canadian Superior has entered into a settlement agreement with
Palo Alto which, subject to the approval of the Court of Queen's
Bench of Alberta, provides for Canadian Superior to nominate and
support the election of the individuals named above as directors
of Canadian Superior.  The Company has filed an application with
the Court requesting the Court's approval of the terms of the
settlement agreement.  Hardie and Kelly Inc., the Court-appointed
Monitor under the CCAA proceedings, has advised the Company that
it will recommend approval of the settlement agreement to the
Court.

At the meeting, shareholders will also be asked to approve the
previously announced proposed plan of arrangement involving
Canadian Superior, Challenger Energy Corp. and the shareholders of
Challenger Energy Corp.

The Company expects to mail its information circular and form of
proxy to shareholders on or about August 14, 2009.  Shareholders
are urged to review the materials, and to return their duly
completed form of proxy -- voting in favor of each of the items
set out in the Notice of Meeting -- as soon as possible and in any
event prior to September 4, 2009.

                     Challenger Energy Merger

As reported by the Troubled Company Reporter on June 23, 2009,
Canadian Superior and Challenger Energy entered into an
arrangement agreement providing for the acquisition by Canadian
Superior of Challenger.  Canadian Superior will acquire all of the
outstanding common shares of Challenger in exchange for the
issuance of 0.51 of a common share of Canadian Superior for each
outstanding Challenger Share.

Based on the 20 day volume weighted average trading price of the
Canadian Superior Shares, the exchange ratio equals a price of
C$.4345 per Challenger Share and represents a 36% premium to
Challenger's closing trading price on June 18, 2009 and a 15%
premium to the 20 day volume weighted average trading price of the
Challenger Shares.  The total transaction value, including the
assumption of roughly C$54.4 million in Challenger's net debt, is
roughly C$77.8 million.

Characteristics of the Pro Forma Company:

   -- Current Western Canadian production of roughly 3,050 boepd
      (85% natural gas); with an additional 300 boepd behind pipe
      and over 146,000 net undeveloped in Alberta and BC;

   -- A diversified suite of oil and natural gas exploration and
      development assets located in Canada, Trinidad and Tobago,
      and North Africa and a liquefied natural gas ("LNG") project
      located on the east coast of the United States;

   -- A market capitalization in excess of C$160.6 million (based
      on the current trading price of the Canadian Superior
      Shares);

   -- Approximately 195.8 million shares outstanding.

Canadian Superior intends to exit CCAA with these assets in place
-- a 25% interest in Block 5(c) and its MG exploration block, both
in Trinidad, all of its Western Canadian producing properties, its
interest in the 7th of November block offshore Libya and Tunisia,
its Liberty Natural Gas LNG project in New Jersey, and its
offshore Nova Scotia exploration acreage.  In addition the Company
will reconstitute its Board of Directors, make additions to senior
management, and also intends to have in place a new undrawn credit
facility, with sufficient funding to execute its anticipated 18-
month capital program.

                 Transaction Terms and Conditions

The transaction is to be effected by way of an arrangement under
the Canada Business Corporations Act.  Completion of the
Arrangement, which is anticipated to occur in late August, is
subject to, among other things, the requisite approval of the
holders of Challenger Shares (Challenger Shareholders), the
approval of the Court of Queen's Bench of Alberta, the receipt of
all necessary regulatory and stock exchange approvals, and certain
closing conditions that are customary for a transaction of this
nature.

The Board of Directors of Challenger has unanimously determined
that the proposed Arrangement is in the best interests of, and
fair to, Challenger and its stakeholders, and unanimously
recommends that Challenger Shareholders vote in favour of the
Arrangement at the upcoming meeting.  Each of the directors and
officers of Challenger, who collectively hold approximately 2% of
the outstanding Challenger Shares, have agreed to enter into
support agreements pursuant to which each has agreed to vote in
favour of the Arrangement.

The Arrangement Agreement prohibits Challenger from soliciting or
initiating any discussion regarding any other business combination
or sale of material assets, contains provisions for Canadian
Superior to match competing, unsolicited proposals and provides
for a mutual C$3 million termination fee payable in certain
circumstances.

                        Financial Advisors

Jennings Capital Inc. is acting as financial advisor to the
Independent Committee of the Board of Directors of Canadian
Superior with respect to the Arrangement and has advised the
Independent Committee and the Board of Directors of Canadian
Superior that it is of the opinion that the consideration to be
offered by Canadian Superior pursuant to the proposed Arrangement
is fair, from a financial point of view, to Canadian Superior and
its shareholders.

Peters & Co. Limited is acting as financial advisor to Challenger
in connection with its review of strategic alternatives and the
Arrangement and has advised the Board of Directors of Challenger
that it is of the opinion, as of the date hereof, that the
consideration to be received by the Challenger Shareholders
pursuant to the proposed Arrangement is fair, from a financial
point of view, to the Challenger Shareholders.

                  About Canadian Superior Energy

Canadian Superior Energy Inc. -- http://www.cansup.com/-- is a
Calgary, Alberta, Canada-based diversified global energy company
engaged in the exploration and production of oil and natural gas,
and liquefied natural gas projects, with operations offshore
Trinidad and Tobago, offshore Nova Scotia, Canada, in Western
Canada, in the United States and in North Africa.

                      About Challenger Energy

Challenger Energy Corp. -- http://www.challenger-energy.com/-- is
a Calgary, Alberta, Canada based oil and gas exploration company
which has invested approximately US$80.1 million in exploration
expenditures in Block 5(c) offshore Trinidad and Tobago.


CAPE FEAR BANK: FDIC Orders Online Auction of FF&E
--------------------------------------------------
Penny Worley Auctioneers is holding an online auction of
furniture, fixtures and equipment from FDIC receivership for Cape
Fear Bank of North Carolina.

Items in the online bank auction include: computers, executive
office furniture, art works, wicker furniture, office equipment,
storage and shelving, filing cabinets, decorative items, NCR ATM
machine, various safes, and much more.

"This is a great opportunity to purchase computer and IT equipment
along with office furniture," said Jerry Jenkins.  "All of these
items will sell to the highest bidders."

Mr. Jenkins said the items were ordered sold by the Federal
Deposit Insurance Corporation as receivership for Cape Fear Bank
of North Carolina.  In 2008, Penny Worley Auctioneers was named an
official auctioneer for the FDIC.

The online auction is open to the public.  Bidding ends August 28.
Bidders must register prior to bidding.  For more information,
visit http://www.WorleyAuctioneers.com/or call Jerry Jenkins at
(513) 313-9178.

Penny Worley Auctioneers conducts auctions throughout the United
States, including over 100 auctions in 2008.  The company is a
member of the National Auctioneers Association, the Ohio
Auctioneers Association and the Certified Appraisers Guild of
America, National Association of Realtors & Ohio Association of
Realtors and Members of the Cincinnati and Dayton Home Builders
Association.

    Jerry Jenkins
    Penny Worley Auctioneers
    (513) 313-9178
    jerry@worleyauctions.com

                       About Cape Fear Bank

Based in Raleigh, North Carolina, Cape Fear Bank Corporation, fdba
Bank of Wilmington Corporation, filed for Chapter 11 bankruptcy
protection on June 23, 2009 (Bankr. E.D.N.C. Case No. 09-05179).
Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
serves as the Debtor's counsel.  In its petition, the Debtor
disclosed $473,852 in total assets and $10,560,000 in total debts

As reported by the Troubled Company Reporter on April 13, Cape
Fear Bank was closed April 10 by the North Carolina Office of
Commissioner of Banks, which then appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with First
Federal Savings and Loan Association of Charleston, Charleston,
South Carolina, to assume all of the deposits of Cape Fear Bank.

Cape Fear intends to liquidate and distribute all of its assets to
its creditors pro rata, under the supervision of the Bankruptcy
Court, through a Plan of Liquidation filed simultaneously with its
bankruptcy case.  Cape Fear Bank Corp.'s primary asset consisted
of its stock in Cape Fear Bank, which was lost after the FDIC was
appointed as the receiver for the bank.

As of March 31, 2009, Cape Fear Bank had total assets of
approximately $492 million and total deposits of $403 million. In
addition to assuming all of the deposits of the failed bank, First
First Federal agreed to purchase approximately $468 million in
assets.  The FDIC retained the remaining assets for later
disposition.


CARL LLOYD MOULTON: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Carl Lloyd Moulton
        4877 SW 134th Terrace
        Ocala, FL 34481

Bankruptcy Case No.: 09-13034

Chapter 11 Petition Date: August 7, 2009

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

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  Email: bgannon@gannonlawfirm.com

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

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

A full-text copy of Mr. Moulton's petition, including a list of
his 9 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nhb09-13034.pdf

The petition was signed by Mr. Moulton.


CASE NEW HOLLAND: S&P Assigns 'BB+' Rating on $1 Bil. Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' issue-level
rating to Case New Holland Inc.'s proposed $1 billion senior notes
due 2013.  The recovery rating on this debt is '4', indicating
S&P's expectation of average (30%-50%) recovery in the event of a
default.  Case New Holland is a wholly-owned subsidiary of CNH
Global N.V., which will guarantee the notes.  S&P expects that the
company will use the proceeds primarily for debt repayment.

The corporate credit rating and outlook on publicly traded CNH are
the same as those on majority owner Fiat SpA, because of the close
ties between the two companies.  Fiat has a roughly 90% equity
ownership stake in CNH.  Fiat views CNH as a core business and
provides liquidity support to CNH by way of intercompany loans and
bank loan guarantees.  As of June 30, 2009, CNH had about
$900 million of cash deposited with Fiat affiliates' cash
management pools (repayable to CNH on one-day's notice).

CNH has a satisfactory business position as the world's second-
largest agricultural equipment maker and as a major manufacturer
of construction equipment.  Product diversification across
agricultural equipment (more than 75% of revenues) and
construction equipment (less than 25%) supports CNH's business
profile.  The company also benefits from good geographic
diversity, with the North American market accounting for about 35%
of sales, Western Europe about 30%, and Latin America and other
regions the remainder.  The agricultural and construction
equipment markets remain cyclical and sensitive to economic
activity, government policy, investment trends, commodity prices,
and other variables.  Despite CNH's revenue diversification,
industry cyclicality will make for continued volatility in the
company's operating performance.

The outlook is negative, the same as on Fiat.  "Because Standard &
Poor's views CNH as core to Fiat, a positive or negative rating
action on Fiat would result in the same action on CNH," said
Standard & Poor's credit analyst Dan Picciotto.

"If S&P cease to view CNH as core to Fiat, and if CNH's financial
profile, without Fiat support, is insufficient to maintain the
ratings, S&P could take a negative rating action," he continued.

                           Ratings List

                          CNH Global N.V.
                        Case New Holland Inc.

          Corp. credit rating            BB+/Negative/--

                       New Ratings Assigned

      Proposed $1 billion senior notes due 2013         BB+
       Recovery rating                                  4


CATHOLIC CHURCH: Fairbanks Creditors' Counsel Represented Jesuits
-----------------------------------------------------------------
James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, filed a declaration in connection with its
retention as the counsel to the Catholic Bishop of Northern
Alaska's Official Committee of Unsecured Creditors.  The
supplemental declaration reflects the Pachulski's involvement in
the Chapter 11 bankruptcy case of the Society of Jesus, Oregon
Province, which is pending in the U.S. Bankruptcy Court for the
District of Oregon before Judge Elizabeth Perris.

Prior to the filing of the Jesuits' case, Pachulski consulted with
certain state court counsel regarding sexual abuse claims against
the Jesuits, Mr. Stang discloses.  He notes that the firm did not
represent any creditor of the Jesuits.

Upon the filing of Jesuits' case, Mr. Stang reveals that the firm
agreed to appear on behalf of creditors, who did not have claims
against the Diocese of Fairbanks.  Pamela Singer, Esq., an "of
counsel" employed by the firm signed pro hac vice applications on
behalf of certain state court counsel to enable them to appear
before Judge Perris.

Mr. Stang also tells the Court that the official committee of
unsecured creditors in the Jesuits' case has selected Pachulski to
serve as its counsel, and the application to retain the firm has
been approved.  He adds that the firm has terminated its
representation of the creditors on whose behalf it appeared before
Judge Perris.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Creditors Want Documents From Monroe
---------------------------------------------------------------
In another round of requests, the Official Committee of Unsecured
Creditors for the Catholic Bishop of Northern Alaska asks for
production of documents pursuant to Rule 2004 of the Federal Rules
of Bankruptcy Procedure from Monroe Foundation, Inc., and Catholic
Trust of Northern Alaska.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, tells the Court that the Creditors Committee
is filing the request because "third party" Monroe and "third
party" CTNA have refused to produce any documents on the grounds
that the Creditors Committee's document requests served with
subpoenas on June 23, 2009, are moot.  He relates that the
Creditors Committee has attempted to meet and confer with counsel
for both Monroe and CTNA but has been unsuccessful in getting them
to address the particulars of the document request directed to
their client or to agree to produce any, let alone all, of the
requested documents.

Mr. Stang contends that the document requests were proper as they
were made pursuant to the contested matter of the Diocese's First
Amended and Restated Disclosure Statement.  He relates that Monroe
and CTNA contend that the contested matter is over even though the
matter was taken under advisement by the Court, and is still under
advisement.  He also avers that Monroe and CTNA also ignore the
fact that the Creditors Committee has stated its intention to
object to the Diocese's plan of reorganization on grounds that
include those set forth in the Disclosure Statement.

The Creditors Committee disagrees that the subpoenas are somehow
mooted and regrets that the unreasonable stance taken by Monroe
and CTNA is costing the bankruptcy estate time and money that
could be put to better use.

Among the documents and other items requested by the Creditors
Committee are:

  * witnesses to be examined;
  * date, time and place of production; and
  * documents in their possession that constitute solicitations
    of donations from donors, constitute transmittals of
    donations, or memorialize conversations about donations.

The Creditors Committee also asks the Court to compel Monroe and
CTNA to produce all non-privileged documents responsive to the
requests attached to the Creditors Committee's subpoena, which
document requests relate to issues raised in the Disclosure
Statement, including issues relating to the Creditors Committee's
stated objections to the Plan's confirmation.

The Creditors Committee and its counsel, Gillian N. Brown, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California,
submit declarations and memorandum in support of its requests.

In another request, the Creditors Committee asks the Court to
compel eight of the Diocese's parishes to produce all non-
privileged documents responsive to its document requests:

  (1) Immaculate Conception ? Bethel;
  (2) Immaculate Conception ? Fairbanks;
  (3) Our Lady of Sorrows;
  (4) Sacred Heart Cathedral;
  (5) St. Mark's;
  (6) St. Nicholas;
  (7) St. Patrick's; and
  (8) St. Raphael.

In the event that the Court finds that CTNA and the Parishes are
entities separate from the Diocese, and whose assets are not
property of the bankruptcy estate, the Creditors Committee also
seeks sanctions for their failure to comply with the subpoenas,
and failure to meet and confer.

The Creditors Committee also sought and obtained a Court order for
the expedited hearing on its request to compel the Parishes to
comply with its subpoenas.  The Parishes did not object to the
request to shorten.

                         *     *     *

The Court denied the Creditors Committee's request to direct
Monroe and CTNA to produce documents under Rule 2004.

A hearing will be held on August 12, 2009, to consider the request
to compel Monroe, CTNA and the Parishes to comply with the
Creditors Committee's subpoenas.  Objections to the request to
compel were due August 6, and replies to the objections are due
August 10.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CC MEDIA: Reports $3.68 Billion Net Loss for Second Quarter
-----------------------------------------------------------
CC Media Holdings, Inc., has filed to the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended June 30, 2009.

On June 30, 2009, CC Media reported $17.90 billion in assets
against $1.49 billion in total current liabilities, $20.25 billion
in long-term debt, $2.41 billion in deferred tax liability, and
$723.82 million in other long-term liabilities, resulting in
$6.97 billion in total shareholders' deficit.

CC Media posted consolidated net loss of $3.68 billion in the
three months ended June 30, 2009, compared to net income of
$289.96 million in the same period last year.  CC Media reported
consolidated net loss of $4.11 billion in the six months ended
June 30, 2009, compared to $1.10 billion net income in the same
period last year.

Consolidated Revenue

CC Media said, "Our consolidated revenue decreased $393.2 million
during the second quarter of 2009 compared to the same period of
2008.  Our radio broadcasting revenue declined $173.9 million from
decreases in both local and national advertising.  Our
International outdoor revenue declined $153.3 million, with
approximately $58.9 million from movements in foreign exchange.
Our Americas outdoor revenue declined $69.4 million primarily from
a decline in bulletin, poster and airport revenue."

CC Media's consolidated revenue decreased $749.4 million during
the first six months of 2009 compared to the same period of 2008.
The Company's radio broadcasting revenue declined $339.9 million
from decreases in both local and national advertising.  The
Company's International outdoor revenue declined $283.5 million,
with approximately $119.8 million from movements in foreign
exchange.  The Company's Americas outdoor revenue declined
$132.6 million primarily from a decline in bulletin, poster and
airport revenue.

Share-Based Payments

As of June 30, 2009, there was $116.0 million of unrecognized
compensation cost, net of estimated forfeitures, related to
unvested share-based compensation arrangements that will vest
based on service conditions.  This cost is expected to be
recognized over four years.  In addition, as of June 30, 2009,
there was $80.2 million of unrecognized compensation cost, net of
estimated forfeitures, related to unvested share-based
compensation arrangements that will vest based on market,
performance and service conditions.  This cost will be recognized
when it becomes probable that the performance condition will be
satisfied.

Restructuring Program

On January 20, 2009, CC Media announced that it commenced a
restructuring program targeting a reduction of fixed costs.  "For
the three months ended June 30, 2009, we recognized approximately
$36.5 million, $6.9 million and $13.3 million as components of
direct operating expenses, selling, general and administrative
expenses and corporate expenses, respectively, related to the
restructuring program.  For the six months ended June 30, 2009, we
had recognized approximately $49.4 million, $19.8 million and
$21.1 million as components of direct operating expenses, SG&A
expenses and corporate expenses, respectively, related to the
restructuring program," the Company said.

The Company's financial statements are available at:

             http://ResearchArchives.com/t/s?4161

                        About CC Media

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by the Troubled Company Reporter on August 6, 2009,
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.


CENTRAL STATES: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Central States Mechanical, Inc.
        2729 W Oklahoma
        PO Box 1003
        Ulysses, KS 67880

Bankruptcy Case No.: 09-12542

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: William B. Sorensen Jr., Esq.
                  Morris Laing Evans Brock And Kennedy
                  Old Town Square
                  300 N Mead, Suite 200
                  Wichita, KS 67202-2722
                  Tel: (316) 262-2671
                  Email: wsorensen@morrislaing.com

Total Assets: $6,629,448

Total Debts: $3,833,492

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

             http://bankrupt.com/misc/ksb09-12542.pdf

The petition was signed by Robert E. Myers, president of the
Company.


CENTRUE FINANCIAL: Defers Interest Expense Payments on Debentures
-----------------------------------------------------------------
The Board of Directors of Centrue Financial Corporation has
elected to temporarily defer interest expense payments on all
$20.2 million in outstanding junior subordinated debentures
related to the Company's trust preferred securities to bolster the
Company's capital and liquidity positions.

The Board also has determined to suspend the cash dividends on
common stock and defer cash dividends.

The terms of the junior subordinated debentures and the trust
documents allow the Company to defer payments of interest for up
to 20 consecutive quarterly periods without default or penalty.
The Company will also suspend regularly scheduled dividend
payments on its common stock and defer regularly scheduled
dividend payments on the $500,000 in principal outstanding on
Series A convertible preferred stock (aggregate liquidation
preference of $2.8 million), the $300,000 principal outstanding
Series B mandatory redeemable preferred stock and $29.9 million in
principal outstanding Series C fixed rate, cumulative perpetual
preferred stock (aggregate liquidation preference of
$32.7 million).

By taking these actions, the Company expects to save roughly
$2.8 million in annual cash payments.

As of June 30, 2009, the Company was considered "well-capitalized"
for regulatory purposes.

Centrue Financial Corporation -- http://www.centrue.com/-- is a
regional financial services company headquartered in St. Louis,
Missouri and devotes special attention to personal service.  The
Company serves a market area which extends from the far western
and southern suburbs of the Chicago metropolitan area across
Central Illinois down to the metropolitan St. Louis area.


CFM SYSTEMS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: CFM Systems, LLC
        15103 Margeson
        Houston, TX 77084

Bankruptcy Case No.: 09-35849

Chapter 11 Petition Date: August 7, 2009

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

Judge: Letitia Z. Paul

Debtor's 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: $0 to $50,000

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

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

The petition was signed by Charles E. Jackson, president of the
Company.


CHEMTURA CORP: Court OKs Woodard & Curran Consulting Agreement
--------------------------------------------------------------
Chemtura Corp. and its affiliates won the Bankruptcy Court's
approval to enter into an environmental consulting agreement with
Woodard & Curran.  The Debtors aver that the assistance of W&C in
the evaluation and estimation of clean-up costs relating to
certain legacy environmental liabilities and related matters
during their Chapter 11 cases.

The Debtors want to address their environmental liabilities
during their Chapter 11 cases, and have started discussions with
the United States Department of Justice representing the
Environmental Protection Agency and several individual state
agencies in an attempt to achieve consensual resolution of their
environmental liabilities, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, relates.

W&C is a preeminent environmental consultancy firm specializing
in environmental remediation cost analysis and remediation
strategy.  W&C has worked together with the Debtors for more than
15 years with respect to remediation activities at the Debtors'
Naugatuck, Connecticut site, Mr. Cieri tells the Court.  Thus,
W&C already has familiarity with certain aspects of the Debtors'
business and environmental liabilities.

While the Debtors have extensive in-house environmental expertise
and have previously engaged separate outside environmental
consultants on a site-by-site basis, Mr. Cieri argues that the
engagement of a single outside environmental consultant to
conduct a coordinated analysis of the Debtors' legacy
environmental liabilities is prudent in order to ensure
consistent methodology and objectivity in the cost analysis and
to assist in future settlement negotiations with federal and
state authorities, and, if necessary, for litigation.

Specifically, the Debtors need W&C to:

  -- coordinate the efforts of both in-house and outside
     remediation professionals to gather and evaluate
     information concerning the sites for use in preparing
      valuation reports;

  -- develop and implement a standard documentation package to
     be presented to federal and state authorities;

  -- develop and implement a standard form valuation report to
     be employed for all sites;

  -- complete the site valuations according to the relevant
     standards;

  -- assist counsel in organizing sample valuation reports for
     presentation to federal and state authorities; and

  -- refine valuation reports as needed.

The Debtors will pay W&C based on the firm's hourly rates, which
are consistent with W&C's prior engagement with the Debtors:

           Principal               $150
           Senior Consultant       $125
           Project Manager         $105

W&C has provided the Debtors with an initial estimate for its
services under the Agreement of approximately $200,000, which is
subject to change based upon the work that may be requested by
the Debtors.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Gets Court Nod for Closing of Biolab Company Store
-----------------------------------------------------------------
Chemtura Corp. and its affiliates obtained approval to permanently
close the BioLab Company Store and reject certain unexpired leases
related to the Store.

The Debtors developed the Store as a branded retail store concept
that would sell pool chemicals in conjunction with other backyard
products together with design and maintenance services that could
be franchised to existing and new pool chemical supply dealers.

However, the Debtors analyzed, together with their financial
advisors, that the Store is not viable as a self-supporting unit
and instead is generating economic losses and represents an
unnecessary drain on their estates.  Accordingly, the Debtors
determined that maintaining the Store is no longer integral to
their ongoing business and will not yield value beneficial to
them or their estates.  The Debtors thus closed the Store on
May 28, 2009.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
asserts that closing the Store will enable the Debtors to stop
incurring losses and get rid of burdensome contracts.

The Agreements that the Debtors seek to reject in connection with
the Store are:

  * a lease agreement between BioLab Company Store and Old Towne
    Enterprises LLC; and

  * a vehicle lease agreement between BioLab Company Store and
    Enterprise Rent-A-Car Company.

The monthly cost under the Lease is approximately $7,804 and the
Lease is scheduled to expire on July 31, 2013.  BioLab Company
Store's monthly cost under the Vehicle Lease is approximately
$512.  The Vehicle Lease is scheduled to expire April 30, 2012.

Mr. Cieri relates that the current expected annual fixed costs
for the Store is approximately $120,000, which includes
approximately $99,810 for rent under the Lease and the Vehicle
Lease.  In the last 12 months, he notes, the Store has only
generated $43,000 in revenues against $441,000 in total operating
costs.  The Store also has year-to-date losses totaling $307,000.


                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Wins Court OK to Ink Abersham Supplier Agreement
---------------------------------------------------------------
Chemtura Corp. and its affiliates won approval from the Bankruptcy
Court to enter into an exclusive supplier agreement with Abersham
Commercial Services, Inc., and a related supply agreement with
Ambiente Housing Midwest.

Abersham has developed and patented materials and a process for
the construction of residential structures using panels
consisting of composites of glass cenospheres and a polymeric
resin binding system.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Debtors and Abersham have been working together
informally during the last two years to develop urethane
prepolymer and curatives compatible with the Abersham Process for
use as cenosphere binders in the manufacture of the Composite
Panels, with the intent of creating a future exclusive supplier
relationship if the development initiative was successful.

Currently, the Composite Panels and other components of the
Abersham housing system are manufactured, assembled, sold and
distributed by Ambiente Housing pursuant to a license agreement
with Abersham, Mr. Cieri notes.

The initial development work in the Chemtura-Abersham project
related to the Cenosphere Binders has been promising and as a
result, Chemtura and Abersham have now engaged in arm's-length
negotiations to formalize their supply arrangement and enter into
an exclusive supplier agreement, Mr. Cieri tells the Court.

Specifically, pursuant to the Agreement, Abersham desires to
appoint the Debtors as the exclusive authorized supplier of
Cenosphere Binders to Ambiente, as licensee of Abersham, for a
minimum quantity of 9,000,000 lbs. of Cenosphere Binders over the
life of the Agreement.

In addition, the Agreement contemplates that, in its capacity as
Abersham's sole authorized supplier of Cenosphere Binders, the
Debtors will enter into an ancillary supply agreement directly
with Ambiente, subject to negotiation of mutually acceptable
terms and conditions.

Mr. Cieri contends that the appointment of the Debtors as
Abersham's exclusive supplier will set the stage for other supply
agreements for Cenosphere Binders as the Agreement provides that
the exclusive supplier appointment may be extended by mutual
agreement to future licensees of Abersham for the manufacture of
Composite Panels or other composite construction products using
the Abersham Process.

The Debtors estimate that the term of the Agreement and the
Ambiente Supply Agreement will last three years based on a
projected demand of 3,000,000 lbs. per year for the Debtors'
urethane material, which will result in revenues of approximately
$21.1 million.

Mr. Cieri also notes that the Supplier Agreement and the Ambiente
Supply Agreement will not require the addition of any sales,
marketing or technical personnel.

                        About Chemtura Corp

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

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

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

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


CIRCUIT CITY: Proposes Axion-Led Auction for Former Call Center
---------------------------------------------------------------
Circuit City Stores asks the Bankruptcy Court for authority to
enter into agreement for sale of certain real property in Atlanta,
Georgia, subject to an auction, BankruptcyData.com reports.

The Debtors plan to sell their former call center in Atlanta to
Axion Holdings for $1.5 million, absent higher and better bids for
the asset.  Competing bids are due on August 20, 2009, and an
auction will be held on August 24, if any qualified bids are
received.  The Debtors have also requested a sale hearing be held
on August 27.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.


CIT GROUP: Bondholders Not Pushing for Bankruptcy Filing
--------------------------------------------------------
CIT Group Inc. said in a document sent to the Securities and
Exchange Commission that bondholders don't plan to push for a
bankruptcy filing.  CIT Group made the disclosure in a notice
about a one-week delay, until August 17, of its second quarter
results on Form 10-Q.

On July 20, CIT announced that it had entered into a $3 billion
secured term loan facility provided by a group of the Company's
major bondholders.  Proceeds of $2 billion were committed and
drawn by the Company on July 20, with the additional $1 billion
committed and drawn on August 4.  CIT further announced on July 20
the intent to commence a comprehensive restructuring of its
liabilities to provide additional liquidity and further strengthen
its capital position.  The terms of the Credit Facility do not
allow for the Credit Facility proceeds to be used by the Company
to make certain August 17 debt principal and interest payments
without the successful completion of a debt tender offer as
discussed further below.

As a first step of the restructuring plan, on July 20, the Company
commenced a cash tender offer for its outstanding $1 billion in
floating rate senior notes due August 1.

If the tender offer is successfully completed, the Company intends
to use the proceeds of the Credit Facility to complete the tender
offer and make payment for the August 17 notes.  "Further, the
Company and a Steering Committee of the bond holder lending group
do not intend for the Company to seek relief under the U.S.
Bankruptcy Code, but rather will pursue restructuring efforts as
part of the comprehensive restructuring plan to enhance the
Company's liquidity and capital position.  If the pending tender
offer is not successfully completed, and the Company is unable to
obtain alternative financing, an event of default under the
provisions of the Credit Facility would result and the Company
could seek relief under the U.S. Bankruptcy Code," CIT Group said.

The Credit Facility contains provisions (i) requiring the Company
and the Steering Committee to work together in good faith to
promptly develop a mutually acceptable restructuring plan for the
Company and its Subsidiaries and (ii) requiring the Company to
adopt a restructuring plan acceptable to the majority in number of
the Steering Committee by October 1, 2009.  The agreement also
calls for a draft of the restructuring plan on a "best efforts
basis" by August 14, 2009.  As a result, the Company currently
expects to complete and begin executing on the restructuring plan
prior to the required October 1 deadline.

The Company's senior management and other key personnel have been
spending significant amount of time in the Company's restructuring
efforts during the last several weeks.  These efforts have
prevented the Company to complete its preparation and review of
the Form 10-Q on time to file it by August 10 without unreasonable
effort and expense.

                          About CIT Group

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

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

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

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

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


CIT GROUP: FMR Has 3.65% Equity Stake; Ameriprise Has 5.17%
-----------------------------------------------------------
Ameriprise Financial Inc. and RiverSource Investments, LLC say
that they have shared dispositive power of 20,101,996 shares or
5.17% of the outstanding common stock of CIT Group Inc.  AFI is
the parent company of RvS.

In a separate filing with the Securities and Exchange Commission,
Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR LLC, said it is the beneficial owner of 13,765,724 shares
or 3.493% of the common Stock outstanding of CIT Group as a result
of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.

Pyramis Global Advisors, LLC, an indirect wholly-owned subsidiary
of FMR LLC, is the beneficial owner of 631,934 shares or 0.160% of
the outstanding common stock of CIT Group as a result of its
serving as investment adviser to institutional accounts, non-U.S.
mutual funds, or investment companies owning the shares.

As a result, FMR LLC is the beneficial owner of 14,397,658 shares
or 3.65% of the common stock outstanding.

                        Restructuring Plan

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

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

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

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

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

                          About CIT Group

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

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

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

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

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


CIT GROUP: BusinessFactors.com Reaches Out to Affected Clients
--------------------------------------------------------------
After receiving a $2.33 billion bailout from federal officials in
December 2008, CIT Group, a bank holding company which provides
commercial financing, leasing products, and loans to about a
million small and midsize businesses, said earlier this month that
its bondholders were pledging billions in short-term financing,
prompting many SMBs to seek out alternative sources of business
financing.

BusinessFactors.com, an accounts receivable factoring company, is
reaching out to the hundreds of thousands of SMBs that are
currently relying on CIT for financing, as these CIT customers may
soon be unable to find alternative financing, and could slide into
bankruptcy along with CIT.

"Our main concern is helping CIT customers solve their long-term
liquidity concerns, and regain control of their cash flow with our
wide range of small business financing and factoring solutions,"
said Robert Bernfeld of BusinessFactors.com.

As time runs out for CIT, Business Factors can provide valuable
alternatives to CIT customers, with many different flexible
financing solutions available, including accounts receivable
factoring, invoice factoring, credit card factoring, asset based
loans, purchase order financing, working capital credit lines,
inventory financing, commercial equipment finance and leasing, and
business working capital.

"In the current economy we've seen time and time again that there
is no financial institution too big to fail," said Mr. Bernfeld.
"Even if you're not a CIT customer diversifying your sources of
business financing is a good idea to avoid the ramifications of
other businesses' financial mistakes."

                      About Business Factors

Business Factors -- http://www.BusinessFactors.com/-- is a
business finance company that specializes in providing invoice
factoring, accounts receivable financing, equipment loans and
leasing, and more to businesses across the US and Canada.


CITIGROUP INC: Terra, et al., File Securities Fraud Action
----------------------------------------------------------
The Bankruptcy Estate of Terra Securities ASA and seven Norwegian
municipalities commenced an action on Monday in New York seeking
more than $200 million from Citigroup for violations of the United
States securities laws.

The lawsuit contends that Citigroup misled Terra and the
municipalities in 2007 and thereby induced the municipalities into
purchasing notes linked to a "tender option bond" fund purportedly
managed by Citigroup.  TOB funds involve leveraged investments in
United States municipal bonds.  Ultimately, the municipalities
lost roughly $90 million to Citigroup, and Terra, a Norwegian
securities firm, suffered additional losses when it was forced
into bankruptcy.

The case was filed in the United States District Court for the
Southern District of New York and names as defendants Citigroup,
Inc., Citigroup Global Markets, Inc., and Citigroup Alternative
Investments LLC.  Kasowitz, Benson, Torres & Friedman LLP
represents Terra and the Norwegian municipalities of Bremanger,
Hattfjelldal, Hemnes, Kvinesdal, Narvik, Rana and Vik.

"Citigroup's marketing materials contained misleading statistics
that concealed from both Terra and the municipalities the
significant risk inherent in the fund-linked notes," said Jon
Skjorshammer, the court-appointed administrator of Terra from the
Norwegian law firm Selmer & Co.  "Moreover, Citigroup specifically
directed Terra to present these deceptive materials to the
municipalities. We believe we have substantial claims against
these defendants, and we intend to pursue them fully."

According to the lawsuit, Citigroup, through Terra, marketed and
sold to the municipalities over $115 million in notes linked to
the TOB fund in May and June 2007.  In deciding to purchase the
notes, the municipalities contend they relied on Citigroup's
solicitation materials, which allegedly contained statistical data
that falsely represented the TOB fund was properly hedged against
volatility when in fact it was not.  By August 2007, the value of
the TOB fund was falling, and in September 2007, the
municipalities were required to post additional collateral. As a
result of Citigroup's misrepresentations, the municipalities lost
most of their original investment by May 2008, and Terra filed for
bankruptcy in November 2007.

The lawsuit contends that the deceptive materials provided to
Terra for presentation to the municipalities were prepared in New
York by Citigroup Global Markets and Citigroup Alternative
Investments.  The materials and their general disclaimers made no
adequate reference to the significant credit risk underlying the
fund's strategy, presenting it instead as a low-risk arbitrage
opportunity, according to the lawsuit.

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

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

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


CITY OF DETROIT: Faces Receivership, Needs Union Cuts
-----------------------------------------------------
Michael McDonald at Bloomberg News reports that Detroit Mayor
David Bing told unions the city would run out of cash by October
and would have to seek receivership unless they agreed to
concessions.  Mr. Bing, a Democrat, proposed that the city's
10,000 unionized workers take a 10% wage reduction to help offset
a drop in tax revenue and state aid, said Edward Cardenas, a
spokesman for the mayor.  The city's 1,500 nonunion workers agreed
to 10% pay cuts scheduled for Sept. 1, which will save up to
$5 million, he said.

"Unless steps are taken by the beginning of October, we will be
out of cash," Mr. Cardenas said in a telephone interview with
Bloomberg.  "We are trying to do everything we can" to avoid
filing for receivership.

The Detroit area had an unemployment rate of 17.1% in June, the
highest for a metropolitan area with more than 1 million people,
as automakers shed workers, Bloomberg said, citing a U.S.
Department of Labor report.


CITY OF VALLEJO: Appellate Panel Affirms Ch. 9 Eligibility
----------------------------------------------------------
According to Carla Main at Bloomberg, the U.S. Bankruptcy
Appellate Panel for the Ninth Circuit in San Francisco, California
affirmed an order by the Bankruptcy Court that allowed the city of
Vallejo to file for bankruptcy over unions' objections.  The
Appellate Panel held that the District Court was correct when it
found that the City of Vallejo satisfied the elements of Chapter
9, Section 109 of the Bankruptcy Code by proving insolvency and
showing that further negotiation with the union was impractical.

The City failed to reach an agreement with the unions before
filing for bankruptcy.  On appeal, the firefighter union argued
that Vallejo was ineligible to file for protection under Chapter 9
because it had money in its operating account and it had not
negotiated changes to the unions' contract in good faith.

Bloomberg relates that the Appellate Panel agreed that Vallejo did
not negotiate toward a plan of adjustment with its constituencies,
but held that the District Court's mistake was harmless error
because filing is also permissible under Section 109(c)(5)(C),
which allows a city to file if negotiation with a creditor would
be "impractical."

The appellate case is Local 1186 v. City of Vallejo, 08-1244, 9th
U.S. Circuit Court of Appeals (San Francisco).

Vallejo is currently undergoing reorganization under Chapter 9 of
Bankruptcy Code.  The U.S. Bankruptcy Court for the Eastern
District of California ruled in March that the city has the right
to terminate contracts with labor unions.  The bankruptcy judge
also ruled that the more cumbersome provisions for terminating
labor contracts applicable to companies in Chapter 11 don't apply
to municipalities reorganizing in Chapter 9.  The judge has
directed parties to engage in talks to resolve their contract
disputes.

                     About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County, in California. As of the 2000 census, the city had
a total population of 116,760. It is located in the San Francisco
Bay Area on the northern shore of San Pablo Bay.  The City is a
charter city organized and exercising governmental functions under
its charter and the laws and constitution of the state.  Its
governing body is its City Council.

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.


COMDISCO HOLDING: Posts $144,000 Net Loss for June 30 Quarter
-------------------------------------------------------------
Comdisco Holding Company, Inc., reported financial results for its
fiscal third quarter ended June 30, 2009.  For the quarter ended
June 30, 2009, Comdisco Holding reported a net loss of roughly
($144,000), or ($0.04) per common share (basic and diluted).  The
per share results for Comdisco Holding are based on 4,029,055
shares of common stock outstanding on average during the quarter
ended June 30, 2009.

For the quarter ended June 30, 2009, total revenue increased by
47 percent to roughly $1,277,000.  The increase is primarily the
result of higher gains on the sale of equity securities in the
current quarter.  Gains were roughly $896,000 for the current
quarter compared to gains of roughly $554,000 for the quarter
ended June 30, 2008.  Net cash provided by operating activities
was roughly $6,455,000 for the nine months ended June 30, 2009
compared to net cash provided by operating activities of roughly
$10,217,000 for the nine months ended June 30, 2008.  The net cash
provided by operating activities in the nine months ended June 30,
2009 included cash receipts of roughly $5,359,000 from income tax
refunds for Comdisco Holding's Canadian subsidiary.  However, the
receipts are anticipated to be used to satisfy Canadian taxes
payable.

Total assets are roughly $77,385,000 as of June 30, 2009, which
included roughly $64,166,000 of unrestricted cash, compared to
total assets of roughly $75,464,000 as of September 30, 2008,
which included roughly $57,554,000 of unrestricted cash.

As a result of bankruptcy restructuring transactions, adoption of
fresh-start reporting and multiple asset sales, Comdisco Holding's
financial results are not comparable to those of its predecessor
company, Comdisco, Inc.

                          About Comdisco

Comdisco Holding Company, Inc., emerged from Chapter 11 bankruptcy
proceedings on August 12, 2002, and, under its Plan of
Reorganization, its business purpose is limited to the orderly
sale or run-off of all its remaining assets.  Pursuant to
Comdisco's plan of reorganization and restrictions contained in
its certificate of incorporation, Comdisco is specifically
prohibited from engaging in any business activities inconsistent
with its limited business purpose.  Accordingly, within the next
few years, it is anticipated that Comdisco will have reduced all
of its assets to cash and made distributions of all available cash
to holders of its common stock and contingent distribution rights
in the manner and priorities set forth in the Plan.  At that
point, the company will cease operations.  The company filed on
August 12, 2004, a Certificate of Dissolution with the Secretary
of State of the State of Delaware to formally extinguish Comdisco
Holding's corporate existence with the State of Delaware except
for the purpose of completing the wind-down contemplated by the
Plan.


COLONIAL BANCGROUP: Expects Q2 Loss; Mgt. Has Going Concern Doubt
-----------------------------------------------------------------
The Colonial BancGroup, Inc. was informed by the U.S. Department
of Justice on August 6, 2009, that it is the target of a federal
criminal investigation relating to the Company's mortgage
warehouse lending division and related alleged accounting
irregularities.  The Company has been informed that the alleged
accounting irregularities relate to more than one year's audited
financial statements and regulatory financial reporting, and the
Company's Board of Directors and Audit Committee are making every
effort to determine the impact of these alleged accounting
irregularities on the Company's financial statements and
regulatory financial reporting.  The Company intends to cooperate
with the investigation.

BancGroup's management and board of directors are assessing the
impact of these recent events on the Company's financial position
and results of operations, and as a result, BancGroup is unable to
file its Quarterly Report on Form 10-Q for the period ended
June 30, 2009 within the prescribed time period.

BancGroup believes that the consolidated statements of income will
reflect a net loss for the three and six months ended June 30,
2009 and as a result of uncertainties associated with BancGroup's
ability to increase its capital levels to meet regulatory
requirements, management has concluded that there is substantial
doubt about its ability to continue as a going concern.  The net
loss is due primarily to increased credit costs and noncash
charges related to a deferred tax asset valuation allowance and
goodwill impairment.

Pending completion of the investigation and determination of any
potential impact on BancGroup's financial statements, the Company
is not in a position to quantify the financial position as of
June 30, 2009 or the results for the three or six months ended
June 30, 2009.

                     About Colonial BancGroup

Colonial BancGroup (NYSE: CNB) -- http://www.colonialbank.com/--
operates 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.

BancGroup posted a net loss of $606 million, or $3.02 per common
share, in the quarter compared to a net loss of $168 million, or
$0.86 per common share, in the 1st quarter of 2009.  As a result
of regulatory actions and the current uncertainties associated
with Colonial's ability to increase its capital levels to meet
regulatory requirements, management has concluded that there is
substantial doubt about Colonial's ability to continue as a going
concern.

As reported by the TCR on August 4, Fitch Ratings has downgraded
the ratings of The Colonial BancGroup's Long-term Issuer Default
Rating (IDR) to 'C' from 'CCC' and Colonial Bank's long-term IDR
to 'C' from 'B-'.  Moody's Investors Service downgraded the issuer
ratings of Colonial BancGroup to 'C' from 'Caa1'.

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


COOPER-STANDARD: Canada Unit Obtains CCAA Stay Until Sept. 3
------------------------------------------------------------
Cooper-Standard Automotive Canada Limited sought and obtained an
order from the Honorable Justice Sidney N. Lederman of the
Ontario Superior Court of Justice, granting them protection from
creditors under the Companies' Creditors Arrangement Act.

Mr. Justice Lederman, in an August 4 order, stayed all actions
and suits against the company, its property and RSM Richter Inc.,
the court-appointed monitor of the company's business, until
September 3, 2009.

While the protection is in effect, no party is permitted to
"discontinue, fail to honor, alter, interfere with, repudiate,
terminate or cease to perform any right, renewal right, contract,
agreement, license or permit" in favor of or held by CSA Canada
except with leave of the Canadian Court or with consent of the
company, RSM and Deutsche Bank Trust Company Americas.

Any party that has agreements with CSA Canada for the supply of
goods or services are restrained from discontinuing, altering,
interfering with or terminating the supply of those goods or
services until further order of the Canadian Court.

                       About Cooper-Standard

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

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

                  http://www.cooperstandard.com/

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

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr¸ res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

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

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


COOPER-STANDARD: RSM Richter's Monitor Report on CSA Canada
-----------------------------------------------------------
The Honorable Justice Sidney N. Lederman of the Ontario Superior
Court of Justice appointed RSM Richter Inc. to monitor the
property and the conduct of business of Cooper-Standard
Automotive Canada Limited.

As CSA Canada's monitor, RSM Richter is tasked to:

  (1) monitor CSA Canada's receipts and disbursements;

  (2) report to the Canadian Court any matters relating to the
      property and business of CSA Canada;

  (3) assist the company in disseminating to its "debtor-in-
      possession" lenders and their counsel financial and
      other information agreed to between CSA Canada and
      Deutsche Bank Trust Company Americas, the DIP agent, which
      may be used in the company's insolvency proceeding;

  (4) advise CSA Canada in preparing its cash flow statements
      and reporting required by the DIP lenders, which will be
      reviewed by RSM and delivered to the lenders and their
      counsel;

  (5) advise CSA Canada in developing a plan of compromise or
      arrangement and any amendments to the plan;

  (6) assist CSA Canada in conducting and administering
      creditors' or shareholders' meetings for voting on the
      plan;

  (7) have full and complete access to the books, records and
      management, employees and advisors of CSA Canada, and to
      its business and property to the extent required;

  (8) to engage independent legal counselor, if necessary or
      advisable, to exercise RSM's powers and performance of its
      obligations; and

  (9) consider, and if deemed advisable, prepare a report and
      assessment on the plan.

RSM, however, is prohibited from taking possession of CSA
Canada's properties and from taking part in managing or
supervising the company's business.  Moreover, the firm will not
be liable for anything as a result of its appointment except for
any gross negligence or willful misconduct.

In return for RSM's services, Mr. Justice Lederman authorized CSA
Canada to pay $100,000 to the firm, and another $100,000 to its
counsel as security for payment of their fees and disbursements.

In addition, RSM and its counsel are entitled to the benefit of,
and are granted a charge on CSA Canada's properties of, up to
$450,000, as security for their professional fees and
disbursements.

                     First Monitor Report

RSM Richter Inc., as court-appointed monitor of Cooper-Standard
Automotive Canada Limited, delivered its first monitor report to
the Ontario Superior Court of Justice to provide background
information about the company and its U.S. affiliates, and about
the bankruptcy loan it availed to fund its operations.

CSA Canada is a wholly owned subsidiary of Cooper-Standard
Automotive Inc., an Ohio-based wholly owned subsidiary of Cooper-
Standard Holdings Inc.  It was incorporated under the Ontario
Business Corporations Act.

The company operates six owned manufacturing facilities located
in Ontario including one in each of Glencoe, Georgetown and
Mitchell and three in Stratford.  It also leases four warehouses
in Ontario.

CSA Canada is the parent company of 16 operating and non-
operating direct and indirect subsidiaries in nine countries
including Germany, Australia, Spain, Czech Republic, China, the
United States and the United Kingdom.  Its main customers are
Ford Motor Company, General Motors Company and Chrysler Group LLC
as well as certain Tier I and Tier II automotive suppliers.

As of July 9, 2009, CSA Canada employs about 1,462 individuals,
comprised of 231 salaried employees, 737 hourly employees and 494
employees.  Hourly employees are members of the United
Steelworkers or Canadian Auto Workers unions.

CSA Canada, its U.S.-based affiliates and other related companies
are substantially owned by The Cypress Group L.L.C. and GS
Capital Partners 2000 L.P.  CSA Canada is a borrower under
certain credit facilities along with those companies.

A. Financial Results

The First Monitor Report disclosed these unaudited financial
results of CSA Canada for fiscal year ended December 31, 2007,
and 2008, and for the six-month period ended June 30, 2009:

                                      ($000)
                   Six Months       Year Ended       Year Ended
                  Ended June 30     December 31      December 31
                      2009            2008              2007
                  -------------     -----------      -----------
Sales                 $73,604         $318,724          $397,955
Gross margin            6,881           50,347            86,450
Gross margin percentage   93%             158%              217%
EBITDA                  6,377           31,432            56,566
Income before taxes    (1,362)           9,173            33,848
Net income/(loss)      82,931            6,433            23,808


The report said that on a stand-alone basis, CSA Canada has been
profitable, though year-to-date fiscal 2009 results reflect
significant erosion in gross margin and EBITDA.  Over the
same period, CSA Canada, its U.S. affiliates and other related
companies incurred consolidated losses of about $151 million,
$121.5 million and $54.7 million for fiscal 2007, 2008 and the
six-month period ended June 30, 2009.  Their losses are
attributable to interest obligations stemming from their
significant leverage and the distressed state of the automotive
sector.

According to the report, CSA Canada is facing a liquidity crisis
as a result of obligations stemming from secured credit
facilities it shares with U.S. affiliates and other related
companies.  In particular, $109.1 million is immediately due and
payable, the report said.

B. Company Obligations

As of June 30, 2009, CSA Canada, its U.S. affiliates and other
related companies had approximately $1.17 billion of outstanding
indebtedness, on a consolidated basis, excluding trade
liabilities, of which:

  * $84.3 million consisted of amounts owing under a senior
    secured revolving credit facility;

  * $522.8 million consisted of five senior secured term loan
    facilities;

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

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

The revolving credit facility and the term loan facilities are
unconditionally guaranteed on a senior secured basis by Cooper-
Standard Holdings and most of its U.S. subsidiaries.

C. Funding of the Proceedings

The proposed debtor-in-possession lenders under the Chapter 11
cases of Cooper-Standard Holdings and its U.S. affiliates, and
the  insolvency proceeding of CSA Canada, represented by Deutsche
Bank Trust Company Americas as administrative agent, have agreed
to fund the companies' operations pursuant to a DIP credit
facility consisting of a $175 million "initial facility" and up
to a $25 million "incremental facility."

As it relates to CSA Canada, the DIP facility contemplates:

  * borrowings by CSA Canada of up to $50 million, in an initial
    advance of $15 million and a subsequent advance of $35
    million;

  * that the obligations of CSA Canada will be secured by a
    first-ranking court ordered DIP lenders' charge over all the
    property, assets and undertaking of the company ranking
    subordinate only to the so-called administration charge;

  * a variable interest rate, being a minimum of 13% on "base
    rate loans;"

  * an upfront fee of 2.5% of the advances made and an exit fee
    of 2.5% on the repayment of these advances as well as an
    extension fee of 1% that may become payable upon each
    extension of the DIP facility, if any; and

  * the granting of comprehensive security by CSA Canada to
    secure the advances made to it including a pledge of the
    shares of its foreign affiliates.

D. Post-Filing Cash Flow

CSA Canada's cash flow projection for the 13-week period ending
November 1, 2009, reflects:

   * an opening cash balance of $29.1 million, partly on account
     of the balance of funds received by the company from Canada
     Revenue Agency pursuant to an advance pricing arrangement;

   * CSA Canada reserving funds for the federal portion of the
     tax obligations stemming from the advance pricing
     arrangement, currently estimated to be $16.5 million;

   * negative operating cash flow of $11.4 million; and

   * draws under the DIP facility of $50 million, comprising $15
     million to be used by CSA Canada to fund working capital
     and $35 million related to repayment of inter-company
     loans.

CSA Canada and its financial advisors are preparing global
financial forecasts by legal entity in order to determine which
specific subsidiaries would require funding and the timing
related thereto.  The global forecast is not expected to be
completed before the end of this month.

The projection contemplates CSA Canada drawing $35 million under
the DIP facility during the week ending August 30, 2009, and
repaying a portion of its inter-company obligations during
the week ending September 6, 2009.  CSA Canada assumes that it
will not receive the provincial portion of the tax refund under
the advance pricing arrangement, estimated to be $40 million,
within the 13-week period.

                       About Cooper-Standard

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

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

                    http://www.cooperstandard.com/

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

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr¸ res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

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

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


COOPER-STANDARD: To Pay Prepetition Claims of Foreign Vendors
-------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors seek
approval from Judge Peter Walsh of the U.S. Bankruptcy Court for
the District of Delaware to:

  (1) pay claims of essential suppliers and foreign suppliers;

  (2) confirm the grant of administrative expense status to
      obligations arising from prepetition delivery of goods
      received within 20 days of the commencement of their
      Chapter 11 cases, and pay those obligations in their
      discretion in the ordinary course of business; and

  (3) approve repudiating vendor procedures.

Based on their books and records, the Debtors estimate that they
have outstanding prepetition claims totaling approximately
$25.1 million, of which about $3 million is owed to "essential
suppliers," while about $630,000, is owed to their foreign
suppliers.  About $16.9 million of the prepetition claims
represents obligations due to production-related goods, of which
about $15 million is entitled to priority treatment under Section
503(b)(9) of the Bankruptcy Code.

Attorney for the Debtors, Michael Merchant, Esq., at Richards,
Layton & Finger P.A., in Wilmington, Delaware, said that
maintaining the services provided by the Debtors' key suppliers
is vital to the success of the Debtors' bankruptcy cases.

"Unless certain of their essential and foreign suppliers' claims
are paid, it is likely that a significant portion of the
[suppliers] will not continue to supply and provide services to
the Debtors, in which case the Debtors' business would grind to a
halt, and the Debtors' customers would also suffer extremely
detrimental and potentially irreparably results," Mr. Merchant
said in court papers.

The Debtors proposes to pay the suppliers based on understanding
that they are to continue providing services to them.  They
proposed that a letter be sent to the suppliers containing these
conditions to the payment of their claims:

  (1) the amount of the essential and foreign supplier's
      estimated prepetition claim, after accounting for any
      set-offs, other credits and discounts;

  (2) the Debtors' agreement to pay the supplier's estimated
      prepetition claim, after accounting for any set-offs,
      other credits and discounts;

  (3) the Debtors' payment of the supplier's estimated
      prepetition claim, after accounting for any set-offs,
      other credits and discounts thereto will be in exchange
      for the supplier's continued provision of services to the
      Debtors during their bankruptcy;

  (4) the supplier's agreement that to the extent it has
      received payment of a prepetition claim but subsequently
      refuses to supply services to the Debtors, any payments
      received by the supplier on account of its claims will be
      repaid to the Debtors or deemed to have been in payment of
      then outstanding, undisputed postpetition obligations owed
      to those suppliers, at the Debtors' option;

  (5) the supplier's agreement not to file or otherwise assert
      against the Debtors, their estates, any other person or
      entity, any of their assets or property -- real or
      personal, any lien, regardless of the statute or other
      legal authority upon which that lien is asserted, related
      in any way to remaining prepetition amounts allegedly owed
      to the supplier by the Debtors arising from agreements
      entered into prior to the bankruptcy filing and, to the
      extent the supplier has previously obtained that lien,
      the supplier's agreement to take all necessary actions to
      remove the lien as promptly as possible.

  (6) the supplier's agreement to release to the Debtors, upon
      their request, goods or other assets of the Debtors in the
      supplier's possession and confirmation that the supplier
      has no lien on any production tooling based upon the
      Debtors' failure to pay prepetition amounts they owe to
      the foreign supplier;

  (7) the supplier's acknowledgment that it has viewed the terms
      and provisions of the final order approving the Debtors'
      request and consents to be bound by the order; and

  (8) the supplier's agreement that it will not separately
      assert or otherwise seek payment for reclamation claims or
      claims pursuant to Section 503(b)(9) of the Bankruptcy
      Code.

                Repudiating Vendor Procedures

Given the sensitivity of the Debtors' businesses to immediate
disruption if suppliers refuse to deliver goods or services, the
Debtors also seek court approval to pay, on a conditional
basis, claims of suppliers that have contractual obligations to
them but which refuse to honor their obligations on a
postpetition basis.  If payment is made, the Debtors propose that
these procedures be implemented:

  (1) If a supplier refuses to perform its postpetition
      obligations pursuant to an executory contract with the
      Debtors because they have failed to pay the supplier's
      prepetition claim, the Debtors are authorized to pay the
      claim provisionally so long as within three days of
      payment, the Debtors file a "notice of repudiating vendor"
      and seek the entry of an order to "show cause."

  (2) If a supplier refuses to perform its postpetition
      obligations pursuant to an executory contract with the
      Debtors, the Debtors may, whether or not they make the
      provisional payment, file the notice and seek an order,
      requiring the supplier to appear before the Court, to show
      cause why it should not be found to have willfully
      violated the bankruptcy laws and why it should not be
      required to return any provisional payment made to it by
      the Debtors.

If the Court determines that the repudiating supplier's conduct
violated the automatic stay, the Debtors propose that the Court
direct the supplier to return the conditional payment plus
attorney's fees and interest accrued on the conditional payment
at the rate charged the Debtors under the agreements governing
their bankruptcy loan or so-called "debtor-in-possession
financing."

In connection with the proposed payment of the suppliers' claims,
the Debtors also ask the Court that all concerned banks and other
financial institutions be authorized to honor all checks
presented for payment of those claims as well as all fund
transfer requests made; and that the Debtors be authorized to
issue new postpetition checks or effect new postpetition fund
transfers to replace the checks or fund transfer requests that
have been dishonored or rejected.

                 Court Issues Interim Approval

Judge Walsh issued an interim court order authorizing the Debtors
to pay the suppliers' claims, including those that are entitled
to priority treatment under Section 503(b)(9), up to
$11.63 million during the interim period.  He also approved the
proposed conditions to payment of the suppliers' claims and the
proposed repudiating vendor procedures.

Judge Walsh directed the banks and financial institutions to
honor the Debtors' checks as well as all fund transfer requests
made; and authorized the Debtors to issue new postpetition checks
or effect new postpetition fund transfers to replace the checks
or fund transfer requests that have been dishonored or rejected.

The hearing to consider final approval of the Debtors' request is
scheduled for September 1, 2009.  Creditors and other concerned
parties have until August 25, 2009, to file their objections.

                       About Cooper-Standard

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

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

                   http://www.cooperstandard.com/

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

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr¸ res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

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

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


COOPER-STANDARD: Wants to File Action in CSA Canada Case
--------------------------------------------------------
Cooper Tire & Rubber Company seeks the U.S. Bankruptcy Court for
the District of Delaware's approval to file an action in Cooper-
Standard Automotive Canada Ltd.'s insolvency case in Canada.

CSA Canada, which filed an insolvency proceeding in Canada on
August 4, 2009, is owned and controlled by Cooper-Standard
Automotive Inc.

Cooper Tire made the move to require CSA Canada to segregate
about C$50 million in tax refund that it will be receiving from
the Canada Revenue Agency as well as the $60 million refund it
received from the agency on July 27, 2009, pending court
determination as to the ownership of the funds.

Cooper Tire asserts ownership of the tax refunds based on a
provision of a stock purchase agreement that was executed in
connection with the transfer of its stock to Cooper-Standard
Holdings Inc.  Under the agreement, Cooper Tire is entitled to
all refunds of its taxes and interest received by CSA-Holdings or
any of its affiliates prior to the disposition.  The refunds also
allegedly belongs to Cooper Tire regardless of which legal entity
or affiliate of Cooper-Standard Automotive receives the refund.

Attorney for Cooper Tire, Jeffrey Waxman, Esq., at Morris James
LLP, in Wilmington, Delaware, says the immediate segregation of
the tax refund would ensure that Cooper Tire's interests would
not be irreparably harmed by the dissipation of its property.

"In the event that the anticipated tax refund is remitted to CSA
Canada, and the anticipated tax refund is subsequently
dissipated, Cooper Tire may be left with no adequate remedy at
law," Mr. Waxman says.

Mr. Waxman points out that Cooper-Standard Holdings and its
affiliated debtors will not be prejudiced by the filing of the
action since the tax refund is not an asset of their estate as it
is being sent to CSA Canada.

The hearing to consider approval of Cooper Tire's request is
scheduled for August 18, 2009.  Creditors and other concerned
parties have until August 14, 2009, to file their objections.

                       About Cooper-Standard

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

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

                   http://www.cooperstandard.com/

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

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr¸ res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

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

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


CROSSWOODS HOTEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Crosswoods Hotel Investors LLC
            dba Homewood Suites by Hilton
        565 Metro Place South- # 220
        Dublin, OH 43017

Bankruptcy Case No.: 09-59119

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Debtor's Counsel: Robert J. Morje, Esq.
                  620 E Broad St
                  Columbus, OH 43215
                  Tel: (614) 242-4242
                  Email: rmorje@dvslv.com

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

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

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

            http://bankrupt.com/misc/ohsb09-59119.pdf

The petition was signed by Peter L. Coratola, managing member of
the Company.


CROWN OHIO: Case Summary 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Crown Ohio Investments, LLC
        1453 President Street
        Brooklyn, NY 11213

Bankruptcy Case No.: 09-46767

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Kevin J. Nash, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  Email: KJNash@finkgold.com

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

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

A list of the Company's 18 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/nyeb09-46767.pdf

The petition was signed by Abe New, manager/member of the Company.


DALE NEISWENDER: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Dale Allan Neiswender
               Judy Carolyn Neiswender
               5229 W Lone Cactus Drive
               Glendale, AZ 85308

Bankruptcy Case No.: 09-18916

Chapter 11 Petition Date: August 7, 2009

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

Judge: Charles G. Case II

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

Total Assets: $1,156,102

Total Debts: $1,984,187

A full-text copy of the Debtors' petition, including a list of
their 6 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/azb09-18916.pdf

The petition was signed by the Joint Debtors.


DALE GERRATT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Dale W. Gerratt
                  dba Gerratt Dairy
               Becky A. Gerratt
               1350 S 2250 E
               Hazelton, ID 83335

Bankruptcy Case No.: 09-41176

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtors' Counsel: Brent T. Robinson, Esq.
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  Email: btr@idlawfirm.com

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

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

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

           http://bankrupt.com/misc/idb09-41176.pdf

The petition was signed by the Joint Debtors.


DEAN & MOORE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dean & Moore Insurance, Inc.
           dba Able Dean & Moore Insurance
        1428 Towne Lake Parkway, Suite 97
        Woodstock, GA 30189

Bankruptcy Case No.: 09-80657

Chapter 11 Petition Date: August 6, 2009

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

Judge: Joyce Bihary

Debtor's Counsel: David L. Miller, Esq.
                  Law Offices of David L. Miller
                  The Galleria - Suite 960
                  300 Galleria Parkway, NW
                  Atlanta, GA 30339
                  Tel: (404) 231-1933
                  Email: millerlawfirm@mindspring.com

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

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

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

The petition was signed by Douglas Terry Dean, president/CEO of
the Company.


DEERFIELD CAPITAL: Amends Net Worth Covenants in TruPS Indentures
-----------------------------------------------------------------
Deerfield Capital Corp. on July 31, 2009, entered into three
supplemental indentures with the holders of the trust preferred
securities issued by each of Deerfield Capital Trust I, Deerfield
Capital Trust II and Deerfield Capital Trust III.

The Supplemental Indentures amend the consolidated net worth
covenants contained in the indentures governing the Trust
Preferred Securities to:

     (i) permanently decrease the net worth required by the Net
         Worth Covenants from $175 million to $50 million; and

    (ii) provide that the initial measurement date for compliance
         with the Net Worth Covenants will be September 30, 2012.

The provisions supersede the temporary waiver of the Net Worth
Covenants obtained from the holders of the Trust Preferred
Securities in November 2008.

The Supplemental Indentures also contain provisions prohibiting
the Company from incurring additional indebtedness and declaring
additional dividends and distributions on its capital stock, in
each case for the life of the Trust Preferred Securities and
except as specifically permitted under the terms of the
Supplemental Indentures.

Based in Chicago, Illinois, Deerfield Capital Corp. (NYSE AMEX:
DFR) -- http://www.deerfieldcapital.com/-- through its
subsidiary, Deerfield Capital Management LLC, manages client
assets, including bank loans and other corporate debt, RMBS,
government securities and asset-backed securities. In addition,
DFR has a principal investing portfolio comprised of fixed income
investments, including bank loans and other corporate debt and
RMBS.


DELPHI CORP: PBGC Takes Over Underfunded Pension Plans
------------------------------------------------------
The Pension Benefit Guaranty Corporation on August 10, 2009,
assumed responsibility for the pension plans of Delphi Corp.  The
plans ended as of July 31, 2009.

Delphi's six pension plans cover 70,000 workers and retirees.  The
PBGC will pay pension benefits to those individuals up to limits
set by federal law.  "In the near future, we will contact each
person in the plans to let them know about the next steps," the
agency said.

Since Delphi entered bankruptcy protection in 2005, the PBGC has
worked with Delphi, GM and other stakeholders to keep all the
pension plans ongoing or to have them assumed by GM.  In September
2008, GM took on $2.5 billion in liabilities of the Delphi Hourly
Plan, and had been expected to assume the entire obligation for
the hourly plan.  However, GM itself reorganized in bankruptcy
earlier this year and now states it is unable to afford the
additional financial burden of the Delphi pensions.

The PBGC originally announced the Delphi plans would end as of
July 22, but that date has now been changed to July 31.

Delphi sponsors six defined benefit plans for its workers.  The
Delphi Hourly Pension Plan covers 47,000 participants and has
about $3.7 billion in assets and more than $8 billion in
liabilities, according to PBGC estimates.  The PBGC, in a July 22
statement, said it expects to be responsible for about $4 billion
of the plan's shortfall of nearly $4.4 billion.

The Delphi Salaried Pension Plan covers about 20,000 workers and
retirees, and has $2.4 billion in assets and liabilities of $5
billion, according to PBGC estimates.  The PBGC expects to be
responsible for about $2.2 billion of its estimated $2.6 billion
in underfunding.

In addition, the agency will be responsible for $50 million in
underfunding of four smaller Delphi plans with 2,000 participants.
These plans are the ASEC Manufacturing Retirement Program; Delphi
Mechatronic Systems Retirement Program; Packard-Hughes
Interconnect Bargaining Retirement Plan; and Packard-Hughes
Interconnect Non-Bargaining Retirement Plan.

The PBGC will pay pension benefits up to the limits set by law.
In 2009, the maximum benefit for a 65-year-old is $54,000 per
year.   The maximum is lower for those who retire earlier or elect
survivor benefits. In addition, certain early retirement subsidies
and supplements are generally not insured, and benefit increases
made within the past five years may not be fully guaranteed.

                         About Delphi Corp

A former unit of General Motors, Delphi Corporation (PINKSHEETS:
DPHIQ) -- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Based in Troy, Michigan, Delphi had approximately
146,600 employees and operates 150 wholly owned manufacturing
sites in 34 countries with sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DISCOVERY LAND: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Discovery Land Ventures LLC
        24911 Avenue Stanford
        Valencia, CA 91355

Bankruptcy Case No.: 09-20095

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Philip E. Koebel, Esq.
                  POB 94799
                  Pasadena, CA 91109
                  Tel: (626) 797-6342
                  Fax: (626) 410-1149
                  Email: lawofpek@gmail.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
3 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-20095.pdf

The petition was signed by Nasir Eftekhari, member of the Company.


DONALD BRANDT: U.S. Trustee Sets Meeting of Creditors for Aug. 27
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Donald H. Brandt's Chapter 11 case on August 27, 2009, at
2:30 p.m.  The meeting will be held at Room 100-B, 501 East Polk
St., (Timberlake Annex), Tampa, Florida.

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

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

Bradenton, Florida-based Donald H. Brandt filed for Chapter 11 on
July 27, 2009 (Bankr. M. D. Fla. Case No. 09-16166).  The Law
Office of Amy C. Boohaker, PA, represents the Debtor in his
restructuring efforts.  In his petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


DUANE READE: Discounted Repurchase Cues S&P's Rating Cut to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on New York-based Duane Reade Inc. to 'SD'
(selective default) from 'CC'.  S&P also lowered its issue-level
rating on the company's $195 million 9.75% subordinated notes due
2011 to 'D' from 'C'.

"These actions follow the company's announced final results of its
tender offer and the repurchase of $143.3 million, or 73.5% of the
outstanding notes; S&P withdrew the rating on the company's
$210 million senior secured notes due 2010, following the
completion of the cash tender for these notes at par, and withdrew
the rating on the proposed $110 million notes due 2016 as Duane
Reade increased the proposed $215 million senior secured notes to
$300 million," said Standard & Poor's credit analyst Ana Lai.  All
other outstanding ratings on the company's debt remain unchanged.

The rating action follows Duane Reade's repurchase of
$143.3 million of its $195 million 9.75% subordinated notes due
2011 at a discount ($875 for each $1,000 principal amount.  S&P
view the tender offer as a distressed exchange and tantamount to
default.  Duane Reade also completed the tender for $205 million
of its $210 million senior secured notes due 2010 at par.

Duane Reade used net proceeds from a $300 million 11.75% senior
secured notes offering due 2015, and a portion of the proceeds
from a $125 million preferred equity investment by entities
associated with Oak Hill Capital Partners, L.P., to fund the
tender of both note issues.

S&P expects to raise Duane Reade's corporate credit rating as soon
as is practical.  On July 16, 2009, S&P cited a preliminary
expectation that the corporate credit rating could possibly be
raised to 'B-', based on the post-tender capital structure and
increased financial flexibility from extending its debt maturities
and improved liquidity position.  However, debt leveraged remains
very high since S&P treats the preferred equity investment as
debt.


DUANE THOMAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Duane Thomas Marine Construction, LLC
        296 Rockhill Court
        Marco Island, FL 34145

Bankruptcy Case No.: 09-17391

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: sleslie.ecf@srbp.com

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

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

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

           http://bankrupt.com/misc/flmb09-17391.pdf

The petition was signed by Duane O. Thomas Jr., manager of the
Company.


EAST COAST SANITATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: East Coast Sanitation Co. Inc.
        PO Box 442
        East Hanover, NJ 07936

Bankruptcy Case No.: 09-30888

Chapter 11 Petition Date: August 10, 2009

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

Debtor's Counsel: Daniel J. Yablonsky, Esq.
                  Yablonsky & Associates, LLC
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801
                  Email: ecfmail@yablaw.com

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

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

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

             http://bankrupt.com/misc/njb09-30888.pdf

The petition was signed by Srinivas Bikkasani, president of the
Company.


EDGE PETROLEUM: Posts $9.3MM Net Loss in Quarter Ended June 30
--------------------------------------------------------------
Edge Petroleum Corp. posted a net loss of $9,369,000 for three
months ended June 30, 2009, compared to a net loss of $27,823,000
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $86,309,000 compared with a net loss of $44,002,000 for the
same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $264,030,000, total liabilities of $252,492,000 and
stockholders' equity of $11,538,000.

                         Going Concern Doubt

On March 16, 2009, BDO Seidman, LLP, in Houston, Texas raised
substantial doubt about Edge Petroleum Corp.'s ability to continue
as a going concern after auditing the Company's financial
statements for the years ended December 31, 2008, and 2007.  The
auditor noted that the Company is in a negative working capital
position with significant payments due June 30, 2009, under the
revolving credit agreement.

The carrying amount of the Company's debt as of December 31, 2008,
approximated fair value because the interest rates were variable
and reflective of market rates, but as of June 30, 2009, the
Company related it is not practicable to estimate the fair value
of its outstanding debt in light of the impending maturity on
August 31, 2009, that the Company is seeking to address.  The
carrying amount of the Company's debt as of June 30, 2009, was
$234 million and the interest rate applied at June 30, 2009, was
5.75%.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4165

Edge Petroleum Corp. (NASDAQ: EPEX) is a Houston-based is an
independent oil and natural gas company engaged in the
exploration, development, acquisition and production of crude oil
and natural gas properties in the United States.  At December 31,
2007, the Company's net proved reserves were 163.5 billion cubic
feet equivalent (Bcfe), comprising 116.6 billion cubic feet of
natural gas, 4.8 million barrels of natural gas liquids and
3 million barrels of crude oil and condensate.  Natural gas and
natural gas liquids accounted for approximately 89% of those
proved reserves.  Approximately 77% of total proved reserves were
developed, as of December 31, 2007, and they were all located
onshore, in the United States.  On January 31, 2007, the Company
completed the purchase of certain oil and natural gas properties
located in 13 counties in south and southeast Texas, and other
associated assets from Smith Production Inc. (Smith)

As reported by the Troubled Company Reporter on February 4, 2009,
Edge Petroleum Corp., said that it may be required to seek
protection under Chapter 11 of the U.S. Bankruptcy Code if it is
unable to address its debt obligations.  The Company engaged Akin
Gump Strauss Hauer & Feld LLP to act as the company's legal
advisor in connection with its evaluation of various financial and
strategic alternatives and to represent the Company generally in
its ongoing corporate and securities matters as its primary
outside counsel.


EDUCATION RESOURCES: To File Reorganization Plan This Month
-----------------------------------------------------------
The Education Resources Institute, Inc., said in court documents
filed on Friday that it is continuing talks with creditors and
would be filing a reorganization plan and a disclosure statement
no later than August 26.

Emily Chasan at Reuters reports that TERI has had more than six
extensions on filing its reorganization plan and missed its latest
deadline of August 5.  The U.S. Bankruptcy Court for the District
of Massachusetts told TERI that it would be unlikely to grant
further extensions of the exclusivity period, court documents say.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than
$17 billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC.  Grant Thornton LLP, acts as financial advisors,
and Citigroup Global Markets Inc. acts as investment banker.  Its
Claims Agent is Epiq Bankruptcy Solutions LLC.  When the Debtor
filed for protection from its creditors, it listed estimated
assets of more that $1 billion and estimated debts of $500,000 to
$1 billion.


ENERGY PARTNERS: Court Rejects Tudor Pickering, Houlihan Fee Pacts
------------------------------------------------------------------
Peg Brickley posted on The Wall Street Journal blog, Bankruptcy
Beat, that the Hon. Jeff Bohm of the U.S. Bankruptcy Court for the
Southern District of Texas has rejected the fee agreements between
energy investment and merchant banking boutique Tudor, Pickering,
Holt & Co. LLC and Houlihan Lokey, two members of the official
committees in Energy Partners, Ltd.'s Chapter 11 case.

Tudor Pickering was advising the committee representing
shareholders in Energy Partners' bankruptcy, while Houlihan Lokey
worked for the official committee representing unsecured
noteholders.

According to Bankruptcy Beat, Judge Bohm chided Tudor Pickering
and Houlihan Lokey for arrogance and described the fee deals as
"outrageous", saying, "The men and women of our nation's armed
forces, who risk their lives to preserve and protect the abundant
freedoms of this country, earn an annual salary that barely
exceeds Tudor Pickering's proposed $25,000-per-day appearance
fee."  Bankruptcy Beat relates that the two firms had sworn "under
oath that they will render services only if they immediately
receive a nonrefundable fee aggregating $1.0 million."

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

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


EPIX PHARMACEUTICALS: PRX-07034 to Be Sold at Sept 30. Auction
--------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., said the PRX-07034 Therapeutics - CNS
Phase 2 will be part of the intellectual property offered for sale
at the September 30, 2009 auction.

The PRX-07034 Therapeutics - CNS Phase 2 is a small molecule, oral
5HT6 antagonist for cognitive impairment associated with
schizophrenia.  The Company has completed Phase 1 in obesity with
racemic compound and completed Phase 1 with chiral compound. It
has an open IND and a significant quantity of chiral API
available.

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.

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 35
years.  His most recent Assignments for the Benefit of Creditors
in the biotech field include Spherics, Inc., ActivBiotics, Inc.
and Prospect Therapeutics, Inc.

                  About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.

As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law.  Following the Company's
unsuccessful efforts to effect a strategic alternative, including
a financing, recapitalization, sale or disposition of corporate
assets, merger or strategic business combination, the Company's
Board of Directors determined it was in the best interests of the
enterprise to cease the Company's operations and to provide for an
orderly liquidation of its assets by entering into the Assignment.


EPIXTAR CORP: U.S. Trustee Wants Cases Converted to Chapter 7
-------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, asks the
U.S. Bankruptcy Court for the Southern District of Florida to
convert Epixtar Corp., et al.'s Chapter 11 cases, to cases under
Chapter 7, or in the alternative, to appoint a Chapter 11 trustee
pursuant to Section 1104(a) of the Bankruptcy Code.

The U.S. Trustee says that the last monthly operating report filed
by the Debtors was for September 2008.  The U.S. Trustee adds that
two of the Debtors owe in excess of $10,000 and $7,500 in U.S.
Trustee Program fees.

Failure to file monthly operating reports and to pay appropriate
fees establish cause to convert the cases under Section
112(b)(4)(F) and Section 1112(b)(4)(K), respectively, of the
Bankruptcy Code., say the U.S. Trustee.

Subsequent to the U.S. Trustee's motion, the Debtors and the
Creditors Committee jointly filed a plan and disclosure statement.

                      About Epixtar Corp.

Based in Miami, Florida, Epixtar Corp. fdba Global Assets
Holding Inc. -- http://www.epixtar.com/-- acquires or
establishes companies specialized in mass-market communication
products.  Epixtar operates through its subsidiaries, National
Online Services Inc. and One World Public.  The Company and its
debtor-affiliates filed for Chapter 11 protection on October 6,
2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D. Seese, Esq.,
at Hinshaw & Culbertson, LLP, and Eyal Berger, Esq., at Kluger,
Peretz, Kaplan and Berlin, P.L., represent the Debtors in their
restructuring efforts.  Carlos E. Sardi, Esq., Glenn D. Moses,
Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista,
P.A., represent the official committee of unsecured creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $30,376,521 and total debts
of $39,158,724.


EXIDE TECHNOLOGIES: Receives $34.3-Mil. Federal Grant
-----------------------------------------------------
As part of President Obama's announcement concerning new advanced
battery and electric drive projects that will receive $2.4 billion
in funding under the American Recovery and Reinvestment Act of
2009, Exide Technologies was awarded $34.3 million for its
proposal for the domestic manufacture of affordable lead-acid
batteries incorporating advanced carbon technology.  Exide
Technologies (Nasdaq:XIDE) is a global leader in stored
electrical-energy solutions for both transportation and industrial
applications.

Exide's project involves two of its global technologies: a spiral
wound absorbed glass mat design and a flat plate AGM design.
These batteries are fully production ready, and Exide already has
customers for these products.

In addition to its own advanced carbon technology, Exide recently
entered into a memorandum of understanding with Axion Power
International, Inc., a developer of advanced batteries and energy
storage products that incorporate patented lead carbon battery PbC
Technology(TM).  This collaboration provides a multi-dimensional
structure of expertise that fuels Exide's ability to expedite the
development of advanced lead-acid batteries and new chemistries
for use in product development, broadening opportunities in
transportation channels.

The project will address the increased demand for micro-hybrid
vehicles, idle reduction commercial vehicles, and other strategic
market segments.  Exide's project also is designed to offer
favorable energy and environmental impacts.  During the next three
years, the Company believes that the investment will enable
production capacity of approximately 1.5 million batteries and
create as many as 320 manufacturing jobs -- approximately 120
positions at its Transportation manufacturing operation in
Bristol, Tennessee and 200 positions at its Industrial Energy
manufacturing facility in Columbus, Georgia.

The Exide facility in Bristol, Tennessee will be the only advanced
AGM spiral wound lead-acid battery production operation in the
U.S. that serves the transportation market segment.  The Columbus,
Georgia project will address the investment in advanced AGM flat
plate batteries.  In addition to transportation applications, the
Exide Columbus location is expected to offer these products and
technology for industrial applications.  Both Exide operations
will manufacture the AGM batteries, with and without carbon, for
stop-start, micro-hybrid and no-idle vehicle applications.

Exide estimates that these advanced AGM batteries, when installed
in vehicles incorporating energy management technologies, can save
approximately 75 million gallons of fuel per year -- equivalent to
$175 million at the pump.  This fuel savings also is expected to
reduce U.S. dependence on imported oil by more than three million
barrels per year, likewise reducing emissions by more than 600,000
metric tons of carbon dioxide (CO2) per year.

"Despite the current economic situation, we believe this area of
investment can be expected to yield significant benefits including
job creation, energy savings and an association with both advanced
technology and environmental sustainability," said Gordon Ulsh,
President and Chief Executive Officer of Exide Technologies.  "The
convergence of innovative designs, novel carbon-lead hybrid
chemistries, and the application of nano technology -- all in
conjunction with lead-acid technology that has proven itself for
more than a century -- sets the stage for the delivery of superior
energy storage solutions."

Exide also has received support from the states of Georgia and
Tennessee that will amount to as much as $15 million in tax
incentives and other benefits during the next decade.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for Chapter 11
protection on April 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

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

                          *     *     *

Reorganized Exide Technologies carries a 'B' issuer credit rating,
with a stable outlook, from Standard & Poor's.


EXIDE TECHNOLOGIES: Reports $54 Mil. Net Loss in Second Quarter
---------------------------------------------------------------
Exide Technologies, a global leader in stored electrical energy
solutions, announced its fiscal 2010 first quarter financial
results, for the period ended June 30, 2009.

    Highlights of Fiscal 2010 First Quarter Results

       * Net sales for the fiscal 2010 first quarter of
         $592.9 million compared to $971.3 million in the prior
         year quarter on 28% lower unit volumes;

       * Gross margin for the fiscal 2010 first quarter was
         18.0% compared to 17.4% in the prior year period;

       * Adjusted net loss for the fiscal 2010 first quarter was
         $11.0 million or ($0.15) per share as compared to
         adjusted net income of $13.2 million or $0.18 per
         diluted share in the fiscal 2009 comparative period;

       * Net cash provided by operating activities for fiscal
         2010 first quarter was $56.5 million compared to
         $40.1 million for the prior fiscal year first quarter;
         and

       * Liquidity increased from $297 million at March 31, 2009,
         to $314 million at June 30, 2009.

                      Consolidated Results

Fiscal 2010 first quarter consolidated net sales were
$592.9 million as compared to net sales of $971.3 million in the
fiscal 2009 first quarter.  Net sales in the fiscal 2010 period
were negatively impacted by foreign currency translation
($48.6 million), price reductions due to a 35% decline in average
lead prices quarter over quarter ($85.3 million) and overall lower
unit volumes ($244.5 million).  The lower volume equates to an
approximate 28% reduction in unit sales over the prior year
period and is driven by lower original equipment (OE) builds in
Transportation and Industrial Energy, lower capital spending in
the Network Power channels and softer aftermarket volumes in
Transportation Americas, the result of the transition of two
accounts to competitors as previously announced.

Consolidated net loss for the fiscal 2010 first quarter was
$54.0 million or $0.71 per share compared to net loss for the
fiscal 2009 first quarter of $10.3 million or $0.14 per share.

The results for these comparable periods were impacted by the
these items:

      * The fiscal 2010 first quarter results include
        restructuring and related asset impairment charges of
        $39.5 million, net of tax, or $0.52 per share.  These
        charges are principally the result of a provision
        related to the planned closure of our U.K. Industrial
        Energy facility and incremental severance related costs
        to finalize the closure of our Auxerre, France
        Transportation facility.  This amount compares with net
        of tax restructuring charges in the first quarter of
        the prior year in the amount of $2 million or $0.03 per
        share.

     *  The results of the fiscal 2010 first quarter include
        currency remeasurement income, net of tax, in the
        amount of $4.6 million or $0.06 per share, compared to
        $1.7 million, net of tax, or $0.02 per share in
        the fiscal 2009 first quarter.

      * The fiscal 2010 first quarter includes an unrealized
        loss from revaluation of warrants liability in the
        amount of $0.5 million or $0.01 per share compared to
        $9.7 million or $0.12 per share in the fiscal 2009
        first quarter.  Unrealized gains and losses from
        revaluation of warrants liability are not subject to
        income taxes.

      * The fiscal 2010 first quarter includes reorganization
        items, net of tax, in the amount of $0.4 million or
        $0.01 per share compared to the fiscal 2009 period of
        $0.3 million.

      * The fiscal 2010 first quarter tax provision was
        negatively impacted by $7.2 million or ($0.08) per share
        due to valuation allowance increases.  This compares
        with a $13.2 million or $0.18 per share recognition of a
        non-cash tax valuation allowance in the fiscal 2009
        first quarter, principally in Australia.

Excluding the impact of the above described, non-operational
items, adjusted net loss for the fiscal 2010 first quarter was
$11.0 million or $0.15 per share.  This compares with adjusted
net income for the comparable prior year period of $13.2 million
or $0.18 per share. A reconciliation of net income or loss and
net income or loss per share to adjusted net income or loss and
adjusted net income or loss per share is provided as an
attachment to this release.

Consolidated Adjusted EBITDA for the fiscal 2010 first quarter was
$23.1 million as compared with Adjusted EBITDA of $71.1 million in
the prior fiscal year first quarter.  Although gross profit
declined by $62.8 million in comparison to the prior fiscal year
first quarter primarily on lower volume; as a percent of net
sales, margins increased to 18.0% in the fiscal 2010 first
quarter, compared to 17.4% in the prior year period.

Gordon A. Ulsh, President and Chief Executive Officer, said, "We
continue the difficult work necessary to align our cost structure
appropriately to market conditions and expect this work to pay
significant dividends in the second half of fiscal 2010.  Even
with current headwinds, we expect to report significant sequential
improved Adjusted EBITDA in the second quarter.  And, assuming no
further significant contraction in the global economy and a
rational pricing environment, we anticipate reporting higher
Adjusted EBITDA for the third and fourth quarters of fiscal 2010
as compared to the same quarters of fiscal 2009.  Due primarily to
seasonality in our Transportation segments, our first fiscal
quarter has historically been our lowest performing quarter of the
fiscal year and this year is expected to follow this pattern."

Selling, general and administrative expenses for the fiscal 2010
first quarter decreased approximately 14% to $108.3 million versus
the comparable prior year period of $126.0 million.  Approximately
$11.8 million of the decrease resulted from foreign currency
translation, with the remainder attributable to the Company's
continued focus on cost reduction.

Net interest expense decreased approximately 23% or $4.5 million
to $14.7 million in the fiscal 2010 first quarter as compared to
$19.2 million in the fiscal 2009 first quarter, primarily a result
of lower average net debt, lower accounts receivable factoring and
the favorable impact of lower interest rates. At June 30, 2009,
net debt decreased 7% to $545.4 million from $588.7 million at
March 31, 2009.

As of June 30, 2009, the Company had cash and cash equivalents of
$121.5 million and $110.0 million availability under its bank
revolving loan facility.  This compares to cash and cash
equivalents of $69.5 million and $130.6 million availability under
the revolving loan facility at March 31, 2009.  Free cash flow was
$40.2 million for the three months ended June 30, 2009 as compared
to $44.8 million for the prior year period.  Free cash flow in the
prior year quarter was favorably impacted by the receipt of
$16.4 million from the sale of a previously closed manufacturing
facility.

            Segment Information for the Three Months
                         Ended June 30

                    Transportation Segments

Net sales of the Company's combined Transportation segments in the
fiscal 2010 first quarter were $377.2 million as compared to
$582.2 million in the same period of fiscal 2009.  Approximately
$128.3 million of the decline in net sales is primarily the result
of 27% lower unit volumes in both OE and aftermarket sales.  A
stronger dollar against most foreign currencies resulted in
unfavorable currency translation of approximately $22.9 million.
Price reductions resulting from lead escalator arrangements
negatively impacted net sales by $53.8 million in the fiscal 2010
first quarter as compared to the fiscal 2009 period.

Adjusted EBITDA for the combined Transportation segments was
$16.1 million in the fiscal 2010 first quarter versus
$41.2 million in the comparable fiscal 2009 period.  Adjusted
EBITDA for the Transportation segments declined in the current
fiscal quarter from the prior year period primarily due to lower
sales volumes and lower profits from its recycling operations, the
result of significantly lower lead prices.  Mr. Ulsh stated, "The
actions taken to reduce legacy capacity began to benefit our
results in the latter part of the current year quarter.  We
expect that these benefits will accelerate as we move into the
second fiscal period."

                   Industrial Energy Segments

Fiscal 2010 first quarter total net sales for the Company's
combined Industrial Energy segments were $215.6 million as
compared to $389.0 million in the comparable fiscal 2009 period.
This decrease was primarily due to a 33% decline in unit volumes
for both motive power and network power products in the fiscal
2010 first quarter as compared to the prior year period.  Net
sales were negatively impacted by unfavorable foreign currency
translation of $25.7 million and lead related price reductions
due to lead escalator arrangements of approximately $31.5 million
over the prior year period.  "It appears the rate of decline in
market demand, particularly in Motive Power, has leveled out.
Although we do not believe we will see further reductions, we
expect the recovery to be slow," Mr. Ulsh said.

Total Adjusted EBITDA for the Industrial Energy segments in the
fiscal 2010 first quarter totaled $13.6 million versus
$36.4 million in the fiscal 2009 first quarter.  This decrease is
primarily due to lower sales volumes for motive power and network
power products.

                  Non-GAAP Financial Measures

The Company uses Adjusted EBITDA as a key measure of its
operational financial performance.  This measure is the key
indicator of the Company's operational performance and excludes
the nonrecurring impact of the Company's current restructuring
actions.  Adjusted EBITDA is defined as earnings before interest,
taxes, depreciation, amortization and restructuring charges. The
Company's Adjusted EBITDA definition also adjusts reported
earnings for the effect of non-cash currency remeasurement gains
or losses, the non-cash gain or loss from revaluation of the
Company's warrants liability, impairment charges and non-cash
gains or losses on asset sales.

The Company calculates Adjusted Earnings Per Share by excluding
from net income (loss) per diluted share certain items, such as
non-cash tax valuation allowances, reorganization items related to
the Company's prior bankruptcy proceedings and the non-cash gain
or loss from revaluation of the Company's warrants liability.  The
Company also excludes the impact of restructuring and impairment
charges incurred to improve its relative cost position when
compared with the competition.  Further, non-cash currency
remeasurement gains and losses have been excluded as these are the
result of financing as opposed to operating decisions.  The
Company believes that these measures are useful to investors and
management because they allow investors to evaluate the Company's
performance for different periods on a more comparable basis by
excluding these non-operational items that the Company believes
are not indicative of, or may obscure trends useful in evaluating,
the Company's continuing operations.  This supplemental
presentation should not be construed as an inference that the
Company's future results will be unaffected by similar adjustments
to net income (loss) per share determined in accordance with GAAP.

The Company also defines Free Cash Flow as cash from operating
activities and cash from investing activities, both as measured in
accordance with Generally Accepted Accounting Principles.  It
believes that Free Cash Flow provides useful information about the
cash generated by our core operations after capital expenditures
and the sale of non-core assets.

All of the foregoing non-GAAP financial measures should be used in
addition to, but not in isolation or as a substitute for, the
analysis provided in the Company's measures of financial
performance prepared in conformity with U.S. GAAP.  The non-GAAP
financial measures should be read only in conjunction with the
Company's condensed consolidated financial statements prepared in
accordance with GAAP.

                        Conference Call

The Company held a conference call to discuss its results Friday,
August 7, 2009, at 9:00 a.m. Eastern Time.  A telephonic replay
of the conference call is available:

        Dates: from 12:00 p.m. ET August 7, 2009, to 11:59 p.m.
               ET August 21, 2009
        Domestic dial-in:  800-642-1687
        International dial-in:  706-645-9291
        Passcode:  20972213

A full-text copy of Exide Technologies' Fiscal 2010 First Quarter
Results is available for free at:

             http://ResearchArchives.com/t/s?4112

              Exide Technologies and Subsidiaries
             Unaudited Consolidated Balance Sheets
                      As of June 30, 2009
                         (in thousands)

                              ASSETS

Current Assets
Cash and cash equivalents                            $121,521
Receivables , net                                     441,283
Inventories                                           415,313
Prepaid Expenses and Other                             17,652
Deferred financing costs, net                           4,991
Deferred income taxes                                  26,181
                                                    ----------
Total Current Assets                                 1,026,941
                                                    ----------

Property, Plant, and Equipment, Net                    598,967

Other Assets:
Goodwill                                                4,260
Other Intangible assets, net                          181,865
Investment in affiliates                                2,044
Deferred financing costs, net                          11,130
Deferred income taxes                                  58,253
Other                                                  21,978
                                                    ----------
                                                      279,530
                                                    ----------
Total Assets                                        $1,905,438
                                                    ==========

           LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Short-term borrowings                                  $7,532
Current maturities of long-term debt                    5,208
Accounts payable                                      245,374
Accrued expenses                                      308,492
Warrants liability                                      1,614
                                                    ----------
Total current liabilities                              568,220
                                                    ----------

Long-term debt                                        654,140
Non-current retirement obligations                    204,867
Deferred income tax liability                          28,625
Other non-current liabilities                         137,126
                                                    ----------
Total liabilities                                    1,592,978
                                                    ----------
Commitments and Contingencies                                -
Minority Interest

Stockholders' equity:
Preferred Stock                                             -
Common stock, par value $.01                              755
Additional paid-in-capital                          1,112,425
Accumulated deficit                                  (841,255)
Accumulated other comprehensive (loss) income          24,088
                                                    ----------
Total Stockholders' equity                             296,013

Noncontrolling interests                                16,447
                                                    ----------
Total stockholders' equity                             312,460
                                                    ----------
Total Liabilities and Stockholders' equity          $1,905,438
                                                    ==========

              Exide Technologies and Subsidiaries
              Statement of Consolidated Operations
            For the Three Months Ended June 30, 2009
                         (in thousands)

Net Sales                                             $592,854
Cost of sales                                          486,170
                                                    ----------
Gross profit                                           106,684
                                                    ----------

Expenses
Selling, marketing and advertising                     65,318
General and administrative                             42,931
Restructuring                                          35,665
Other expense (income), net                            (3,361)
Interest expense, net                                  14,720
                                                    ----------
                                                      155,273
                                                    ----------
Loss before reorganization items, income tax,
minority interest                                     (48,589)
Reorganization items, net                                  555
Income tax provision (benefit)                           4,872
Minority interest                                            -
                                                    ----------
Net loss                                              ($54,016)
                                                    ==========

              Exide Technologies and Subsidiaries
              Statement of Consolidated Cash Flows
            For the Three Months Ended June 30, 2009
                         (in thousands)

Cash Flows From Operating Activities:
Net loss                                             ($54,016)
Adjustments to reconcile net loss to net cash
used in operating activities:
   Depreciation and amortization                       22,480
   Unrealized loss (gain) on warrants                     471
   Net loss on asset sales                              5,364
   Deferred income taxes                                  345
   Provision for doubtful accounts                      1,787
   Non-cash stock compensation                          2,284
   Reorganization items, net                              555
   Minority interest                                        -
   Amortization of deferred financing costs             1,234
   Currency remeasurement loss(gain)                   (9,264)
Changes in assets and liabilities
Receivables                                            75,720
Inventories                                            22,757
Prepaid expenses and other                                437
Payables                                              (26,776)
Accrued expenses                                       15,643
Non-current liabilities                                (1,354)
Other, net                                             (1,181)
                                                    ----------
Net cash provided by operating activities               56,486

Cash Flows From Investing Activities:
Capital expenditures                                  (15,171)
Acquisition of businesses, net                         (1,170)
Proceeds from sales of assets, net                          -
                                                    ----------
Net cash (used in) provided by                         (16,341)
investing activities

Cash Flows From Financing Activities:
Increase (Decrease) in short-term borrowings               25
Increase (Decrease) in borrowings
under Senior Credit Facility                            (749)
Common stock issuance                                      51
Increase (decrease) in other debt                       8,385
                                                    ----------
Net cash provided by financing activities                7,712

Effect of exchange rate changes on cash                  4,159
                                                    ----------
Net increase (decrease) in cash                         52,016

Cash and cash equivalents, beginning of period          69,505
                                                    ----------
Cash and cash equivalents, end of period              $121,521
                                                    ==========

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for Chapter 11
protection on April 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

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

                          *     *     *

Reorganized Exide Technologies carries a 'B' issuer credit rating,
with a stable outlook, from Standard & Poor's.


EXIDE TECHNOLOGIES: Wants Dec. 4 Extension to Remove 2 Cases
------------------------------------------------------------
Reorganized Exide Technologies asks the Bankruptcy Court to
further extend through December 4, 2009, the time within which it
may file notices of removal with respect to these state court
cases:

(a) Anh-Thi Winkler and William F. Winkler vs. Berks Products
     Corp., Exide Technologies, and Empire Steel Casting, Inc.,
     Case No. 08-2580; and

(b) Christopher Orth vs. Berks Products Corp., Exide
     Technologies, and Empire Steel Casting, Inc., Case No. 08-
     2584.

According to James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, the Debtor was served with
these two complaints on March 10, 2008, each filed in the Court
of Common Pleas of Berks County, Pennsylvania.

Mr. O'Neill tells the Court that the extension is necessary
because the Reorganized Debtor has reason to suspect, based on
information and belief, that the claims asserted in the State
Court Cases arose prior to the Petition Date.  However, the
allegations in the State Court Cases are vague, ambiguous and
incomplete that the Reorganized Debtor cannot currently make a
definitive assessment as to whether or not the asserted causes of
action are related to the Chapter 11 cases, he says.

Accordingly, the Reorganized Debtor seeks the extension of time
to permit it to further investigate the asserted claims and to
determine whether removal is appropriate, Mr. O'Neill explains.

The Court will convene a hearing on September 9, 2009, at 10:00
a.m., to consider the Reorganized Debtor's request.

Objections are due on September 2, 2009, at 4:00 p.m.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for Chapter 11
protection on April 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

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

                          *     *     *

Reorganized Exide Technologies carries a 'B' issuer credit rating,
with a stable outlook, from Standard & Poor's.


FAIRBRIDGE COMMONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fairbridge Commons LLC
        985, 1015 and 1035 Fairfield Ave.
        Bridgeport, CT 06605

Bankruptcy Case No.: 09-51562

Chapter 11 Petition Date: August 7, 2009

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

Judge: Alan H.W. Shiff

Debtor's Counsel: Matthew K. Beatman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Email: MBeatman@zeislaw.com

Total Assets: $5,081,500

Total Debts: $18,293,227

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/ctb09-51562.pdf

The petition was signed by Manuel Scharf, managing member of the
Company.


FELY SMIRNOFF: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fely L. Smirnoff
           aka Fely Santiago
        668 Spruce Ave
        South San Francisco, CA 94080

Bankruptcy Case No.: 09-32268

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710
                  Email: voisenat@gmail.com

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

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

A full-text copy of Ms. Smirnoff's petition, including a list of
her 15 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/canb09-32268.pdf

The petition was signed by Ms. Smirnoff.


FIRST FEDERAL BANKSHARES: Warns of Adverse Going Concern Opinion
----------------------------------------------------------------
Management of First Federal Bankshares, the parent company of
Vantus Bank, believes the Company's independent registered public
accounting firm may express substantial doubt about the Company's
ability to continue as a going concern in the auditors' report
contained within the Company's annual report on Form 10-K.
Management cited various regulatory actions and the current
uncertainties associated with the Company's ability to increase
Vantus Bank's capital levels to meet regulatory requirements.

The Company is working to implement the capital infusion to
increase Vantus Bank's regulatory capital ratios to address the
uncertainties giving rise to a possible going concern assessment.

The Bank's regulatory capital ratios as of June 30, 2009, were:

     * a Tier 1 Leverage Ratio of 4.47% (compared to the
       adequately capitalized threshold of 4.00%);

     * a Tier 1 Risk-Based Capital Ratio of 3.35% (compared to the
       adequately capitalized threshold of 4.00%); and

     * a Total Risk-Based Capital Ratio of 3.98% (compared to the
       adequately capitalized threshold of 8.00%).

The Company received notification on May 10, 2009, from the Office
of Thrift Supervision that the Bank was considered significantly
undercapitalized under the Prompt Corrective Action capital
categories and that the Bank must increase its capital and return
to adequately capitalized status.  The Company has been
anticipating the issuance by the OTS of a PCA Directive and
Stipulation to a PCA Directive.

On July 31, 2009, the Company consented to the issuance of a Cease
and Desist Order.  Among other things, the Cease and Desist Order
requires that by August 31, 2009, the Board of Directors must
adopt and submit to the OTS a business plan for enhancing the
consolidated capital and earnings of the Company.

At a minimum, the business plan must address how the Bank will
increase its Tier 1 Capital Ratio to at least 8.0% and its Total
Risk-Based Capital Ratio to at least 12.0% by December 31, 2009,
and how it will maintain these ratios thereafter.

The Company has been in contact with several private equity groups
related to a possible capital infusion in the Bank.  However,
there can be no assurance that the Company will succeed in raising
additional capital from private equity or other sources.
Moreover, a transaction would likely result in substantial
dilution to the Company's current stockholders and could adversely
affect the price of the Company's common stock.

                         About Vantus Bank

The Company's banking subsidiary, Vantus Bank, is headquartered in
Sioux City, Iowa.  Founded in 1923, Vantus Bank is a community
bank serving businesses and consumers in seven full-service
offices in northwest Iowa, a full-service office in South Sioux
City, Nebraska, and six full-service offices in central Iowa,
including four in the Des Moines market area.


FIRST FEDERAL BANKSHARES: Says Trust Preferred CDOs are Illiquid
----------------------------------------------------------------
First Federal Bankshares, the parent company of Vantus Bank, says
its trust preferred collateralized debt obligations are
substantially illiquid, and their valuation is highly complex and
involves a comprehensive process including quantitative modeling
and significant judgment.

As a result, the Company engaged an independent consulting firm to
assist in the valuation of these securities.  Based on the
consulting firm's findings, management determined the Company's
trust preferred CDO securities had an aggregate fair value of
$10.0 million at June 30, 2009.  To determine the write down on
these securities, management completed an analysis of projected
cash flows and discounted the cash flows at the original purchased
yield. The difference in the cost basis of the security and the
net present value of the cash flows was considered a credit-
related loss and was recorded through operations as an impairment
loss.

The effects of the trust preferred CDO securities on the Company's
operations and capital position will continue to be influenced by
external market conditions and other factors outside of the
Company's control, including but not limited to, specific issuer
credit deterioration, deferral and default rates of specific
issuer financial institutions, failure or government seizure of
the underlying financial institutions, rating agency actions, and
the prices at which observable market transactions in these types
of securities occur.  While management closely monitors the
performance of the Company's trust preferred CDO securities and
does not intend to sell these securities prior to the recovery in
value, the current market environment significantly limits the
Company's ability to mitigate its exposure to future credit-
related OTTI write downs and price changes in these securities.
Accordingly, if the aforementioned market conditions deteriorate
further, it is likely that the Company would then determine
additional credit-related OTTI on the Company's trust preferred
CDO securities.  Such a determination would correspondingly have a
further material adverse impact on the Company's earnings,
shareholders' equity and regulatory capital.

On August 11, 2009, First Federal Bankshares recorded a net loss
for the three months ended June 30, 2009, of $17.7 million or
$5.46 per diluted share, compared to a net loss of $22.2 million,
or $6.84 per diluted share, for the three months ended June 30,
2008.  For the 12 months ended June 30, 2009, the Company recorded
a net loss of $18.6 million, or $5.75 per diluted share, compared
to a net loss of $25.4 million, or $7.82 per diluted share, for
the 12 months ended June 30, 2008.

The loss for the three and 12 months ended June 30, 2009, was
primarily attributable to "other than temporary impairment"
charges of $12.3 million and $19.2 million, respectively, relating
to the Company's pooled trust preferred collateralized debt
obligations.  In addition, based on an evaluation of the Bank's
deferred tax asset as of June 30, 2009, the Company concluded that
it was more likely than not that a portion of the deferred tax
asset will not be realized.

The Company said total assets decreased by $61.5 million to
$503.5 million at June 30, 2009, from $565.0 million at June 30,
2008.  The Company had $500.3 million in total liabilities and
$3.22 million in stockholders' equity as of June 30, 2009.

The decrease in total assets was partially due to the sale of the
Grinnell, Iowa, branch, the bulk sale of mortgage loans and
planned run-off in the Bank's commercial real estate portfolio.
Deposits totaled $392.9 million at June 30, 2009, as compared to
$446.6 million at June 30, 2008. The decrease was primarily
attributed to the sale of the Bank's Grinnell, Iowa, branch.

                         About Vantus Bank

The Company's banking subsidiary, Vantus Bank, is headquartered in
Sioux City, Iowa.  Founded in 1923, Vantus Bank is a community
bank serving businesses and consumers in seven full-service
offices in northwest Iowa, a full-service office in South Sioux
City, Nebraska, and six full-service offices in central Iowa,
including four in the Des Moines market area.


FIRST FEDERAL BANKSHARES: Levon Mathews Resigns as CEO & President
------------------------------------------------------------------
First Federal Bankshares, the parent company of Vantus Bank, says
Levon Mathews on August 10, 2009, submitted his resignation as
President and Chief Executive Officer of the Company and of the
Bank.  Mr. Mathews has accepted a position as President and Chief
Executive Officer of a financial institution outside the Bank's
market area.  Mr. Mathews' resignation is effective September 25,
2009, and he is expected to remain as President and Chief
Executive Officer of the Company and the Bank through that date.
The Board of Directors has initiated a search for a successor to
Mr. Mathews and will consider internal as well as external
candidates for the position.

                         About Vantus Bank

The Company's banking subsidiary, Vantus Bank, is headquartered in
Sioux City, Iowa.  Founded in 1923, Vantus Bank is a community
bank serving businesses and consumers in seven full-service
offices in northwest Iowa, a full-service office in South Sioux
City, Nebraska, and six full-service offices in central Iowa,
including four in the Des Moines market area.


FORD MOTOR: Big 3 Automakers Recipients To Grant For Batteries
--------------------------------------------------------------
As a part of the U.S. Government's $787 billion economic stimulus
grant, the big three automakers -- Ford Motor Co., General Motors
Co. and Chrysler Group LLC -- are among the recipients of
$2.4 billion in federal grants President Barack Obama announced to
encourage the development of hybrid and electric vehicles.

To sustain the development of electric vehicles, the U.S.
Government intends to give $1.5 billion to battery makers,
$500 million to electric motors manufacturers; and $400 million is
allocated to test a system for recharging electric-powered cars,
Bloomberg News reported on August 5, 2009.

Initially, the U.S. Government has released $105.9 million to GM
for the production of battery packs for Chevrolet's Volt range -
extended electric vehicle, and $99.8 million to Electric
Transportation Engineering, Nissan Motor Co.'s partner, for the
development of electric-vehicle charging stations in five markets,
where Nissan will make about 1,000 of its leaf electric cars
available in those markets, the report added.

In a press release, General Motors President and CEO Fritz
Henderson said, "General Motors Company commends the
Administration, Congress and Department of Energy for recognizing
advanced batteries as a critical component in our nation's long-
term competitiveness and technology leadership.  This investment
will help deliver domestically-produced and affordable energy
sources for American consumers while aiding in the nation's
recovery by creating U.S. based manufacturing jobs."

"These grants will allow GM to accelerate the deployment of
battery pack manufacturing in the U.S. and enable high volume
production of the world's first extended range electric vehicle -
the Chevy Volt," Mr. Henderson added.

"GM brings more than a decade of company investment and experience
in electric drive vehicles to this project.  We appreciate the
opportunity to quicken the development of this important work,
which will ultimately lead to a reduction in the use of foreign
oil and give America a lead in the race to electrify the
automobile," he continued.

                         About Ford Motor

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

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

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

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


FOX RUN INVESTMENTS: Case Summary 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fox Run Investments, LLC
        333 Bayside Drive
        Newport Beach, CA 92660

Bankruptcy Case No.: 09-18234

Chapter 11 Petition Date: August 10, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Jesse S. Finlayson, Esq.
                  15615 Alton Pkwy, Suite 250
                  Irvine, CA 92618
                  Tel: (949) 759-3810
                  Fax: (949) 759-3812
                  Email: jfinlayson@faw-law.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 10 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/cacb09-18234.pdf

The petition was signed by John T. Cantwell, managing member of
the Company.


FULL CIRCLE ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Full Circle Enterprises, Inc.
        P.O. Box 3026
        Conroe, TX 77305

Bankruptcy Case No.: 09-35838

Chapter 11 Petition Date: August 7, 2009

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

Judge: Letitia Z. Paul

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  Tow and Koenig PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441
                  Email: jkoenig@towkoenig.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Donald R. Branham, president of the
Company.


GASTAR EXPLORATION: Moody's Withdraws 'Caa3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service withdrew Gastar Exploration USA, Inc.'s
Caa3 Corporate Family Rating, Caa3 Probability of Default Rating,
Caa3 senior secured note rating, and SGL-4 Speculative Grade
Liquidity Rating.  The rating actions reflect Gastar's redemption
of its senior secured notes, as a result of which the issuer no
longer has any rated debt outstanding.

Moody's last rating action on Gastar dates from May 12, 2009, at
which time Moody's confirmed Gastar's ratings.

Gastar Exploration USA, Inc., is an independent E&P company
headquartered in Houston, Texas.


GENERAL GROWTH: Citicorp Wants Foreclosure Sale for Oakwood Mall
----------------------------------------------------------------
Citicorp North America, as administrative agent for the lenders to
a unit of General Growth Properties Inc., asks the U.S. Bankruptcy
Court for the Southern District of New York to lift the automatic
stay to allow it to proceed with the foreclosure sale of a mall.

The Citicorp-led lenders are the holders of a duly perfected first
mortgage on the Oakwood Mall, which is a regional shopping mall
comprising approximately 950,000 square feet located in Gretna,
Louisiana, which is in suburban New Orleans.  The Oakwood Mall is
the sole asset owned by debtor Oakwood Shopping Center Limited
Partnership.

The Mortgage secures a loan in the principal amount of
$95 million, which became due and payable in full on the final
maturity date of March 16, 2009, and none of which was paid by
Oakwood at maturity.

The Lenders were undersecured by more than $10 million when the
Debtors commenced their Chapter 11 cases.  Based upon new
appraisal performed by KTR Realty, the Oakwood Mall has suffered a
further loss of value, and is now worth $75.7 million.

Citicorp points out that given the Lenders are now undersecured by
$19 million, it is a virtual certainty that they will control the
class of general unsecured creditors in the Oakwood case.
"Accordingly, the Debtors will not be able to confirm a chapter 11
plan of reorganization in the Oakwood case over the Lenders'
objections because they will not be able to obtain the consent of
a class of impaired creditors."

Citicorp notes that courts have regularly held that relief from
the automatic stay should be granted where the debtor has no
equity in the property, and the property has declined in value
postpetition.

Attorneys for Citicorp may be reached at:

     Herrick, Feinstein LLP
     Stephen B. Selbst
     Hahn Huynh
     2 Park Avenue
     New York, NY 10016
     Tel: (212) 592-1400
     Fax: (212) 592-1500
     E-mail: srathkopf@herrick.com
             Sselbst@herrick.com

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Allows Against All Odds to Assign Lease
-------------------------------------------------------
Prepetition, Against All Odds USA, Inc., is party to three lease
agreements with Debtors Willowbrook Mall, LLC; Woodbridge Center
Property, LLC, and Rouse SI Shopping Center, LLC.

Against All Odds sought and obtained the U.S. Bankruptcy Court
for the District of New Jersey's approval of a sale of
substantially all its assets.  Against All Odds held conducted an
auction as part of its sale and intends to assume and assign the
GGP Leases pursuant to Section 365 of the Bankruptcy Code to
either New Deal LLC, as stalking horse bidder, or the ultimate
buyer.

Accordingly, in a stipulation approved by the U.S. Bankruptcy
Court for the Southern District of New York, Against All Odds and
the Debtors agree to lift the automatic stay under Section 362(a)
of the Bankruptcy Court solely to allow Against All Odds to
assume and assign the GGP Leases.  However, the modification of
the automatic stay is without prejudice to the Debtors' rights
under Section 365(b) (x) to object to the amount of any proposed
cure of the outstanding amounts owing under any of the GGP
Leases; and (y) to adequate assurance of future performance under
each of the GGP Leases by the approved buyer.

If there is no approved buyer of the Against All Odds assets,
this stipulation will be deemed null and void.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed $29,557,330,000 in
assets and $27,293,734,000 in debts as of December 31, 2008.

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


GENERAL GROWTH: Committee Proposes Houlihan as Fin'l Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors in General Growth
Properties Inc.'s cases seeks the Bankruptcy Court's authority to
retain Houlihan Lokey Howard & Zukin Capital, Inc., as financial
advisor and investment banker, nunc pro tunc to April 27, 2009.

Houlihan will provide advisory and investment banking services to
the Creditors' Committee and its legal advisors as they deem
appropriate and feasible to advise the Committee in the course of
the Debtors' Chapter 11 cases, including, but not limited to:

  (a) Evaluate financing and liquidity options available to the
      Debtors;

  (b) Evaluate and assess collateralized mortgage back
      securities and other secured debt restructuring
      alternatives;

  (c) Review and analyze the business plans and forecasts of the
      Debtors;

  (d) Review and assess any non-core asset sales proposed by the
      Debtors;

  (e) Evaluate the Debtors' debt capacity in light of their
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors;

  (f) Provide specific valuation or other financial analyses as
      the Committee may require in connection with the financial
      restructuring;

  (g) Evaluate all potential transactions and restructuring
      proposals proposed by the Debtors and analyze and explain
      any transaction to the Committee;

  (h) Assist the Committee in evaluating and negotiating any
      plan of reorganization or liquidation under the Bankruptcy
      Code or otherwise;

  (i) Provide testimony in court on behalf of the Committee with
      respect to any of the foregoing, if necessary;

  (j) Represent the Committee in negotiations with the Debtors
      and third parties with respect to any of the foregoing;
      and

  (k) Provide other financial advisory and investment banking
      services as may be agreed upon by Houlihan and the
      Committee.

Subject to the Court's approval, Houlihan will be entitled to be
compensated in accordance with this structure:

  * Monthly Fees: Houlihan will be paid a non-refundable monthly
    cash fee of $250,000.  The first payment will be payable
    upon the Court's approval of the Application and will be in
    respect of the period from the Engagement Effective Date
    through the first monthly anniversary of the Engagement
    Effective Date.  Thereafter, the Monthly Fee will be earned
    and payable on every monthly anniversary of the Engagement
    Effective Date during the term of the Application in
    consideration of Houlihan accepting the engagement and
    performing services.  If any monthly period beginning one
    month after the Engagement Effective Date begins after the
    Court's approval of the Engagement Letter, Monthly Fees for
    those periods will be payable upon the Court's approval of
    the Engagement Letter.

  * Deferred Fee: In addition to the Monthly Fees, Houlihan will
    be entitled to a cash fee equal to $12,500,000.  The
    Deferred Fee will be earned and payable upon the effective
    date of any Plan.

  * Other Transaction Services and Fees: To the extent that
    Houlihan is asked by the Committee and otherwise authorized
    by the Court to pursue any other capital market transactions
    or is otherwise requested to serve as a transaction broker
    on behalf of the Debtors' estates, then Houlihan may be paid
    an additional deferred fee for those services.  Houlihan has
    agreed that it will not be paid an additional deferred fee
    for assisting the Debtors and Committee in raising DIP
    financing in the first three months of the Debtors' Chapter
    11 proceedings.

The Committee also asks, and Houlihan has agreed, that in the
event Houlihan seeks reimbursement for attorneys' fees, the
invoices and supporting time records from those attorneys will be
included in Houlihan's own application and those invoices and
time records will be subject to the U.S. Trustee's guidelines for
compensation and reimbursement of expenses and the approval of
the Court under the standards of Sections 330 and 331 of the
Bankruptcy Code.

The Committee also asks the Court to approve indemnification
provisions contained in the engagement letter entered into
between the Committee and Houlihan.

Matthew R. Niemann, a managing director of Houlihan Lokey Howard
& Zukin Capital, Inc., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
and does not represent any interest adverse to the Debtors and
their estates.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Lease Decision Deadline Moved to Nov. 12
--------------------------------------------------------
Judge Allan Gropper extended the time for General Growth
Properties Inc. to assume or reject unexpired leases, through and
including November 12, 2009.  However, the Lease Decision
Extension will not apply to the lease agreement between GGP
Limited Partnership and W. Monroe.

One of the Debtors' landlord, 230 W. Monroe PT, LLC, opposed an
extension.  It told the Court that the Debtors abandoned a leased
premise in a multistory office building in Chicago in January 2009
but did not pay for rent for the period March 1 through and
including April 16, 2009.  W. Monroe complained that the
uncertainty as to when the Debtors will reject the lease and allow
re-occupancy of the space has hindered its ability to obtain a
substitute tenant.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Lets Gottschalks Auction Store Leases
-----------------------------------------------------
Pursuant to an auction order in Gottschalks Inc.'s bankruptcy
case, Gottschalks held an auction for certain leases of non-
residential real property.  The Lease portfolio includes six
leases of non-residential real property to which General Growth
Properties Inc. and its affilaites are a party to.  Moreover,
pursuant to a Lease Procedures Order in Gottschalks' bankruptcy
case, Gottschalks sought to reject a Shopping Center Shop Lease
Agreement known as Visalia Lease entered between Price Development
Company, Limited Partnership, a debtor-affiliate of the Debtors,
and Gottschalks.

Accordingly, in a stipulation approved by the U.S. Bankruptcy
Court for the Southern District of New York, General Growth and
Gottschalks agree that the automatic stay is modified solely to
(i) allow Gottschalks to assume and assign any of the General
Growth Leases pursuant to the Auction; and (ii) effectuate
Gottschalks' rejection of the Visalia Lease pursuant to the
Gottschalks Lease Procedures Order.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL MOTORS: Court Approves Unions' Deal With New GM
-------------------------------------------------------
Judge Robert Gerber approved the transactions contemplated by the
settlements entered into between NGMCO, Inc., in its capacity as
purchaser of substantially all of the Debtors' assets, and these
unions:

  -- the International Association of Machinists and Aerospace
     Workers;

  -- the International Brotherhood of Painters and Allied Trades
     of the United States and Canada, Sign & Display Union Local
     591;

  -- the Michigan Regional Council of Carpenters, Local 687 and
     Interior Systems, Local 1045; and

  -- the International Brotherhood of Electrical Workers.

The New Agreements essentially provide for, among other things,
new programs regarding retiree benefits that are to be entered
into in connection with the Sale.

The Unions represent approximately 1,206 of GM's retirees and
active employees.

The New Agreements provide for new programs regarding retiree
benefits that are to be entered into in connection with the
proposed sale of the Debtors' assets.  The Settlement Agreements
state that the Purchaser will provide certain retiree benefits to
the covered groups on terms substantially identical to the terms
under which the Purchaser has agreed to provide those benefits to
GM's salaried retirees.

The salient terms of the Settlement Agreements are:

  (a) Effective January 1, 2010, the Purchaser will have no
      responsibility under the Retiree Medical Benefits in 2009,
      which was provided in accordance with the GM Hourly Plan
      through 2009.

  (b) All retiree medical benefits will be provided through the
      Purchaser's Retiree Health Care Plan.  The Purchaser's
      obligation is fixed and capped at certain levels for
      pre-Medicare single coverage and pre-Medicare family
      coverage.  There will be no retiree medical benefit for
      those retirees who are Medicare eligible.  Benefits will be
      adjusted annually as necessary to keep the cost in line
      with the cap.

  (c) The retiree medical benefits are not guaranteed.  The
      Purchaser may terminate the plan or reduce benefits.  If
      benefits are reduced or terminated, the same restrictions
      will apply to all groups in the plan.

  (d) Effective the first month after the closing of the 363
      Transaction, the Purchaser will provide Basic Life
      Insurance in retirement in the maximum amount of $10,000.
      The Retirees whose Basic Life Insurance Entitlement is
      below $10,000 will remain at the lower level.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: Court OKs Baker AS Special Counsel to Old GM
------------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
debtor-affiliates obtained the Court's authority to employ Baker &
McKenzie as their special counsel, nunc pro tunc to the Petition
Date.

The Debtors selected Baker as special counsel because of the
firm's extensive knowledge, experience and expertise as one the
world's largest law firms.  Moreover, Baker has rendered
prepetition legal services to the Debtors.

The Debtors are seeking to retain Baker with respect to these
representative matters:

  * Representing and advising the Debtors through identification
    and resolution of all tax claims and exposures in the United
    States and jurisdictions outside of the United States in
    which the company has operations, in the Debtors' cases and
    otherwise;

  * Representing and advising the Debtors in connection with
    coordination and contingency planning relating to global
    financing in the Asia Pacific region, including advice
    relating to regulatory requirements and contract rights;

  * Representing and advising the Debtors in connection with
    certain defined strategic alternatives and aspects of
    potential sales and purchases of assets, including any
    transaction involving Delphi Corporation, its assets and
    affiliates; and

  * Representing and advising the Debtors and their European
    affiliates in connection with the negotiation and
    implementation of potential investments and funding
    arrangements in Europe.

The Debtors clarify that Baker's postpetition work is comprised
only of the Representative Matters, none of which involves the
conduct of the Chapter 11 cases.  Furthermore, Baker will
coordinate with the Debtors' other professionals to ensure that
its services are, to the maximum extent possible, consistent with
and complimentary to other professionals' services.

The Debtors will pay Baker in accordance with these hourly rates:

  Professional               Hourly Rate
  ------------               -----------
  Partners                   $325 to $925
  Of Counsel                 $200 to $700
  Associates                 $150 to $540
  Paraprofessionals           $60 to $250

The Debtors will also reimburse the firm's out-of-pocket expenses.

Baker asserts that it is owed approximately $250,000 in unpaid
fees and expenses from the Debtors as of the Petition Date for
services unrelated to the Chapter 11 cases.

A. Duane Webber, Esq., a partner at Baker & McKenzie, assures
Judge Gerber that the firm does not hold or represent any interest
adverse to the Debtors or the Debtors' estates.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: Court OKs Jones Day as Special Counsel to Old GM
----------------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
debtor-affiliates obtained permission from the Bankruptcy Court to
employ Jones Day as their special counsel, nunc pro tunc to the
Petition Date.

The Debtors relate that Jones Day has previously represented them
in connection with legal matters, making the firm uniquely
familiar with the related aspects of the Debtors' business
operations.  Accordingly, the Debtors believe that Jones Day's
extensive familiarity with and knowledge on legal matters
qualifies the firm to be the Debtors' special counsel.

As special counsel, Jones Day will represent the Debtors in
connection with (i) commercial litigation defense, (ii) pre-merger
notification work, (iii) competition law filings, (iv) ERISA and
labor work and (v) tax work.  The Special Counsel Matters only
constitute a small portion of the Debtors' ongoing legal work, the
Debtors disclose.

Jones Day will work closely with other professionals retained by
the Debtors to ensure that the firm performs specific,
complementary and non-duplicative tasks in the Debtors' cases.

Jones Day will be paid in accordance with these hourly rates:

  Professional               Hourly Rate
  ------------               -----------
  Partners                   $427 to $832
  Counsel                    $427 to $675
  Associates                 $225 to $562
  Paraprofessionals          $157 to $175
  Other staff                $112 to $270

The firm will also be reimbursed for out-of-pocket expenses.

As of May 31, 2009, Jones Day received an aggregate of $5,558,457
from the Debtors as payment for fees and reimbursement of expenses
for prepetition services.  Jones Day asserts prepetition a claim
totaling $769,370 on account of outstanding disbursements,
retainer fees and unbilled legal fees.

Andrew Kramer, Esq., a partner at Jones Day, affirms that Jones
Day does not hold or represent an interest adverse to the Debtors
with respect to the Special Counsel Matters, as required by
Section 327(e) of the Bankruptcy Code.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: Debtors Assume Gulfstream 350 Services Pact
-----------------------------------------------------------
Under a Complete Plus Engine Maintenance Program Contract between
Motors Liquidation Co. and Jet Support Services, Inc., Jet Support
provided maintenance services for the engines in G350 Gulfstream
aircraft.  The Court has previously authorized the Debtors to
reject leases of the Gulfstream 350 aircraft with the engines.

Under Maintenance Agreement, the Debtors have the right to remove
engines from coverage of monthly payments if those engines are
returned to Jet Support.  The G350 engines were returned to Jet
Support between June 26, and June 29, 2009.  Due to the
postpetition return of the engines under the Agreement, Jet
Support owes the Debtors an estimated $1,750,000.  An assumption
of the Agreement would result in Jet Support owing the Debtors
$1,750,000 on a postpetition basis.

By this motion, the Debtors seek the Court's authority to assume
the Agreement.

The Debtors further ask the Court to find that no cure amounts are
owed by the Debtors with respect to the Agreement and that the
Debtors have provided Jet Support adequate assurance of the
Debtors' future performance under the Agreement.  In addition, the
Debtors seek a provision that Jet Support will not be entitled to
assert or take any act to exercise setoff of any prepetition claim
that it might have against any of the Debtors against any
obligation to the Debtors with respect to the Agreement.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: July Sales Show Improvement from Prior Month
------------------------------------------------------------
General Motors dealers in the United States delivered 189,443
total vehicles in July, results in a month-over-month retail sales
increase.  The July total, when compared with a strong July last
year and lower fleet sales this year, was down 19 percent compared
with a year ago.

Retail sales were down 9 percent while fleet sales declined 47
percent.  However, when comparing GM's strong July retail sales
with June, volume was up nearly 12,000 vehicles.  Large pickup
retail sales began to recover in July with a 16 percent increase
compared with June, driving total GM truck retail sales
improvements of 12 percent when compared with the prior month.

"Our performance is being driven by the outstanding products in
our core Chevrolet, GMC, Cadillac and Buick brands.  While still
challenging, the market is firming and GM sales are still tracking
ahead of what we projected in our reinvention plan," said Mark
LaNeve, vice president, U.S. sales.  "In July we are projecting
our retail market share to exceed our year-ago performance.  From
great new products, like our Cadillac SRX and CTS Sport Wagon,
Chevrolet Camaro and Equinox, to attractive financing and new
leasing opportunities and to the Cash-for-Clunkers program that
helps reduce the cost to buy a new vehicle -- customers have
unprecedented opportunities to get into a new GM car or truck.  We
anticipate an additional sales lift in August if Congress approves
more funding for the wildly-popular Cash-For-Clunkers economic
recovery program."

Compared with last July, GM overall sales declined 45,741 vehicles
driven largely by a planned reduction in fleet sales of 30,423
vehicles (down 47 percent).  This drop in fleet sales was a direct
result of a strategic decision to tightly control production and
inventories that better enable GM dealers to reduce their stock of
vehicles to align with market demand.  Retail sales of 155,569
vehicles were down 9 percent.  GM total truck sales in July were
down 18 percent, and car sales of 83,736 were off 21 percent
compared with a year ago.  However, when compared with a year ago,
GM total crossover sales of 39,937 were up 6 percent, driven by
the strong performance of Chevrolet Traverse which contributed
more than 6,600 sales.

When compared with June's retail performance, there were several
product highlights in GM's core brands to note:

       * Chevrolet Aveo, Cobalt, Impala and Malibu contributed
         to a Chevrolet car retail increase of 8 percent.
         Chevrolet truck sales increased 27 percent, led by
         increases by Silverado, Suburban, Avalanche, Colorado,
         HHR and Equinox.

       * GMC sales increased 8 percent, led by Sierra, Canyon
         and Yukon XL.

       * Cadillac Escalade ESV sales increased 32 percent while
         Escalade sales increased 3 percent.

"Assuming the Cash-For-Clunkers program stays in place, we look to
continue this positive momentum in August," Mr. LaNeve said.  "We
offer twice as many vehicles that qualify for the Cash-For-
Clunkers program than any other manufacturer --- vehicles such
as Chevrolet Aveo, Cobalt, Malibu, HHR, Silverado and GMC Sierra.
Additionally, we have the best selection of crossovers in the
industry with Chevrolet Traverse, GMC Acadia, Buick Enclave, and
the all-new GMC Terrain, Chevrolet Equinox and Cadillac SRX.
Clearly, GM dealers have the cars and trucks that customers
demand."

A total of 1,487 GM hybrid vehicles were delivered in the month.
So far, in 2009, GM has delivered 9,836 hybrid vehicles.

Non-core brand sales declined when compared with June as Pontiac
dipped 7 percent; Saturn was down 21 percent, and HUMMER and Saab
declined 26 percent.

GM inventories dropped compared with a year ago, and dipped below
the half-million mark as planned, to historically low levels.  In
July, GM dealers had an average 76 day supply of vehicles.  At the
end of July, about 466,000 vehicles were in stock, down about
281,000 vehicles (or 38 percent) compared with last year, and down
approximately 20 percent compared with June.

There were about 202,000 cars and 264,000 trucks (including
crossovers) in inventory at the end of July.

                      GM Certified Sales

GM Certified Used Vehicles, Saturn Certified Pre-Owned Vehicles,
Cadillac Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, combined sold
29,211 vehicles.

GM Certified Used Vehicles posted July sales of 25,441 vehicles,
down 29 percent from July 2008.  Saturn Certified Pre-Owned
Vehicles sold 829 vehicles, down 29 percent.  Cadillac Certified
Pre-Owned Vehicles sold 2,383 vehicles, down 35 percent.
Saab Certified Pre-Owned Vehicles sold 371 vehicles, down 52
percent.  HUMMER Certified Pre-Owned Vehicles posted an increase
with 187 vehicles sold, up 16 percent.

"We are confident in the new GM and are committed more than ever
to sell our comprehensive line-up of cars, trucks, SUVs and
crossovers, whether new or used.  Our Certified Used Vehicles
offer a worry-free purchasing experience -- a tremendous value to
our customers," Mr. LaNeve said.  "GM's national network of
dealers will continue to honor warranties on current and future
General Motors Certified Used/Pre-Owned vehicles, which
demonstrates the durability and reliability of our products.  GM
Certified offers wide-ranging and long-term warranties such as the
12-month/12,000 mile bumper-to-bumper warranty and the industry-
leading 100,000 mile/five-year (whichever comes first) limited
powertrain warranty on the largest selection of Certified Used
vehicles in the industry."

GM North America Reports July 2009 Production; Initial Q3
2009 Production Forecast at 535,000 Vehicles, a significant
improvement from Q1 and Q2 2009 levels.

In July, GM North America produced 102,000 vehicles (39,000
cars and 63,000 trucks).  This is down 136,000 vehicles or 57
percent compared with July 2008 when the region produced 238,000
vehicles (116,000 cars and 122,000 trucks).  (Production totals
include joint venture production of 11,000 vehicles in July 2009
and 14,000 vehicles in July 2008.)

The region's 2009 third-quarter production forecast is initially
set at 535,000 vehicles (210,000 cars and 325,000 trucks), which
is down about 42 percent compared with a year ago.  GM North
America built 915,000 vehicles (436,000 cars and 479,000 trucks)
in the third-quarter of 2008.  However, Q3 2009 production volumes
have substantially increased versus Q1 and Q2 2009 production
volumes of 371,000 (up 44 percent) and 395,000 (up 35 percent),
respectively.

A full-text copy of GM's July 2009 sale table is available free
at http://ResearchArchives.com/t/s?40ae

                  GM China Auto Sales Soar 78%

In China, GM's total auto sales in July has reached 959,035
vehicles, soaring by 78% compared with the same period of last
year, with re% of these are sales of locally manufactured Buicks
and of cheap Wuling brand minivans, Frederick Balfour of Business
Week reported.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: New GM Sells Cars in eBay, Tops Cash for Clunkers
-----------------------------------------------------------------
In a move to help simplify the car-shopping process, eBay Motors
and General Motors Company announced the launch of a first-of-its-
kind promotion that enables consumers to 'click and buy' new cars,
crossovers and trucks online from participating California
Chevrolet, Buick, GMC and Pontiac dealers at outstanding values.
The new car shopping Web site http://gm.ebay.com/will be
available to consumers from August 11 through September 8, 2009.

Consumers will be able to browse hundreds of California dealer
online showrooms, ask questions, negotiate prices, and arrange
financing and payment to purchase a new 2008, 2009 or select 2010
car, crossover or truck online.  With more than 225 GM dealers in
California participating, shoppers can at any given time expect to
see a wide selection of up to 20,000 new GM vehicles at very
competitive prices.

Meanwhile, New GM has sold the highest number of cars purchased
under the "cash for clunkers" program, giving the automaker the
highest auto sales under the plan, Angela Greiling Keane of
Bloomberg News reported on August 5, 2009.

Based on a data provided by the Department of Transportation
released August 5, Bloomberg said GM has sold 18.70% of the cars
purchased under the program, while Toyota Motor Corp., had the
second-most sales with 17.90%, and Ford Motor Co., was third with
16%.

The "cash for clunkers" program, intended to revive the auto
industry, offers rebates of up to $4,500 for trading in a car and
purchasing a more fuel-efficient model.  A legislation passed by
the U.S. Congress granting an additional $2,000,000,000 to the
"cash for clunkers" program has been approved by the U.S. Senate.

In a press release on August 6, 2009, GM's vice president for
sales, Mark LaNeve commends the government for spearheading a
program that intends to produce fuel-efficient cars while giving
car sales the lift it needs.

"Consumers have already cast their vote and the CARS program is a
clear winner.  Our Customers and Dealers appreciate Congress' help
in keeping the program's momentum going and providing the stimulus
to put more clean, fuel efficient vehicles on the road. CARS is
one program that has given consumers, the economy and a vital
industry a much needed boost," Mr. Laneve said.

"GM offers more eligible vehicles than any other manufacturer,
including the Chevy Cobalt XFE with 37 mpg highway, and looks
forward to continued increased sales from the CARS program in the
coming months. For more information about GM vehicles and how to
take advantage of this program, visit http://www.gm.com/cash-for-
clunkers," Mr. Laneve continued.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: To Sell De Minimis Assets in Ordinary Course
------------------------------------------------------------
Having completed the sale of substantially all of their assets,
Motors Liquidation Co., formerly General Motors Corp., and its
debtor-affiliates are liquidating their remaining assets and
intend to propose a Chapter 11 plan of liquidation.  Certain of
those assets are of relatively de minimis value vis-a-vis the
aggregate value of the Debtors' remaining assets.  The assets of
de minimis value consist of real property, including residential
property, vacant lots, and warehouses, as well as personal
property remaining on those property parcels.

By this motion, the Debtors seek the Court's authority, pursuant
to Section 363 of the Bankruptcy Code, to:

  * sell certain assets whose total consideration is $15 million
    or less pursuant to certain proposed procedures;

  * pay reasonable commissions and fees to third-party sales
    agents or auctioneers in connection with those sales; and

  * assume, assume and assign, or reject executory contracts and
    unexpired leases related to the de minimis assets, if any.

For assets worth less than or equal to $2 million, the Debtors
seek to sell those assets without further Court approval, and
without further notice any party, whether by private sale or by
auction.  If the Debtors seek to assume, assume and assign, or
reject executory contracts relating to an asset sale that would
qualify as a Non-Noticed De Minimis Sale, the Debtors will seek to
sell those assets pursuant to the noticed de minimis sale
procedures.  Moreover, if the Debtors seek to sell assets
encumbered by liens granted in favor of the DIP Lenders in
connection with an asset sale that would qualify as a Non-Noticed
De Minimis Sale, the Debtors will seek to obtain the consent of
the lienholder.  If the Debtors are unable to obtain the consent
of the lienholder, the Debtors may seek to sell the encumbered
assets pursuant to the Noticed De Minimis Sale procedures.

For assets worth more than $2 million but less than or
$15 million, the Debtors will serve a notice of the proposed sale
to: the United States Trustee for Region 2; counsel for the
Official Committee of Unsecured Creditors; counsel for the DIP
Lenders; the state attorney general for the state where any real
property to be sold is located; all known parties asserting liens
on the assets that are subject of the de minimis sale; and
counterparties to all executory contracts or unexpired leases
relating to the property to be sold.  The Notice Parties will have
10 days from service of the Sale Notice to serve objections to a
Noticed De Minimis Sale.

The Sale Notice will specify, among others, (i) assets to be sold
and its location; (ii) executory contracts, their corresponding
cure amounts pursuant to Section 365(b) of the Bankruptcy Code,
and statement regarding adequate assurance of future performance
by the proposed assignee; and (iii) possible lienholders to the
property and a statement indicating how the Debtors propose to
satisfy Section 363(f) of the Bankruptcy Code.  If the transaction
is to be a private sale, the Sale Notice will specify the identity
of the proposed purchaser and the material terms of the Noticed De
Minimis Sale.  Similarly, if the transaction is to by auction, the
Sale Notice will specify the auction date and time, the minimum
acceptable bid and any other terms and conditions of the sale.

Objections should be filed on or before the last day of the Notice
Period.  If any significant economic terms of a Noticed De Minimis
Sale are amended, the Debtors will serve a revised Sale Notice.
If an objection is timely served, the Debtors may negotiate with
the objecting party, without the need of further notice.
Moreover, the Noticed De Minimis Sale may not proceed without
withdrawal of the objection; or entry of the Court's order
approving the Noticed De Minimis Sale.  If no objection is served,
the De Minimis Sale will be deemed authorized by the Court.

On or before the 30th day of each quarter, beginning with the
quarter starting on October 1, 2009, the Debtor will serve with
the Official Committee of Unsecured Creditors a report summarizing
any (i) Noticed De Minimis Sale during the last relevant quarter;
and (ii) any Non-Noticed De Minimis Sale for consideration greater
than $500,000 that were consummated pursuant to the De Minimis
Procedures

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that the De Minimis Procedures will
facilitate a more expeditious and cost-effective review by
interested parties of sales involving smaller, less valuable, non-
core assets than would be available absent the procedures.  The
Debtors are working to obtain the highest consideration for all of
their assets, but are concerned that unnecessary delay in, and the
administrative cost of, Court approval for each sale would, in
fact, impair the Debtors' ability to maximize value, he stresses.

                       Wayne County Objects

The Wayne County Treasurer, the Oakland County Treasurer and the
City of Detroit, in Michigan, ask the Court to grant the Debtors'
De Minimis Motion but require (a) notice of all sale or transfer
of property located within Wayne and Oakland County to Wayne
County, to Wayne County, Oakland County and the City of Detroit
and (b) payment of the Treasurers' tax liens from the net proceeds
of any sale by the Debtors.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: Wants Extension of Removal Period for Civil Suits
-----------------------------------------------------------------
Pursuant to Rules 9006(b) and 9027 of the Federal Rules of
Bankruptcy Procedure, Motors Liquidation Company and its debtor
affiliates ask Judge Robert E. Gerber of the U.S. Bankruptcy Court
for the Southern District of New York to extend the time within
which they may file notices of removal of civil actions and
proceedings in state and federal courts to which they are, or may
become parties, until the date that the Court confirms any Chapter
11 plan of reorganization in the Debtors' cases.

Pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure, the Debtors' existing removal action period for civil
actions that have not been stayed pursuant to Section 362(a) of
the Bankruptcy Code will expire on August 30, 2009.

According to Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges
LLP, in New York, the Debtors are aware of more than 31,000
litigation claims pending in various courts as of the Petition
Date.  He asserts that the proposed Removal Period Extension will
provide the Debtors with sufficient additional time to allow them
to consider, and make decisions concerning, the removal of the
Civil Actions.

The Debtors' key personnel are continuing to review their records
to determine and assess whether they should remove any Civil
Actions while being actively involved in the complex Chapter 11
cases, Mr. Smolinsky says.  In this regard, the Debtors require
additional time to consider filing notices of removal of the Civil
Actions, he adds.

Judge Robert Gerber will convene a hearing on August 18, 2009, to
consider approval of the Debtors' request.  Objections, if any,
must be filed by August 13.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENTA INC: To Hold Conference Call on Aug. 14 to Discuss Q2 Report
------------------------------------------------------------------
Genta Incorporated will release its second quarter 2009 financial
results on August 14, 2009.  Genta management will host a
conference call and live audio webcast to discuss financial
results and recent corporate activities at 8:00 am EDT.

Participants can access the live call by dialing (877) 634-8606
(U.S. and Canada) or (973) 200-3973 (International).  The access
code for the live call is Genta Incorporated.  The call will also
be webcast live at http:www.genta.com/investorrelation/events.html

For investors unable to participate in the live call, a replay
will be available roughly two hours after the completion of the
call, and will be archived for 30 days.  Access numbers for this
replay are: (800) 642-1687 (U.S. and Canada) and (706) 645-9291
(International); conference ID number is: 22633873.

                     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.


GIBRALTAR INDUSTRIES: S&P Lifts Issue-Level Rating on Loan to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Buffalo, N.Y.-based Gibraltar Industries Inc.'s (B+/Negative/
--) senior secured term loan due 2012 to 'BB' (two notches higher
than the 'B+' corporate credit rating) from 'BB-'.  S&P revised
the recovery rating to '1', indicating expectations of very high
(90%-100%) recovery in the event of a payment default, from '2'.
At the same time, S&P raised the issue-level rating on the
company's senior unsecured subordinated debt due 2015 to 'B' (one
notch lower than the corporate credit rating) from 'B-'.  S&P
revised the recovery rating to '5', indicating modest (10%-30%)
recovery in the event of payment default, from '6'.  Also, S&P
withdrew the 'BB-' issue-level rating on the company's
$375 million senior secured revolving credit facility.

"The issue-level ratings actions follow the company's amendment to
its senior credit agreement on July 27, 2009," said Standard &
Poor's credit analyst Tobias Crabtree.  Specifically, the company
amended its $375 million senior secured revolving credit facility
to a $200 million asset-based lending facility (not rated).
Borrowings are secured by the trade receivables, inventory,
personal property and equipment, and certain real property of
Gibraltar's significant domestic subsidiaries.

                           Ratings List

                     Gibraltar Industries Inc.

          Corporate Credit Rating        B+/Negative/--

                          Ratings Raised

                     Gibraltar Industries Inc.

                                     To                From
                                     --                ----
      Sr Sec Term Loan Due 2012      BB                BB-
        Recovery Rating              1                 2
      Sr Sub Notes Due 2015          B                 B-
        Recovery Rating              5                 6

                        Ratings Withdrawn

                     Gibraltar Industries Inc.

                                     To                From
                                     --                ----
      $375 Mil. Sr Sec
        Revolving Credit Fac         NR                 BB-


GOTTSCHALKS INC: Gets Gen. Growth Consent to Assign Leases
-----------------------------------------------------------
Pursuant to an auction order in Gottschalks Inc.'s bankruptcy
case, Gottschalks held an auction for certain leases of non-
residential real property.  The Lease portfolio includes six
leases of non-residential real property to which General Growth
Properties Inc. and its affilaites are a party to.  Moreover,
pursuant to a Lease Procedures Order in Gottschalks' bankruptcy
case, Gottschalks sought to reject a Shopping Center Shop Lease
Agreement known as Visalia Lease entered between Price Development
Company, Limited Partnership, a debtor-affiliate of the Debtors,
and Gottschalks.

Accordingly, in a stipulation approved by the U.S. Bankruptcy
Court for the Southern District of New York, General Growth and
Gottschalks agree that the automatic stay is modified solely to
(i) allow Gottschalks to assume and assign any of the General
Growth Leases pursuant to the Auction; and (ii) effectuate
Gottschalks' rejection of the Visalia Lease pursuant to the
Gottschalks Lease Procedures Order.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in
total assets and $197,072,000 in total debts.


GREEKTOWN HOLDINGS: Gets Nod to Assume Detroit Casino Council CBA
-----------------------------------------------------------------
In 2007, Greektown Holdings LLC and its affiliates entered into a
collective bargaining agreement with the Detroit Casino Council,
which is the exclusive bargaining representative for certain of
the Debtors' full and regular part-time employees.

The Collective Bargaining Agreement governs the relationship
between the Debtors and their employees.  The CBA's continued
existence is critical to the Debtors' ability to secure the
continued services of its workforce and to maintain normal
operations, Brendan G. Best, Esq., at Schafer and Weiner PLLC, in
Bloomfield Hills, Michigan, contends.

Recognizing the current economic challenges facing the Debtors,
parties to the Detroit Casino Council CBA entered into a
memorandum of understanding on June 1, 2009, to modify certain
terms and conditions of the CBA.  Among other things, the
Memorandum of Understanding permits the Debtors to defer wage
increases to certain employees due under the CBA, and establishes
a joint health care benefits committee responsible for exploring
cost saving measures to health care plans for employees.

Full-text copies of the CBA and the Memorandum of Understanding
are available for free at:

             http://bankrupt.com/misc/GrktwnCBA.pdf
             http://bankrupt.com/misc/GrktwnMOU.pdf

The Debtors, accordingly, obtained the Court's authority to assume
the Detroit Casino Control CBA, as modified by the Memorandum of
Understanding.

Mr. Best said that assumption of the CBA allows the Debtors to
secure the continued benefits and services of its highly trained
workforce without delay or interruption, while also implementing
certain modifications to the CBA, which both parties have
recognized as being critical to the Debtors' efforts to
successfully reorganize.

"Assumption of the Collective Bargaining Agreement, as modified,
is not only essential to maintaining normal relations between the
Debtors and their employees, but also greatly enhances the value
of the Debtors' bankruptcy estate, as well as their profitability
and competitive ability, as a result of the modifications," Mr.
Best stated.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREGORY TORO: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Gregory J. Toro
                  dba Hearthside Inn of St. Germain, Inc.
               Jane E. Toro
               N993 Taylor Street
               Lublin, WI 54447-9751

Bankruptcy Case No.: 09-15335

Chapter 11 Petition Date: August 10, 2009

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

Judge: Thomas S. Utschig

Debtors' Counsel: James T. Runyon, Esq.
                  P.O. Box 519
                  Tomahawk, WI 54487
                  Tel: (715) 453-5387
                  Email: runyonlawoffices@verizon.net

Total Assets: $2,336,325

Total Debts: $919,832

A full-text copy of the Debtors' petition, including a list of
their 6 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wiwb09-15335.pdf

The petition was signed by the Joint Debtors.


GRUMPY BEAR'S: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Grumpy Bear's, LLC
        643 G St
        Lincoln, CA 95648

Bankruptcy Case No.: 09-36756

Chapter 11 Petition Date: August 7, 2009

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

Judge: Robert S. Bardwil

Debtor's Counsel: Kevin R. Hansen, Esq.
                  8985 S Eastern Ave #160
                  Las Vegas, NV 89123
                  Tel: (702) 478-7770

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

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

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

The petition was signed by Steven Foulk, managing member of the
Company.


HAMPSHIRE GROUP: Obtains Covenant Relief Under HSBC Loan
--------------------------------------------------------
Hampshire Group Limited said it has successfully completed an
amendment and restatement of its $125.0 million Amended and
Restated Credit Agreement and Guaranty with HSBC Bank USA,
National Association, other financial institutions named therein
as bank parties, and HSBC, as Letter of Credit Issuing Bank and as
Agent for the Banks.

Under the amended terms and conditions, the Credit Facility that
was set to expire in April 2013 was reduced to $48 million and now
expires in June 2011.  The reduction in size reflects the
Company's current business needs and the success it has had in
convincing its vendors to accept open terms rather than requiring
letters of credit.

The Amended and Restated Credit Agreement included certain
financial and other covenants, including a covenant that Hampshire
maintain a fixed charge ratio of consolidated earnings before
interest, taxes, depreciation, and amortization of not less than
1.25 to 1.0 of certain fixed charges on the last day of each
fiscal quarter on a rolling four quarter basis.  Based on its 2008
results, Hampshire determined on March 13, 2009, it was not in
compliance with the Credit Facility's consolidated fixed charge
ratio covenant and thus could not borrow or issue letters of
credit under the Credit Facility.

Hampshire entered into a letter agreement, dated April 2, 2009,
with HSBC, pursuant to which HSBC reserved all rights and remedies
under the Credit Facility and Hampshire acknowledged that HSBC
may, but is not obligated to, continue to issue trade letters of
credit subject to the terms and conditions of the Credit Facility
and provided that new letters of credit are secured by cash and
cash equivalents at 105% of their aggregate face amount deposited
in an account maintained at HSBC.  On May 12, Hampshire entered
into a second letter agreement with HSBC pursuant to which
Hampshire acknowledged that HSBC may, but is not obligated to,
continue to issue standby letters of credit subject to the terms
and conditions of the Credit Facility and provided that new
standby letters of credit are secured by cash and cash equivalents
at 100% of their aggregate face amount deposited in an account
maintained at HSBC.

On August 7, 2009, Hampshire amended the Credit Facility with the
Banks to reduce and convert the facility to a $48.0 million asset
based revolving credit facility including trade letters of credit
with a $10.0 million sub-limit for standby letters of credit.  The
reduction in size reflects Hampshire's current business needs and
the success Hampshire has had in convincing vendors to accept open
terms rather than requiring letters of credit.  The financial
covenants have been adjusted to provide Hampshire with greater
flexibility in the operation of its businesses.  Hampshire
believes fees and interest rates under the facility increased to
current market rates, although much of this increase will be
offset by the reduction in the size of the facility.

The Amended Facility expires on June 30, 2011, and is secured by
substantially all assets of the Company.  Borrowings under the
Amended Facility are limited by the lesser of $48.0 million or a
formula which considers cash, accounts receivable and inventory.
Interest rates under the Amended Facility vary with the prime rate
or LIBOR.

The Amended Facility includes certain covenants which include
minimum earnings before interest, taxes, depreciation and
amortization (net of certain charges), maximum capital
expenditures, minimum availability, minimum liquidity, letters of
credit tied to booked orders, and limitations on when direct debt
is permitted.  Hampshire expects to be in compliance with the
covenants for the next 12 months, though there can be no assurance
as compliance is dependent on future operating performance.  The
cash collateral and other requirements of the letter agreements
were fully rescinded and replaced by terms and conditions in the
Amended Facility.  The Amended Facility has other customary
provisions for periodic reporting, monitoring, and fees.

At June 27, 2009, there were no outstanding borrowings and there
were approximately $13.5 million outstanding under letters of
credit which were collateralized by cash and reflected as
Restricted cash on the unaudited condensed consolidated balance
sheet.  If Hampshire were in compliance with the Credit Facility
at June 27, 2009, its borrowing availability would have been
approximately $20.0 million, including cash collateral.

              Restructuring and Cost Reduction Plans

During July 2009, the Company initiated the final phase of its
2009 restructuring plan, which included executive level
organizational changes and the consolidation of its Asian
operations.  As a result of this consolidation, the Company will
reduce its global workforce by an additional 29%, bringing total
2009 personnel reductions to approximately 50% of first quarter
2009 staffing levels.

The Company believes it will achieve a reduction in annualized
selling, general, and administrative expenses of at least $9.3
million through the restructuring plan it initiated in April of
2009.  The plan is expected to be completed by the end of the
fourth quarter of 2009 and will require restructuring charges
totaling approximately $4.4 million.  These expense reductions are
in addition to those resulting from the 2008 restructuring, which
resulted in approximately $3.1 million in annualized savings with
a cost of approximately $700,000.

The Company has incurred $3.4 million in restructuring charges for
the three months and year to date periods ended June 27, 2009 and
$400,000 for the same periods of the prior year.

                       About Hampshire Group

Hampshire Group, Limited (Pink Sheets: HAMP.PK) is a U.S. provider
of women's and men's sweaters, wovens and knits, and a designer
and marketer of branded apparel.  Its customers include leading
retailers such as JC Penney, Kohl's, Macy's, Belk's and Dillard's,
for whom it provides trend-right, branded apparel.  Hampshire's
owned brands include Spring+Mercer(R), its "better" apparel line,
Designers Originals(R), Hampshire's first brand and still a top-
seller in department stores, as well as Mercer Street Studio(R),
Requirements(R), and RQT(R).  Hampshire also licenses the Geoffrey
Beene(R) and Dockers(R) labels for men's sweaters, both of which
are market leaders in their categories, and licenses JOE Joseph
Abboud(R) for men's tops and bottoms and Alexander Julian
Colours(R) for men's tops.


HELLER EHRMAN: Made Fraudulent Conveyances, Says Committee
----------------------------------------------------------
According to Cynthia Cotts at Bloomberg News, a creditors
committee formed in Heller Ehrman LLP's Chapter 11 case said
in a report that the defunct law firm secretly paid its partners
$9 million in 2007, falsely labeling the distributions as "loans."
The Committee said that Heller Ehrman made the payments at a time
when it had about $3 million in unpaid expenses.  "The committee
believes that the facts will demonstrate that by December of 2007,
Heller LLP was using creditors' funds to overpay shareholders
instead of observing its duty to make timely payments to its
creditors and properly reserve funds for its operations,"
according to the report.

The Creditors Committee, Bloomberg relates, believes it has
evidence to support a claim of constructive fraudulent conveyance
against Heller.  Constructive fraudulent conveyance occurs when a
debtor transfers property, does not receive roughly equal value in
exchange and is insolvent or stands at risk of insolvency as a
result of the transfer.

The Creditors Committee hopes to resolve the dispute through a
settlement and are working with the debtor to submit a proposed
settlement plan in September, Thomas Willoughby, the creditors'
lawyer, said in an interview with Bloomberg.

According to Bloomberg, the Creditors Committee believe unsecured
creditors are owed $106 million from the Heller estate as a result
of the 2007 distributions and subsequent partner payouts.

                       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.


HERITAGE ORGANIZATION: Creditors Trust Wins $61MM Fraud Case
------------------------------------------------------------
Cox Smith Matthews Incorporated said Friday its client, Dennis S.
Faulkner, Trustee of the Heritage Organization Creditors Trust,
secured a judgment totaling nearly $61 million in litigation
against Gary M. Kornman and related entities.

The Honorable Barbara J. Houser, Chief U.S. Bankruptcy Judge for
the Northern District of Texas and president-elect of the National
Conference of Bankruptcy Judges, presided over the two week trial
in January 2009 and issued her 118-page ruling in favor of the
Trustee on May 11, 2009.  The Final Judgment in the case was
entered on July 13, 2009.

The Heritage Organization, L.L.C., is a Delaware entity formed in
1994.  On May 17, 2004, Heritage filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code.  Prior to its
bankruptcy filing, Heritage advised extremely high net worth
individuals regarding estate and income tax planning.  In August
2004, the Court confirmed the appointment of a Chapter 11 Trustee,
Dennis S. Faulkner, Esq., at Lain Faulkner & Co., P.C. in Dallas.
Cox Smith subsequently commenced an adversary proceeding on behalf
of the Trustee against 31 defendants, many of whom were affiliated
with Mr. Kornman, the founder and former chief executive of
Heritage.

The Trustee alleged that in the several years prior to Heritage's
bankruptcy filing, Heritage transferred over $40 million to
Kornman-related entities with the intent to hinder, delay or
defraud Heritage's creditors.  The Trustee and his Cox Smith legal
team sought recovery of these transfers pursuant to section 544(b)
of the Bankruptcy Code and section 24.005(a)(1) of the Texas
Uniform Fraudulent Transfer Act, as well as recovery of millions
of dollars of preferential transfers.  The case required extensive
discovery and pretrial proceedings regarding jurisdictional
issues, expert testimony, and summary judgment.  At trial, Cox
Smith's legal team examined numerous witnesses (including multiple
days of testimony by Mr. Kornman); introduced more than 270
exhibits; and successfully briefed and argued several evidentiary
issues. After the lengthy trial, the Court ruled in favor of
Trustee Dennis Faulkner and against Mr. Kornman and related
entities on both fraudulent transfer and preferential transfer
claims.

"We are very pleased that we were able to achieve this victory for
the Trustee and the creditors of Heritage," said Cox Smith's David
Bryant, a trial lawyer with extensive bankruptcy litigation
experience.  "It was an extremely complicated case, but we were
fortunate to have a very diligent judge who carefully evaluated
the testimony and documentary evidence to reach the correct
conclusions."

This victory comes close on the heels of a $100 million plus trial
win for Cox Smith litigator David Bryant.  He and the Cox Smith
trial team in April 2009 secured a judgment exceeding $125 million
for a financial services client in a fraud case tried in January
in the U.S. District Court for the Southern District of Texas in
Houston.

During the Heritage case, Mr. Bryant worked alongside Cox Smith's
Deborah Williamson, one of the nation's leading bankruptcy
attorneys.  Head of the firm's Creditors' Rights, Corporate
Restructuring and Bankruptcy department, Deborah Williamson is a
bankruptcy attorney recognized worldwide for her knowledge of
bankruptcy and creditors' rights issues.  Based in San Antonio,
she travels frequently around the state, nation and world to
address colleagues and counsel clients on bankruptcy issues and
trends.  These two highly experienced attorneys have tried many
financial fraud litigation cases together during the course of
their careers.  Cox Smith attorneys Mark Barrera, Pat Conroy and
Everett New were also instrumental members of the legal team
working on behalf of Trustee Dennis Faulkner.

                          About Cox Smith

With a practice history dating to 1939, Cox Smith --
http://www.coxsmith.com/-- is one of the leading business law
firms in Texas.  From its dominant position in San Antonio with a
growing presence in key markets, Cox Smith's attorneys help
regional, national and international businesses with a wide
variety of matters involving all aspects of business law and
litigation.


HILDA RODRIGUEZ: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hilda C. Rodriguez
           aka El Cazador - Burlington
           aka El Cazador Mexican Restaurants
           aka El Cazador Mexican Grill & Cantina
        2609 River Vista Loop
        Mount Vernon, WA 98273

Bankruptcy Case No.: 09-18005

Chapter 11 Petition Date: August 7, 2009

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

Judge: Thomas T. Glover

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

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

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

A full-text copy of Ms. Rodriguez's petition, including a list of
her 20 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/wawb09-18005.pdf

The petition was signed by Ms. Rodriguez.


INSPECTION CONSTRUCTION: Case Summary & 20 Largest Unsec Creditors
------------------------------------------------------------------
Debtor: Inspection Construction Unlimited, LLC
        P.O. Box 3008
        Morgan City, LA 70381

Bankruptcy Case No.: 09-51086

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: William C. Vidrine, Esq.
                  711 W. Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  Fax: (337) 233-3897
                  Email: williamv@vidrinelaw.com

Total Assets: $658,329

Total Debts: $2,628,659

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/lawb09-51086.pdf

The petition was signed by Jeffrey J. Bertrand Sr., member of the
Company.


INTERCLICK INC: Says Going Concern Doubt Finally Removed
--------------------------------------------------------
interCLICK, Inc., announced August 12 its results for the quarter
ended June 30, 2009.  Revenue of $10.6 million rose 128% from 2008
second quarter revenue of $4.7 million, and increased 26%
sequentially from the 2009 first quarter.  Growth was driven by
increased demand from existing advertisers as well as strong
penetration into new key accounts.  A critical change brought
about from the downturn in the economy has been the shift in
online display advertising budgets away from less efficient site-
based buys and towards more efficient audience-based buys, as
provided by top ad networks like interCLICK.  interCLICK's
proprietary technology has fueled its growth by delivering highly
efficient results at greater scale to its clients.

Gross profit of $5.0 million grew 235% from pro forma 2008 second
quarter gross profit of $1.3 million, and increased 26% from 2009
first quarter gross profit of $4.0 million. Gross margin of 47.2%
compared with pro forma gross margin of 27.0% in the year-earlier
period and 47.3% in the prior quarter. Gross margin strength
continued to be driven by supply chain management improvements and
efficiencies generated through the Company's advanced proprietary
technology platform.

EBITDA was $0.2 million, compared to an EBITDA loss of ($1.6)
million in the year-earlier period.  Free Cash Flow was $0.1
million, compared to negative Free Cash Flow of ($1.7) million in
the year-earlier period.

Net loss was ($1.0) million, or ($0.03) per share, compared to a
net loss of ($3.9) million, or ($0.11) per share in the year
earlier period.  The results included $0.3 million of one-time
expenses consisting of $0.1 million in non-cash expenses for
waivers associated with certain outstanding warrants, as well as
$0.2 million in legal and accounting costs primarily arising from
our recent private placement and fees relating to the 2008 Options
Media divestiture.  The 2008 second quarter results included a
loss of $0.8 million in connection with the sale of a discontinued
operation.

"Q2 was a very important quarter for us.  We saw increased
advertiser demand at unprecedented levels which further validated
our unique approach," said Michael Mathews, interCLICK's CEO.  "We
decided to capitalize on this opportunity by investing in our
future and building out the infrastructure required to support
sustainable growth into 2010 and beyond. We invested heavily in
the development of our core technology platform and also built out
the operations team required to support the platform. We are very
excited to announce that we have already seen tremendous
efficiencies created by our approach that sets the stage for very
exciting things to come."

For the six months ended June 30, 2009, interCLICK had revenue of
$19.1 million, an increase of 132% compared to revenue of $8.2
million in the year-earlier period. The Company generated gross
profit of $9.0 million, an increase of 326% compared to $2.1
million in the six months ended June 30, 2008. interCLICK recorded
a net loss of $(1.0) million, or $(0.03) per share, compared to a
net loss of $(7.7) million, or $(0.21) per share in the same six
months in 2008.

The Company ended the second quarter with cash and cash
equivalents of $2.8 million. During the second quarter, the
Company closed a private placement and raised gross proceeds of
$2.5 million through the issuance of common stock and warrants.
Proceeds from the transaction are being used for working capital
and general corporate purposes.  For the first time, its financial
statements did not contain a going-concern footnote, the Company
said.

Business Outlook:

interCLICK expects third quarter revenue to exceed $12.5 million
and gross margin to approach 50%.  The Company raised its full-
year revenue forecast today to exceed $44 million, an increase of
at least 96% compared to 2008. Previously, the Company forecast
that revenue would exceed $40 million.  For the month of July,
interCLICK had revenue in excess of $4 million.

Conference Call:

The Company will hold a conference call at 4:30 p.m. eastern time
August 12 to discuss the results.  Interested parties should dial
(866) 550-6338 (domestically) or (347) 284-6930 (internationally)
and use conference ID 6596014.  There will be a replay of the call
available for 30 days. To access the replay, interested parties
should dial (888) 203-1112 (domestically) or (719) 457-0820
(internationally) and use conference ID 6596014.

                         About interCLICK

interCLICK, Inc. operates the interCLICK Network, an online
advertising platform that combines advanced behavioral targeting
with complete data and inventory transparency, allowing
advertisers to identify and track their desired audience on an
unprecedented level. interCLICK offers advanced proprietary
demographic, behavioral, contextual, geographic and retargeting
technologies across a network of name brand publishers to ensure
the right message is delivered to a precise audience in a brand
friendly environment.  For more information about the interCLICK
Network, visit http://www.interclick.com/


INVESTMENT EQUITY: Wants Case Dismissed; Has No More Assets
-----------------------------------------------------------
Investment Equity Holdings, LLC asks the U.S. Bankruptcy Court for
the District of Arizona to dismiss its chapter 11 proceeding.

The Debtor tells the Court that when it failed to refinance or
sell its property consisting of 17.88 acres of raw land near the
intersection of Bell Rd. and the 101 Loop, its secured creditor
Home National Bank sought and was granted stay relief by order of
the Court on April 16, 2009.

Thus, the Debtor relates, it has no remaining assets.

                    About Investment Equity

Headquartered in Las Vegas, Nevada, Investment Equity Holdings,
LLC operates a real estate business.  The Company filed for
Chapter 11 protection on Sept. 9, 2008 (Bankr. D. Ariz. Case No.
08-11956).  Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC,
reresents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$13,000,000, and total debts of $9,561,514.


ISTAR FINANCIAL: Likely Default Cues Fitch to Junk Issuer Ratings
-----------------------------------------------------------------
Given iStar Financial Inc.'s weakened liquidity position, default
of some kind appears probable, according to Fitch Ratings.  In
response, Fitch has downgraded iStar's Issuer Default Rating and
outstanding debt ratings:

  -- IDR to 'CC' from 'B-';

  -- Unsecured revolving credit facilities to 'C/RR5' from 'B-
     /RR4';

  -- Senior unsecured notes to 'C/RR5' from 'B-/RR4';

  -- Convertible senior floating-rate notes to 'C/RR5' from 'B-
     /RR4';

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

In addition, Fitch has removed iStar from Rating Watch Negative.

Fitch has also assigned these security ratings:

  -- First priority credit agreement 'B/RR1';
  -- Second priority credit agreement 'B-/RR2';
  -- New 2011 second lien notes 'B-/RR2';
  -- New 2014 second lien notes 'B-/RR2'.

A Coercive Debt Exchange also figures into iStar's probable
default scenario.  Fitch could consider the modification or
extension of unsecured debt agreements as a CDE in accordance with
Fitch's CDE criteria, published March 3, 2009.  Even if a CDE is
not part of a restructuring, Fitch believes that iStar's weakened
credit profile makes default of some kind probable.

The rating actions are driven by continued weakening of the
quality of iStar's loan portfolio and increasing pressures on
iStar's liquidity.  The quality of iStar's loan portfolio
continues to deteriorate.  For the quarter ended June 30, 2009,
iStar recognized $435 million of loan loss provisions, and iStar
has recognized over $1.3 billion of loan loss provisions over the
last 12 months.  As of June 30, 2009, non-performing and watch
list loans collectively represented over 50% of iStar's loan
portfolio, up from 43% as of March 31, 2009.

Given the reduced capital availability in the commercial real
estate debt capital markets, Fitch expects a further increase in
both provisions for loan losses and non-accrual loans for the
remainder of 2009.  Capital access challenges and weakening
property-level fundamentals have decreased the ability of iStar's
borrowers to repay loans, as many borrowers historically have
refinanced their loans via the secured debt markets or have sold
assets.

The decreased ability of iStar's borrowers to repay loans,
combined with Fitch's expectation that iStar's will face a
protracted and difficult environment in which to sell assets,
reduces iStar's ability to meet its future funding obligations and
debt maturities.  iStar's cash source reduction will likely result
in a liquidity shortfall between now and the end of 2011.  The
probability of a shortfall increases given the magnitude of
iStar's future funding obligations and debt maturities over the
next 24 months.

iStar has no unused capacity under its term loans or revolving
credit facilities, and thus is reliant upon unrestricted cash,
asset sales and loan repayments as its primary sources of
liquidity.  Under a scenario whereby iStar receives only 30% of
contractual loan repayments between now and the end of 2011, iStar
would face a liquidity deficit of over $3.0 billion, assuming
iStar was unable to sell any assets.  Given that over 50% of
iStar's unencumbered loans and other lending investments are non-
performing, Fitch believes that it will be challenging for iStar
to reduce unsecured debt meaningfully via asset sales.  Further,
the terms of iStar's first and second priority credit agreements
restrict the amount of additional secured debt iStar can incur to
$750 million, limiting iStar's ability to access its unencumbered
asset pool as a source of contingent liquidity.

The downgrades of the unsecured revolving credit facilities and
senior unsecured notes reflect the consummation of the private
exchange offers in May 2009, whereby certain senior unsecured
notes were exchanged for secured second lien notes, increasing the
structural subordination borne by unsecured creditors and reducing
unsecured debt recovery values.

In accordance with Fitch's Recovery Rating methodology, Fitch has
taken these rating actions:

  -- Fitch assigned new ratings, and estimates outstanding
     recovery in the 91%-100% range for iStar's first priority
     credit agreement, which results in the assignment of a
     'B/RR1' rating, or a 3-notch positive differential from
     iStar's 'CC' IDR based on the current capital structure.
     This security is secured by a first lien security claim on
     the collateral pool selected by the creditors party to the
     first and second priority credit agreements.

  -- Fitch assigned new ratings, and estimates superior recovery
     in the 71%-90% range for iStar's second priority credit
     agreement, new 2011 second lien notes and new 2014 second
     lien notes, which results in the assignment a 'B-/RR2'
     rating, or a 2-notch positive differential from iStar's 'CC'
     IDR based on the current capital structure.  These
     securities, while junior to the first priority credit
     agreement, have structural seniority relative to unsecured
     creditors and have a second lien security claim on the
     collateral pool selected by the creditors party to the first
     and second priority credit agreements.

  -- Fitch downgraded iStar's unsecured revolving credit
     facilities, senior unsecured notes and convertible senior
     floating-rate notes to 'C/RR5' from 'B-/RR4', reflecting a 1
     notch negative differential from iStar's 'CC' IDR, based on
     the current capital structure, as Fitch estimates below
     average recovery in the 10%-30% range.  However, Fitch's
     estimated recovery is at the higher end of this range, and
     actual recovery could be affected meaningfully, depending on
     the amount of additional secured debt iStar may incur and
     composition of the unencumbered asset pool.

  -- Fitch downgraded iStar's preferred stock to 'C/RR6' from
     'CC/RR6', reflecting a 1-notch negative differential from
     iStar's 'CC' IDR, as Fitch continues to estimate poor
     recovery in the 0%-10% range, based on the current capital
     structure.

The Negative Outlook is based on:

  -- The potential for further deterioration in the quality of
     SFI's loan portfolio, including an increase in non-performing
     loans and additional provisions for loan losses;

  -- Concerns regarding SFI's ability to sell assets and resolve
     non-performing loans to reduce pressures on its liquidity;

  -- Refinancing risk with respect to 2010 and 2011 debt
     maturities.  In 2010, SFI has approximately $800 million of
     maturing unsecured debt, and in 2011, SFI has approximately
     $1.2 billion and $2.9 billion of maturing unsecured and
     secured debt, respectively.

Headquartered in New York City, iStar provides structured
financing and corporate leasing of commercial real estate
nationwide.  iStar leverages its expertise in real estate, capital
markets, and corporate finance to serve real estate investors and
corporations with sophisticated financing requirements.  As of
June 30, 2009, iStar had $14.6 billion of undepreciated assets and
$2.6 billion of undepreciated book equity.


J.D. SWEARINGEN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: J.D. Swearingen Equipment Co., Inc.
        2954 Hwy 71
        P.O. Box 797
        Marianna, Fl 32446

Bankruptcy Case No.: 09-50538

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Charles M. Wynn, Esq.
                  Charles M. Wynn Law Offices, P.A.
                  P.O. Box 146
                  Marianna, FL 32447
                  Tel: (850) 526-3520
                  Fax: (850) 526-5210
                  Email: wynnlawbnk@earthlink.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 J.D. Swearingen Sr., president of the
Company.


JHD ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JHD Enterprises, Ltd.
           aka Lim's
           aka Lim's Menswear
           aka Basix
           aka Basix For Men & Ladies Fashions and Wigs
        951 Aviation Parkway, Suite 900
        Morrisville, NC 27560

Bankruptcy Case No.: 09-06680

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: William P. Janvier, Esq.
                  Everett Gaskins Hancock & Stevens, LLP
                  PO Box 911
                  Raleigh, NC 27602
                  Tel: (919) 755-0025
                  Fax: (919) 755-0009
                  Email: bill@EGHS.com

Total Assets: $1,327,745

Total Debts: $2,904,203

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

            http://bankrupt.com/misc/nceb09-06680.pdf

The petition was signed by Ho Yol B. Lim, secretary of the
Company.


JIM SLEMONS: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jim Slemons Hawaii, Inc.
        91-1048 Hamana St.
        Ewa Beach, HI 96706

Bankruptcy Case No.: 09-01802

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Bankruptcy Judge Robert J. Faris

Debtor's Counsel: Anthony P. Locricchio, Esq.
                  903 Maunawili Circle
                  Kailua, HI 96734
                  Tel: (808) 261-8372
                  Fax: (808) 261-7733

Total Assets: $750,000

Total Debts: $229,098

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/hib09-01802.pdf

The petition was signed by James B. Slemons.


KAUTILYA SHARMA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Kautilya Sharma
           dba Tony Sharma
        7363 Sedona Way
        Delray Beach, FL 33446

Bankruptcy Case No.: 09-26511

Chapter 11 Petition Date: August 9, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: David Marshall Brown, Esq.
                  33 NE 2 St # 208
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Email: dmbrownpa@bellsouth.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 Kautilya Sharma.


KIMBERLY HORTON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kimberly Blatnick Horton
           aka Kim Blatnick
           aka Kim Horton
           aka Kim B. Horton
           aka Kim Blatnick Horton
           aka Kimberly Blatnick
           dba Home Tenders of California
        PO Box 2465
        Kamuela, HI 96743

Bankruptcy Case No.: 09-01792

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Bankruptcy Judge Robert J. Faris

Debtor's Counsel: Lisa M. Volquardsen, Esq.
                  75-5706 Hanama Place, Suite 102
                  Kailua-Kona, HI 96740
                  Tel: (808) 329-3323
                  Fax: (808) 329-3933
                  Email: ecf@volquardsenlaw.com

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

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

A full-text copy of Ms. Horton's petition, including a list of her
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/hib09-01792.pdf

The petition was signed by Ms. Horton.


LEAR CORP: $500MM Loan from JPM Okayed Despite Alternative Offer
----------------------------------------------------------------
On a final basis, Judge Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York approved Lear
Corporation and its debtor affiliates' $500,000,000 debtor-in-
possession financing with a group of lenders led by JPMorgan
Chase & Co., and Citigroup Inc.

"The DIP is unquestionably expensive and it is certainly true
that financing in this market is expensive," Judge Gropper said,
according to CNNMoney.com.  "On the record that I have before me,
there is no evidence funding can be obtained that is materially
less expensive."

Two-thirds of Lear's secured lenders support the financing, says
CNNMoney.com.

All objections to the request were overruled, withdrawn or
resolved.

Judge Gropper authorized each Debtor to perform all acts and to
execute and deliver all instruments and documents that JPMorgan
determines to be reasonably required or necessary for the
Debtors' performance of their obligations under the DIP
Documents, including:

  (a) the execution, delivery and performance of the DIP
      Documents;

  (b) the execution, delivery and performance of the guarantees
      by the Domestic Debtors of the obligations of Lear;

  (c) the execution, delivery and performance of one or more
      amendments, waivers, consents or other modifications to
      and under the DIP Documents, in each case in that form as
      the Debtors, JPMorgan and the DIP Lenders may agree, and
      no further approval of the Court will be required for
      amendments, waivers, consents or other modifications to
      and under the DIP Documents that do not materially and
      adversely affect the Debtors;

  (d) the non-refundable payment to JPMorgan, J.P. Morgan
      Securities Inc. and the DIP Lenders of the fees set forth
      in the DIP Documents and those agreed to among the Debtors
      and the DIP Arranger;

  (e) the non-refundable payment to each DIP Lender of the
      Upfront Fee, the Exit Fee and the Conversion Fee; and

  (f) the performance of all other acts required under the DIP
      Documents.

Upon execution and delivery of the DIP Documents, the DIP
Documents will constitute valid and binding obligations of the
Debtors, as applicable, enforceable against the applicable
Debtors in accordance with the terms of the DIP Order and the
Documents.

All of the DIP Obligations will constitute allowed senior
administrative claims against the Domestic Debtors with priority
over any and all administrative expenses, adequate protection
claims and all other claims against the Domestic Debtors,
including without limitation, all administrative expenses of the
kind specified in Sections 503(b) and 507(b) of the Bankruptcy
Code, and over any and all administrative expenses or other
claims arising under Sections 105, 326, 328, 330, 331, 503(b),
507(a), 507(b), 726, 1113, or 1114 of the Bankruptcy Code,
whether or not those expenses or claims may become secured by a
judgment lien or other non-consensual lien, levy or attachment.

As security for the DIP Obligations, these security interests and
liens are granted to JPMorgan, for its own and the DIP Lenders'
benefit:

  (i) first lien on unencumbered property;
(ii) liens junior to certain existing liens;
(iii) liens priming prepetition lenders' liens; and
(iv) liens senior to certain other liens.

A full-text copy of the Final DIP Order is available for free at:

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

                  Committee and QVT Object,
                Competing DIP Facility Filed

Prior to the entry of the order, the Official Committee of
Unsecured Creditors and a group of lenders led by QVT Financial
LP, voiced their opposition to the JPMorgan's DIP commitment with
the Debtors.

Kenneth A. Rosen, Esq., at Lowenstein Sandler PC, in New York,
counsel to the Committee, argued that the pricing of the DIP
Facility is unduly expensive and excessive.  According Mr. Rosen,
while the Committee appreciates the difficulty that the Debtors
face in trying to obtain DIP financing in today's credit market,
the Court should not allow the Debtors to cede control to the DIP
Lenders to the detriment of unsecured creditors.

In response to the Committee's objection, the Debtors asserted
that the concerns raised by the Committee miss the bigger
picture.  According to the Debtors, the DIP Facility is an
important part of a larger deal that will produce substantial
economic and non-economic benefits for the Debtors' estates.  The
Debtors noted that the DIP Facility, coupled with the plan
support agreements, supports their transition to emergence and
assures exit financing in a time when wary lenders are as likely
to exercise remedies as they are to seek constructive financing
solutions, especially in distressed sections like the automobile
parts manufacturing.

Matthew J.  Simoncini, Lear's chief financial officer, testified
that any delay would cause concern among Lear's suppliers and
customers and could hurt the company's overall business
prospects, CNNMoney.com said.

Accordingly, the Debtors averred that immediate approval of the
DIP Facility is necessary to reassure customers and suppliers
that their businesses will continue as usual in Chapter 11.

QVT, on behalf of one or more funds advised by QVT, along with
Appaloosa Management L.P., York Capital Management and a number
of other entities, which had offered a last-minute competing
financing proposal for $500,000,000, asserted that JPMorgan's DIP
commitment has less favorable terms and conditions than the one
it has proposed.

Matthew P. Morris, Esq., at Lovells LLP, in New York, counsel to
QVT, said that under the J.P. Morgan Group DIP Commitment, the
Debtors must either give the J.P. Morgan Group warrants to
purchase a number of shares of common stock of the reorganized
debtor with a value of $25 million or pay each of them another
fee equal to 5% of the principal amount of each lender's DIP
loans which are to be converted into exit loans.  According to
Mr. Morris, this overly generous, and ultimately unnecessary
"give-a-way" to the J.P. Morgan Group will, depending on which
fee the Debtors opt to pay to them, either dilute the shares of
common stock of those creditors receiving shares under the
Debtors' plan or leave the Debtors with significantly less cash
with which to operate at a critical time during its
reorganization.  In contrast, Mr. Morris noted, the QVT Lender
Group did not seek any exit or conversion fees in respect of
providing the Debtors with its committed exit facility.

            Miller Buckfire Supports DIP Motion

In support of the Debtors' request, Durc A. Savini, a managing
director of Miller Buckfire & Co. LLC and Lear's financial
advisor, told Judge Gropper that Lear had approached 16 different
parties other than its traditional lenders for financing.  Of the
eight who agreed to enter into confidentiality agreements, none
provided a better deal, Mr. Savini said, according to
CNNMoney.com.

In a declaration filed in Court, Mr. Savini said that the Debtors
require postpetition financing and a long-term restructuring
solution to remain competitive.  He added that the DIP Facility
will provide the Debtors with funds to meet their obligations to
vendors and customers, to make necessary capital expenditures and
to satisfy working capital and other operational needs, all of
which will preserve the value of the Debtors' estates.  According
to Mr. Savini, the JPMorgan DIP Facility not only satisfies the
Debtors' postpetition financing needs, but also ensures financing
for the Debtors' businesses upon emergence from Chapter 11 by
converting into an Exit Facility upon confirmation of a plan of
reorganization.

On July 29, 2009, the Debtors submitted with the Court a summary
of the contemplated capital expenditure budget and other
financial covenant of the DIP Financing, a copy of which is
available for free at:

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

            No Communications From Competing Lenders

In response to requests made by Judge Gropper regarding the DIP
Financing at the July 30, 2009 hearing, counsel to the Debtors
and counsel to the agent for the Debtors' prepetition and
proposed postpetition secured lenders separately delivered
letters to the Court.  At the July 30, 2009 hearing, Judge
Gropper approved the Debtors' proposed DIP Financing, subject to
the Debtors' informing the Court whether the parties that filed a
competing proposal for postpetition financing clarified or
revised their proposal in light of the issues raised at the
hearing.

Ryan Blaine Bennett, Esq., at Kirkland and Ellis LLP, in Chicago,
Illinois, said that since the July 30 hearing, the Debtors have
not received any further communications from any of the parties
that submitted the competing DIP Financing proposal.

Additionally, Mr. Bennett noted, the Debtors have not received
any revised proposals from those parties, nor have they contacted
the Debtors to discuss any of the issues raised at the July 30
hearing.

In a separate letter, JPMorgan Chase Bank, N.A., apprised the
Court that, per the Court's request at the conclusion of the July
30 hearing on the DIP Facility, it has polled the Prepetition
Lenders and has confirmed that more than 50% of the Prepetition
Lenders would not consent to the implementation of the proposed
competing DIP Facility.

                  City of Southfield Provision

Judge Gropper clarified that nothing in the DIP Order will be
construed to:

  (i) affect the prepetition or postpetition priority of; or

(ii) grant DIP Liens, Adequate Protection Liens or claims that
      prime, the asserted prepetition and postpetition ad
      valorem property tax, special assessment, or special tax
      liens or claims of the City of Southfield, Michigan to the
      extent that ad valorem property tax, special assessment,
      or special tax liens or claims are pursuant to applicable
      law senior to the liens, security interests and claims of
      the DIP Agent, the DIP Lenders, the Prepetition Agent and
      the Prepetition Lenders and are not otherwise avoidable.

Judge Gropper added that nothing in the DIP Order will prohibit
the attachment of those liens of the City of Southfield to
property of the Debtors' estates to the extent that attachment is
authorized by applicable law.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Canada Units Ask for CCAA Stay Extension Until Nov. 20
-----------------------------------------------------------------
Lear Canada, Lear Canada Investments Ltd., and Lear Corporation
Canada Ltd., ask the Honorable Madam Justice Sarah Pepall of the
Ontario Superior Court of Justice -- which oversees Lear Canada,
et al.'s Canada's Companies' Creditors Arrangement Act
proceedings -- to extend the stay period within which all persons
are prohibited from discontinuing, altering, interfering with,
repudiating, ceasing to perform any right, renewal right,
contract agreement, license permit in favor of the Applicants
through November 20, 2009.  As previously reported, Madam Justice
Pepall stayed all proceedings, actions and suits against the
Applicants or their property through August 7, 2009.

Shari Burgess, vice president and treasurer of Lear Corporation,
tells the Canadian Court that in order to coordinate the Canadian
Proceedings and the US Proceedings and to facilitate their
restructuring, the Applicants are seeking extension of the Stay
Period, which would provide sufficient time for the Applicants to
complete these steps:

  (a) the Applicants will file a restructuring plan and
      disclosure statement shortly with the basic terms being
      outlined in the plan term sheet previously filed with the
      Court;

  (b) a disclosure hearing will be held approximately 35 days
      subsequent to filing the statement to consider any
      objections to the disclosure statement and settle its
      terms;

  (c) the Applicants will make a motion to set a claims bar date
      with a view to identify claims entitled to receive the
      disclosure statement and vote on the Plan;

  (d) after distribution of the disclosure statement, the
      Applicants will solicit votes in favor of the Plan; and

  (e) at that time the Plan receives creditor approval of
      impaired classes, the Applicants will seek confirmation of
      their plan of arrangement.

Ms. Burgess adds that an extension of the Stay Period is
appropriate because:

  (i) the Applicants are acting in good faith and with due
      diligence to restructure their business;

(ii) an extension of the Stay Period will enable the Applicants
      to continue negotiations with key stakeholders including
      the Canadian Automotive Workers' Union; and

(iii) an extension of the Stay Period will provide the
      Applicants the opportunity to implement their
      restructuring plan in the US Proceedings in an orderly
      manner without the complication of administering multiple
      proceedings.

Ms. Burgess relates that the Canadian Applicants have not made
any advances or transfers of funds to the other Applicants
outside of payments for goods and services in the ordinary course
of business, and have not encumbered the Property or incurred
further indebtedness.  Ms. Burgess adds that the Canadian
Applicants have continued to pay current services and special
payments in respect of the pension plans in place for the benefit
of their employees.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Cash Collateral Use Approved on Final Basis
------------------------------------------------------
Judge Allan Gropper authorized Lear Corp. and its affiliates to
continue to use prepetition cash collateral, on a final basis,
from August 4, 2009, through the maturity date under the DIP
Agreement, provided that prepetition lenders are granted adequate
protection.  Judge Gropper found that the Debtors' use of
Prepetition Cash Collateral is necessary to ensure that the
Debtors have sufficient working capital and liquidity to preserve
and maintain the value of their estates.  However, Judge Gropper
prohibited the Debtors to charge expenses of administration of the
Chapter 11 cases or any future proceeding against the Prepetition
Collateral.

Judge Gropper entitled JPMorgan Chase Bank, N.A., and the
Prepetition Lenders to adequate protection of their interests in
the Prepetition Collateral in an amount equal to the aggregate
diminution of the Prepetition Collateral, including diminution
resulting from the sale, lease or use by the Debtors of the Cash
Collateral and any other Prepetition Collateral, the priming of
JPMorgan's liens on the Prepetition Collateral by the DIP Liens,
and the imposition of the automatic stay pursuant to Section 362
of the Bankruptcy Code.

As adequate protection, JPMorgan and the Prepetition Lenders are
granted:

  (a) a valid, perfected replacement security interest in and
      lien on all of the Domestic Debtors' DIP Collateral,
      subject and subordinate only to (i) the DIP Liens, (ii)
      the Carve Out and (iii) Prepetition Perfected Liens; and

  (b) with priority in payment over any and all administrative
      expenses of the kinds specified or ordered pursuant to any
      provision of the Bankruptcy Code, including without
      limitation, sections 326, 328, 330, 331 and 726 of the
      Bankruptcy Code, subject and subordinate only to (i) the
      Carve Out and (ii) the Superpriority Claims granted in
      respect of the DIP Obligations provided that the 507(b)
      Claims will not be paid with the proceeds of avoidance
      actions.

Judge Gropper also ordered the applicable Debtors to pay JPMorgan
and the Issuing Lender all fees and expenses pursuant to the
terms of the Prepetition Loan Documents, including without
limitation, the reasonable fees and disbursements of counsel and
financial advisors or other third-party consultants to JPMorgan
provided that any  fees paid to the Issuing Lender will not
include any fees payable under section 9.5(e)(ii) of the
Prepetition Credit Agreement.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Proposes October 2 Claims Bar Date
---------------------------------------------
Lear Corp. and its affiliates anticipate that there may be as many
as 50,000 potential claimants in the Chapter 11 cases, which
raises the likelihood of a time-consuming claims reconciliation
process.  Because the Debtors hope to exit Chapter 11 as soon as
possible as part of a streamlined financial reorganization, the
Debtors desire to begin claims analysis and reconciliation process
as soon as possible, pursuant to clearly established procedures
that will limit confusion on the part of creditors and, hopefully,
result in a claims process that is as efficient as possible.

The Debtors relate that they intend to complete their
restructuring and emerge from Chapter 11 within a matter of
months.  Indeed, the Debtors note, they filed the Plan Support
Agreements on the Petition Date, which have the support of
approximately 68% of the Debtors' prepetition secured lenders,
and which attach a plan term sheet setting forth the terms of a
proposed Chapter 11 plan.

Pursuant to the terms of the Plan Support Agreements, the Debtors
committed to meet certain deadlines during the Chapter 11 Cases,
including deadlines with respect to confirmation and consummation
of a plan of reorganization.  The Debtors assert that promptly
establishing the bar dates will enable them to satisfy the
commitments under the Plan Support Agreements and allow them to
emerge from Chapter 11 as soon as practicable.

To ensure that they confirm and consummate a comprehensive,
viable plan of reorganization and exit the Chapter 11 Cases in a
timely manner, the Debtors note that they require complete and
accurate information regarding the nature, validity, amount, and
status of all claims.  Thus, to achieve these objectives, the
Debtors seek to establish the claims bar dates to determine what
claims may be asserted against them in addition to those listed
on their schedules of assets and liabilities.

Accordingly, the Debtors ask the Court to establish October 2,
2009, as the general bar date for filing claims.  The Debtors
further ask the Court to set January 4, 2010, as the deadline for
all governmental units to file their claims.

         General Bar Date and Claim Filing Procedures

The Debtors propose that each person or entity that asserts a
claim that arose before the Petition Date, including any Claims
arising prepetition that may be entitled to administrative
priority pursuant to Section 503(b)(9) of the Bankruptcy Code, be
required to file an original, written proof of that claim.  The
Debtors propose that all Proofs of Claim be delivered to Kurtzman
Carson Consultants LLC by first-class mail, overnight delivery or
hand delivery at this address:

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

Each proof of claim must:

  (a) be signed, be in the English language, and be denominated
      in United States dollars;

  (b) include, consistent with Rules 3001(c) and 3001(d) of the
      Federal Rules of Bankruptcy Procedure, supporting
      documentation or an explanation as to why that
      documentation is not available; provided that a Proof of
      Claim may be filed without supporting documentation upon
      the prior written consent of Debtors' counsel; and

  (c) specify by name and case number the Debtor against which
      the Claim is filed.  If the holder asserts a Claim against
      more than one Debtor or has Claims against different
      Debtors, a separate Proof of Claim form must be filed with
      respect to each Debtor.

According to the Debtors, Bar Dates should not apply to:

    * Any Claimant that has already filed a Proof of Claim
      against the Debtors with the Clerk of the Bankruptcy Court
      for the Southern District of New York in a form
      substantially similar to Official Form 10, against the
      correct Debtor;

    * Any Claimant whose Claim is listed on the Schedules,
      provided that (i) the Claim is not scheduled as
      "disputed," "contingent" or "unliquidated"; and (ii) the
      Claimant does not disagree with the amount, nature and
      priority of the Claim as set forth in the Schedules; and
      (iii) the Claimant does not dispute that the Claim is an
      obligation of the specific Debtor against which the claim
      is listed in the Schedules;

    * Any holder of a Claim that has been allowed by order of
      the Court or have been fixed by further Court order;

    * Any Claimant whose Claim has been paid in full by any of
      the Debtors;

    * Any holder of a Claim for which specific deadlines have
      previously been fixed by the Court;

    * Any Debtor having a Claim against another Debtor or any
      of the direct or indirect non-debtor subsidiaries of Lear
      Corporation, having a claim against any of the Debtors;

    * Any holder of a Claim allowable under Sections 503(b) or
      507(a) of the Bankruptcy Code as an expense of
      administration, with the exception of 503(b)(9) Claims,
      which Claims are subject to the Bar Dates;

    * Any Claimant that is a current employee of any of the
      Debtors, to the extent that the Debtors were authorized by
      the Court to honor that Claimant's Claim in the ordinary
      course of their business like wages, commissions,
      benefits or claims for deferred compensation;

    * Any holder of a Claim that is limited exclusively to the
      repayment of principal, interest or other applicable fees
      and charges owed under any bond or note issued by the
      Debtors pursuant to an indenture; and

    * Any holder of an equity interest, which interest is based
      exclusively upon an interest in the equity ownership of
      any of the Debtors; provided that holders of Interests who
      wish to assert a Claim against any of the Debtors that
      arises out of or relates to the ownership or purchase of
      an Interest, including Claims arising out of or relating
      to the sale, issuance or distribution of the Interest,
      must file a Proof of Claim on or before the applicable Bar
      Date.

        Procedures for Providing Notice of the Bar Dates

The Debtors will mail shortly after entry of the Bar Date Order
approving the Bar Date Motion, and in no event later than
August 27, 2009, a bar date package consisting of a Proof of Claim
form to certain notice parties including:

         * the Office of the United States Trustee for the
           Southern District of New York;

         * counsel to the Official Committee of Unsecured
           Creditors;

         * counsel to any other official committee in the
           Chapter 11 Cases;

         * all persons or entities that have requested notice of
           the proceedings in the Chapter 11 Cases;

         * all persons or entities that have filed claims
           against the Debtors, if any;

         * all creditors and other known holders of Claims,
           including 503(b)(9) Claims, against the Debtors as of
           the date of the Bar Date Order, if any, including all
           persons or entities listed in the schedules of assets
           and liabilities;

         * all parties to executory contracts or unexpired
           leases of the Debtors listed on the Schedules,
           including executory contracts and unexpired leases
           which the Debtors included on any subsequent
           amendments to the Schedules; and

         * all parties to litigation with the Debtors.

The Debtors will also give notice of the General Bar Date by
publication, as provided in Rule 2002(l) of the Federal Rules of
Bankruptcy Procedure, to creditors to whom notice by mail is
impracticable, including creditors who are unknown or not
reasonably ascertainable by the Debtors and creditors whose
identities are known but whose addresses are unknown by the
Debtors.  Specifically, the Debtors propose to publish the Bar
Date Notice, modified for publication in The Wall Street Journal,
The Global and Mail (National Edition) and The Detroit Free
Press.  The proposed Publication Notice will include a telephone
number that creditors may call to obtain copies of a Proof of
Claim form, the URL for a Web site at which the creditors may
obtain a copy of a Proof of Claim form and information concerning
the procedures and appropriate deadlines for filing Proofs of
Claim.

The Debtors seek the Court's authority to extend the General Bar
Date by stipulation and agreed order for certain Claimants, where
they determine that the extension is in the best interests of the
Debtors and their estates.

The Debtors ask the Court to order that any Claimant who is
required, but fails, to file a Proof of Claim in accordance with
the Bar Date Order on or before the General Bar Date or the
Governmental Bar Date, as applicable, will be forever barred,
estopped and enjoined from asserting that claim against the
Debtors, and the Debtors' property will be forever discharged
from any and all indebtedness or liability with respect to that
Claim.

If the Debtors amend or supplement the Schedules subsequent to
the entry of the Bar Date Order, the Debtors propose to give
notice by first-class mail of any amendment or supplement to the
holders of Claims affected, and propose that the deadline for
those holders to file Proofs of Claim, if necessary, be set as
the later of (a) the General Bar Date or (b) 30 days from the
date that notice of the Schedule amendment or supplement is
given.

The Debtors anticipate that certain creditors may assert claims
in connection with future motions by the Debtors to reject
executory contracts and unexpired leases pursuant to Section 365
of the Bankruptcy Code.  In this regard, the Debtors propose that
any Claimant that holds a Claim that arises from the rejection of
an executory contract or unexpired lease, as to which the order
authorizing that rejection is dated on or before the date of
entry of the Bar Date Order, must file a Proof of Claim based on
that rejection on or before the General Bar Date, and any
Claimant that holds a Claim that arises from the rejection of an
executory contract or unexpired lease, as to which an order
authorizing that rejection is dated after the date of entry of
the Bar Date Order, must file a Proof of Claim on or before that
date as the Court may fix in any order approving the Debtors'
proposed expedited rejection procedures for executory contracts
and unexpired leases.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Revised Management Incentive Plan Gets Support
---------------------------------------------------------
Lear Corp. and its affiliates relate that they have engaged in
continued conversations with the U.S. Trustee, the Official
Committee of Unsecured Creditors, the Ad Hoc Noteholder Committee
and the agent for the Debtors' prepetition and postpetition
secured lenders regarding their proposed management incentive
plan.  The Debtors tell the Court that they, with the assistance
of Towers Perrin, have amended the proposed management incentive
plan, which amendment has been approved by the Creditors'
Committee, the Debtors' noteholders and the Debtors' prepetition
secured lenders party to the Plan Support Agreements.

Under the Amended KMIP, eligible employees will no longer receive
a plan filing award.  In place of the plan filing award, eligible
employees would earn one-fifth of the total Milestone Awards
payout upon the Debtors' confirming a Chapter 11 plan within 270
days of the Petition Date.  Additionally, under the Amended KMIP,
eligible employees will not receive any incentive payments until
the effective date of the Debtors' Chapter 11 plan.

                    Terms of the Amended KMIP

(A) Eligible Employees

The employees eligible for awards under the Amended KMIP have not
changed from the eligible employees described in the Initial KMIP
Motion.  As described in the Initial KMIP, the Debtors developed
the Amended KMIP to provide incentive opportunities to
approximately 29 key management employees, including five
"insiders" as that term is defined in Section 101(31) of the
Bankruptcy Code, each of whom the Debtors determined were
integral to the Debtors' ability to develop and effect a plan of
reorganization and to maximize value for their estates and
facilitate their successful restructuring.

The Debtors sought to identify as Amended KMIP participants those
employees who drive the Debtors' operational and restructuring
activities.  Many of the eligible employees were involved in the
prepetition negotiations regarding the Plan Term Sheet and the
Plan Support Agreements and continue to contribute to the
Debtors' Chapter 11 restructuring efforts.  Furthermore, certain
of the eligible employees drive the high-level operations needed
to maximize value for the Debtors' businesses.  The diligent
efforts of these employees are critical to the Debtors' achieving
the financial performance targets under the Amended KMIP and are
necessary to ensure that the Debtors satisfy their postpetition
credit facility requirements of maintaining $900 million of
minimum liquidity, achieving $65 million of cumulative
consolidated earnings before interest, taxes, depreciation and
amortization and limiting capital expenditures to $100 million
through the remainder of 2009.  Accordingly, because the Debtors'
successful restructuring and emergence from Chapter 11 depend on
these 29 employees, the Debtors believe it is appropriate
that they participate in the Amended KMIP.

(B) Incentive Awards Under the Amended KMIP

Awards under the Amended KMIP have been revised to eliminate the
award based on the Debtors' filing a Chapter 11 plan within 60
days after the Petition Date.  This award has been replaced in
the Amended KMIP by an award based upon confirmation of a Chapter
11 plan within 270 days after the Petition Date.  Specifically,
under the Amended KMIP, 75% of an eligible employee's total
target award opportunity now is based upon the Debtors' attaining
two Chapter 11 milestones -- confirmation and consummation of a
Chapter 11 plan.  The remaining 25% of an eligible employee's
total target award opportunity is based upon the Debtors' meeting
or exceeding certain operating earnings targets.

    * The Milestone Awards

      The Milestone Awards are based on the Debtors' confirming
      and consummating a Chapter 11 plan in accordance with an
      accelerated timeline.  Under the Amended KMIP, the
      Milestone Awards are allocated in this manner:

         (i) Plan Confirmation: fifteen percent of the total
             target award opportunity for confirming by no later
             than 270 days after the Petition Date a plan of
             reorganization that substantially conforms to the
             terms of the Debtors' Plan Term Sheet; and

        (ii) Plan Consummation: sixty percent of the total
             target award opportunity for consummating a plan
             of reorganization that substantially conforms to
             the terms of the Debtors' Plan Term Sheet and
             emerging from Chapter 11 by no later than 300 days
             after the Petition Date.

    * The Financial Performance Awards

      Under the Amended KMIP, the Financial Performance Awards
      are unchanged from those described in the Initial KMIP
      Motion.  The Financial Performance Awards are based upon
      the Debtors' achieving certain quarterly adjusted
      operating earnings targets.  These operating income
      targets were established as part of the Debtors' long-term
      business plan developed by the Debtors prior to the
      Petition Date.  The targets are based upon industry-
      projected vehicle production levels and operational cost-
      saving initiatives the Debtors seek to implement.  The
      Debtors' long-term business plan and operating income
      targets were developed through extensive analysis of the
      Debtors' businesses and the automotive supply industry and
      contemplate significant improvement from the Debtors'
      operating earnings in the first two quarters of 2009.  The
      target operating earnings in the second half of 2009
      represent a more than $90 million improvement from the
      Debtors' operating earnings in the first half of 2009.
      The Financial Performance Awards' operating income targets
      require the eligible employees' successful implementation
      of substantial cost-cutting initiatives and quick
      responses to changes in global vehicle production volumes.
      The Debtors believe that the success of these initiatives
      could result in approximately $350 million in operational
      cost savings.  Absent the continued effort of the eligible
      employees, however, these projected savings likely will
      not be realized, and the targeted operating income levels
      set forth in the Amended KMIP not attained.

(C) Payments of Amended KMIP Awards

The amount of the potential award payouts has not been changed in
the Amended KMIP.  The Debtors, with input from Towers Perrin,
set individual award opportunities based upon a percentage of
each individual's base salary.  Amended KMIP awards were designed
to approximate the expected 2009 median target-level incentives
across peer industrial companies with comparable total revenue to
that of the Debtors.  The Debtors believe that, if they meet the
milestones on which the Milestone Awards are based and if they
achieve target-level operating income for the Financial
Performance Awards, then the aggregate amount payable under the
Amended KMIP will be approximately $20.6 million.  With respect
to any participating employee, all Amended KMIP awards are based
on a percentage of the employee's salary.  The Milestone Awards
are binary in that the amounts of those awards are set, and those
amounts are to be paid only if the Debtors are able to meet the
Chapter 11 milestones within the established timeframe.

(D) Timing of Amended KMIP Award Payments

Under the Amended KMIP, incentive award payments will not be made
until the effective date of the Debtors' Chapter 11 plan.  For
eligible employees other than the Debtors' chief executive
officer, both the plan confirmation and consummation Milestone
Awards will be paid, in full, on the effective date of the
Debtors' Chapter 11 plan.  The Financial Performance Awards are
payable quarterly by the later of (a) 30 days after completion of
the quarter and (b) the effective date of the Debtors' Chapter 11
plan, upon the Debtors' achieving certain adjusted operating
earnings targets determined based on the Debtors' long-term
business plan.  All amounts payable to the Debtors' chief
executive officer on account of the Milestone Awards and the
Financial Performance Awards will be aggregated and will be paid
in two installments:

   (a) 50% upon the effective date of the Debtors' Chapter 11
       plan; and

   (b) 50% upon the one-year anniversary of the Chapter 11 plan
       effective date.

The Debtors notify parties-in-interest that a hearing to consider
their motion to approve the Key Management Incentive Plan has
been adjourned to a date to be determined.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Rozmor Land Wants to Draw on JPM LoC for Unpaid Note
---------------------------------------------------------------
Rozmor Land Company asks the Court to lift the automatic stay
provisions of Section 362 of the Bankruptcy Code in order to
provide Lear Corporation with a notice of acceleration pursuant
to the terms of a Real Estate Purchase Agreement it entered into
prepetition with Lear, solely for the purpose of drawing on a
letter of credit previously issued by JPMorgan Chase Bank, N.A.

On September 17, 2004, the Debtor entered into an agreement with
Rozmor, whereby the Debtor agreed to purchase from Rozmor certain
real property aggregating $6,730,951, pursuant to the Real Estate
Purchase Agreement.  Section 2 of the Agreement provides that the
remaining balance of the Purchase Price will be paid pursuant to
a corresponding promissory note and that the periodic outstanding
balance of, and all amounts due and to become due to Rozmor under
the Note, will be secured by a letter of credit.

JPMorgan Chase Bank, N.A., issued an irrevocable standby letter of
credit totaling $5,210,951 to secure the Debtor's obligations to
Rozmor under the Real Estate Purchase Agreement and the Note.  In
connection with the Real Estate Purchase Agreement, Lear executed
the Note in favor of Rozmor in the principal amount of $6,730,951.

According to Robert A. Weisberg, Esq., at Carson Fischer, P.L.C.,
in Bloomfield Hills, Michigan, counsel for Rozmor Land Company,
the Debtor failed to pay Rozmor the monthly installment of
$35,000 that was due July 1, 2009, pursuant to the terms of the
Note.  Mr. Weisberg asserts that the Debtor's failure to make the
July Payment constitutes a default under the Note if Lear's
failure is not timely cured.  Mr. Weisberg relates that if Lear
has not cured its failure to make the July Payment or its
Bankruptcy Case is not discontinued by September 5, 2009, Lear
will be in default of Section 7(a) of the Note, and Rozmor will
be entitled, among other things, to accelerate the amounts due
under the Note, by declaring all amounts due and to become due to
be immediately due and payable, upon written notice to Lear on or
after September 6, 2009.

Rozmor says it desires to accelerate all amounts due or to become
due under the Note, not with the intent of collecting or
recovering property from Lear's bankruptcy estate, but rather in
order to draw on the Letter of Credit.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEHMAN BROTHERS: Elliot Assoc. Opposes Add'l Funding for Aurora
---------------------------------------------------------------
A group of creditors asks the Court to deny Lehman Brothers
Holdings Inc.'s move to provide additional financing to Aurora
Bank FSB and its unit.

In court papers, Elliott Associates LP and four other creditors
complain that LBHI has provided little information to justify
what they say is a potentially risky investment in Aurora Bank
and Aurora Loan Services LLC.

LBHI previously sought court approval of an amended master
repurchase agreement with Aurora Bank that would permit LBHI to
acquire from Aurora Bank a portfolio of loans for up to
$450 million.  LBHI also sought approval to enter into a bridge
financing facility with Aurora Loan under which it is required to
provide Aurora Loan as much as $500 million in short-term secured
financing.

"Without providing an outline of either its capital strategy for
the bank or its exit strategy, LBHI asks this Court and parties
in interest to accept on faith that its proposal . . . will
preserve LBHI's equity interest in [Aurora Bank] and is therefore
in the best interest of the estate and creditors," says Martin
Bienenstock, Esq., at Dewey & Leboeuf LLP, in New York.

According to Mr. Bienenstock, LBHI failed to address issues
including the enforceability of its security interests if Aurora
Bank is seized, the likelihood that Aurora Bank would be allowed
to issue brokered certificates if LBHI risks more money, among
other issues.

"LBHI's cash is a precious and valuable asset, not to be risked
absent a compelling showing that cause exists to grant the
extraordinary relief requested," Mr. Bienenstock points out.

         Creditors' Committee Backs Proposed Financing

The Official Committee of Unsecured Creditors expressed support
for the proposed financing, saying the approval would permit the
Debtors to keep open their dialogue with the regulators long
enough to fully address the liquidity issues, capital
requirements and future business plans of Aurora Bank.

"If Aurora Bank is permitted to access the brokered certificate
of deposit market, it will be able to conduct normal business
operation without the need for further capital support from LBHI,
and thus resume its progress toward ongoing financial viability,"
the Creditors' Committee says.

The Creditors' Committee points out that upcoming maturities on
existing certificates of deposits could precipitate repeated
liquidity crises that could challenge LBHI's ability to continue
to support Aurora Bank, if the bank is not authorized to issue
certificates of deposits in the near term.

                      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 Auction Off Than 3,000 Artworks
---------------------------------------------------
Lehman Brothers Holdings Inc. is planning to sell its
multimillion-dollar collection of more than 3,000 artworks at
Freeman's Auctioneers, a regional house in Philadelphia,
according to a July 30, 2009, report by ArtInfo.com.

The 650 lots, projected to fetch a total of $1 million include
modern and contemporary paintings, prints and drawings.  Most of
the European and American art is from the 1970s onwards, the
report said.  Items include an abstract 2007 black-and-blue
collage by Venezuelan artist Arturo Herrera, estimated to
generate as much as $15,000, and Roy Lichtenstein's 1982 print of
the Statue of Liberty, which is expected to rake in about
$30,000, the report said.

Lehman is not selling all of its artworks including those hung in
its New York headquarters.  Also not included in the sale block
are the company's best-known art holdings, 900 works owned by
money manager Neuberger Berman, a firm Lehman acquired in 2003,
ArtInfo.com reported.

                      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: IOVE Fund Holds in Excess of $8MM of Debt
----------------------------------------------------------
The Italian Oven, Inc., reports that its Bankruptcy Claims Fund,
Inc., prepared and submitted request for notice in the Lehman
Brothers Holdings bankruptcy so that it receives the opportunity
to fully participate.  The Bankruptcy Claims Fund owns in excess
of $8,000,000 of Lehman Brothers Holdings debt including
guaranteed Capital Trust shares that trade as LEHKQ, LEHLQ, LHHMQ,
and LEHNQ. IOVE cautions investors that the Company, while
optimistic as to the prospects, warns that the bankruptcy court
proceeding will not result in a payout of the face value on the
claims.  Bankruptcy Claims Fund continues to look for
opportunities in other bankruptcy cases.

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)


LINCOLN MEMORIAL: Receiver Files $600MM Insurance Fraud Suit
------------------------------------------------------------
The Special Deputy Receiver of the insolvent Lincoln Memorial Life
and Memorial Service Life Insurance Companies, along with the
country's participating life and health insurance guaranty
associations, which have been paying death benefits under
insurance policies issued by the two related life insurance
companies associated with National Prearranged Services, Inc., has
sued the former executives, lawyers, accountants, investment
advisors, and trustees of the pre-need funeral plan and life
insurance companies alleging the entire enterprise was more than a
$600 million racket supported by the malfeasance of former
management and their professional advisors.

Approximately 149,000 people in 47 states bought NPS pre-need
funeral contracts through their local funeral homes.  The vast
majority of the pre-need funeral contracts were purportedly backed
by life insurance policies issued by Lincoln Memorial and Memorial
Service.  Both Lincoln Memorial and Memorial Service were placed
in receivership in Texas along with NPS on May 14, 2008.  Among
its 27 claims for relief, the suit seeks treble and punitive
damages under the federal Racketeer Influenced and Corrupt
Organizations Act, the Lanham Act, and state consumer protection
acts.

Suit was filed Thursday in federal district court in St. Louis by
Reilly Pozner LLP, a Denver-based national trial firm whose
partners have successfully represented state insurance guaranty
associations in the past, most recently recovering $30 million
from a regional brokerage firm on their behalf.  That result
flowed from the liquidation of Midwest Life Insurance Company and
followed three successful jury trials in Colorado, Washington, and
Iowa, the latter a three-month trial over the failed annuity
provider.

Plaintiffs in the action include the National Organization of Life
and Health Insurance Guaranty Associations, various state guaranty
associations, including those of Missouri, Texas, and Illinois,
and the appointed Special Deputy Receiver of the three failed
companies, Donna J. Garrett.

Among the several dozen defendants are: NPS founder J. Douglas
Cassity, a disbarred lawyer and convicted felon, his wife and two
sons; Randall K. Sutton, NPS' former president; attorneys and
former NPS general counsel Howard A. Wittner and Katherine P.
Scannell and the law firm, Wittner, Spewak & Maylock; investment
advisor David Wulf and the investment advisory firm Wulf Bates &
Murphy; and banks which became involved as trustees, including
Bremen Bank & Trust Company, Marshall & Ilsley Trust Company,
Southwest Bank, Bank of America, and Comerica and American Stock
Transfer and Trust Co.

The 130-page complaint details years of systematic collusion,
conversion, and fraud -- the alleged looting of hundreds of
millions of funds. It can be viewed at:

   http://www.rplaw.com/pdf/NPS-Lincoln_Memorial_Complaint.pdf

To contact:

     Reilly Pozner LLP
     Dan Reilly, Esq.
     Tel: (303) 888-5748
     Larry Pozner, Esq.
     Tel: (303) 888-7063


LINTON PROPERTIES: Stipulation with DIP Barred Avoidance Action
---------------------------------------------------------------
WestLaw reports that a reference to debtors by name, in a
stipulation that they executed following commencement of their
Chapter 11 case and prior to the appointment of a trustee, had to
be interpreted in a manner that was consistent with other
references to the debtors in the stipulation, as referring to
debtors in their capacity as debtors-in-possession rather than
individually.  Thus, it served to prevent the trustee, as
successor to the Chapter 11 debtors-in-possession, from
challenging the validity of a garnishment lien which the debtors,
as debtors-in-possession, had previously agreed not to challenge
in stipulating to its validity.  In re Linton Properties, LLC, ---
B.R. ----, 2009 WL 2152321, 51 Bankr. Ct. Dec. 203 (Bankr. D.C.).

Marc E. Albert, the Chapter 7 Trustee, sued Chesapeake Bank &
Trust Company (Bankr. D.C. Adv. Pro. No. 08-10032) to avoid
garnishment liens and to recover property allegedly subject to
liens securing repayment of a $2.8 million loan, on the theory
that the writ of garnishment was not properly served as required
under Maryland law.  Prior to Mr. Albert's appointment, the
Debtor-in-Possession filed complaints (Bankr. D.C. Adv. Pro. Nos.
08-10003 and 08-10004) seeking to avoid the garnishment because it
was executed within 90 days before the filing of the bankruptcy
petition, and because the garnishment violated the bankruptcy
case's automatic stay.  On June 11, 2008, the bankruptcy court
approved a Stipulation and Order that dismissed Linton's adversary
proceedings with prejudice and contained language that the
Honorable S. Martin Teel, Jr., says bars the trustee, as successor
to Linton, from challenging the liens.

Linton Properties, LLC, sought chapter 11 protection (Bankr. D.C.
Case No. 08-00095) on February 8, 2008, represented by Stanley M.
Salus, Esq., at Akerman, Senterfitt, Wickwire, Gavin & Gibbs, in
Vienna, Va., and estimating less than $10 million in assets and
liabilities.  On August 7, 2008, the bankruptcy case was converted
to a Chapter 7 liquidation proceeding.


LITE-FOOT HOSIERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lite-Foot Hosiery, Inc.
        2400 Beck Industrial Blvd W
        Fort Payne, AL 35967

Bankruptcy Case No.: 09-42351

Chapter 11 Petition Date: August 10, 2009

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

Debtor's Counsel: Stephen Paul Bussman, Esq.
                  PO Box 680925
                  Fort Payne, AL 35968
                  Tel: (256) 845-7900
                  Email: sbussman@bussmanlaw.com

Total Assets: $1,416,234

Total Debts: $1,817,417

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/alnb09-42351.pdf

The petition was signed by Betty Henderson, secretary/treasurer of
the Company.


LODGIAN INC: Posts $7.3 Million Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
Lodgian, Inc., posted a net loss of $7,317,000 for three months
ended June 30, 2009, compared with a net income of $6,367,000 for
the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $14,399,000 compared with a net loss of $1,151,000 for the same
period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $528,425,000, total liabilities of $356,156,000 and
stockholders' equity of $172,269,000.

                        Going Concern Doubt

The Company related that in the absence of an extension,
refinancing or repayment of Pools 1 and 3, raise substantial doubt
about its ability to continue as a going concern.

Approximately $120 million of the Company's outstanding mortgage
debt was scheduled to mature in July 2009, and the current severe
economic recession has impacted the Company's operating results,
which affects operating cash flows well as the ability to
refinance the maturing indebtedness.  The $120 million of mortgage
indebtedness, which was originated in June 2004 by Merrill Lynch
and securitized in the collateralized mortgage-backed securities
market, was divided into three pools of indebtedness referred to
by the Company as the Merrill Lynch Fixed Rate Pools 1, 3 and 4.

The Company has reached agreements with the special servicers of
Pools 1 and 4 to extend the maturity dates to July 1, 2010, and
July 1, 2012, respectively, and has already started the process of
refinancing Pool 1 in anticipation of the 2010 maturity date.
However, management can provide no assurance that the Company will
be able to refinance Pool 1.

The Company has also entered into an agreement to extend the
maturity date of Pool 3 to Oct. 1, 2009, and the Company and the
special servicer are in negotiations concerning a longer-term
maturity extension for Pool 3.  However, management can provide no
assurance that the Company will be able to refinance or extend
Pool 3.  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 in the
near-term.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4166

                           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.


LUXURY OUTER BANKS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Luxury Outer Banks Homes, LLC
        P.O. Box 329
        Kill Devil Hills, NC 27948

Case No.: 09-06678

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Trawick H. Stubbs Jr., Esq.
            Stubbs & Perdue, P.A.
            P.O. Drawer 1654
            New Bern, NC 28563
            Tel: (252) 633-2700
            Fax: (252) 633-9600
            Email: efile@stubbsperdue.com

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

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

The petition was signed by Kimberly H. Lane, the company's
manager.

Debtor's List of 2 Largest Unsecured Creditors:


        Entity               Nature of Claim        Claim Amount
        ------               ---------------        ------------
Currituck County Tax                                  Unknown
Attn: Manger or Agent

Dare Co. Tax Dept.                                    Unknown
Attn: Manager or Agent


LV SENSORS: Puts Intellectual Property Up for Sale After Closure
----------------------------------------------------------------
Scott Denne posted at The Wall Street Journal blog, Venture
Capital Dispatch, that LV Sensors Inc. has put its intellectual
property up for sale after it closed in spring, when it failed to
raise new capital.

According to VentureWire, Dave Wanek at Western Technology
Investment said that his firm is acting as a secured lender to
find a buyer for LV Sensors' intellectual property.

The Dispatch says that LV Sensors raised about $27 million in two
rounds of venture capital -- the $12 million Series A provided by
Mayfield Fund and U.S. Venture Partners, and a $15 million Series
B in 2007 led by Panorama Capital.

LV Sensors had released few details of its technology at the time
of the closure and a buyer was lined up for the assets shortly
after the Company's closure, but Mr. Wanek said that the deal
collapsed during due diligence, The Dispatch relates.  According
to the report, Mr. Wanek wouldn't name the potential buyer.
Malaga's Plaxo page says that LV Sensors was sold to Atmel Corp.
in May 2009.

Citing Mr. Wanek, The Dispatch states that Western Technology is
negotiating with other interested companies to sell the assets.

LV Sensors Inc. made semiconductors aimed at the automotive
market.  It designed micro-electromechanical devices that were to
be used as wireless sensors in automobiles.


MAGNA ENTERTAINMENT: Hearing Slated on MID Shareholders' Concerns
-----------------------------------------------------------------
MI Developments Inc. said that, at the request of certain MID
Class A shareholders, the Ontario Securities Commission has called
a hearing regarding MID's ability to rely on certain exemptions
from the requirements to obtain minority shareholder approval and
formal valuations under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions in
respect of transactions with Magna Entertainment Corp.

MID believes that the application of the MID Class A shareholders
is without merit and MID will vigorously defend against the
application.  The hearing will commence on September 9, 2009.  MID
has not made any decisions regarding its participation in
transactions with MEC at this time and MID will continue to
evaluate whether to do so during the course of MEC's Chapter 11
process.

MID is a real estate operating company engaged primarily in the
acquisition, development, construction, leasing, management, and
ownership of a predominantly industrial rental portfolio leased
primarily to Magna International Inc. and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
majority equity interest in MEC, an owner and operator of horse
racetracks, and a supplier, via simulcasting, of live horseracing
content to the inter-track, off-track and account wagering
markets.  MEC has filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGUIRE PROPERTIES: No Bankruptcy Plans; to Surrender Buildings
---------------------------------------------------------------
Maguire Properties Inc. may relinquish control of seven Southern
California buildings with $1.06 billion of debt and said it's not
planning on filing for bankruptcy.  "We are not considering
bankruptcy," Chief Executive Officer Nelson Rising said in an
August 10 conference call, according to Bloomberg.  "And we feel
the course we're on is a far better course of action."

The Company has formally disclosed its second quarter 2009 results
on a Form 10-Q, where it warned, "We may not have the cash
necessary to repay our debt as it matures.  Therefore, failure to
refinance or extend our debt as it comes due, or a failure to
satisfy the conditions and requirements of such debt, could result
in an event of default that could potentially allow lenders to
accelerate such debt.  If our debt is accelerated, our assets may
not be sufficient to repay such debt in full, and our available
cash flow may not be adequate to maintain our current operations.
If we are unable to refinance or repay our debt as it comes due
(particularly in the case of loans with recourse to our Operating
Partnership) and maintain sufficient cash flow, our business,
financial condition, results of operations and common stock price
will be materially and adversely affected, and we may be required
to file for bankruptcy protection."

Net loss for three months ended June 30, 2009 was $428,608,000,
compared with a $112,726,000 net loss during the year-ago period.

As of June 30, 2009, assets total $4,392,301,000 against debts of
$4,866,253,000, for a stockholders' deficit of $473,952,000.

A copy of the Company's second quarter report on Form 10-Q is
available for free at http://researcharchives.com/t/s?416f

                   Plan to Give Up 6 Properties

Maguire Properties said in an August 10 statement that its Board
of Directors has approved management's plan to seek to dispose of
four former EOP/Blackstone assets and two other assets in
cooperation with lenders as well as Park Place I and certain
parking areas and development rights.  During the quarter ended
June 30, 2009, the Company recorded a non-cash impairment charge
of approximately $345 million associated with these assets.

Mr. Rising, the CEO, said in the statement, "We remain sharply
focused on our liquidity issues.  We believe a successfully
executed Board-approved plan will eliminate the adverse effect
these assets have had on the Company's cash position."

The Company's Board of Directors has approved the disposal of Park
Place I and certain parking areas and development rights as well
as the following assets as part of its asset disposition plan:

    * Stadium Towers in Central Orange County;
    * Park Place II in Irvine;
    * 2600 Michelson in Irvine;
    * Pacific Arts Plaza in Costa Mesa;
    * 550 South Hope in Downtown Los Angeles; and
    * 500 Orange Tower in Central Orange County.

The Company has contacted the master servicers of the mortgage
loans encumbering the named properties and has apprised them that
it will no longer continue to fund the cash shortfall associated
with the respective mortgages.  The Company intends to work
cooperatively with the master and special servicers and has
expressed a willingness to continue to manage the properties until
such time the CMBS special servicer appoints a receiver.  The
Company has a practice of working collaboratively with lenders and
over the last year has completed a number of transactions that
achieved favorable results for all parties.

A copy of the Company's August 10 statement is available for free
at: http://researcharchives.com/t/s?4170

                   About Maguire Properties, Inc.

Maguire Properties, Inc. is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.  For more information on Maguire Properties, visit its
website at www.maguireproperties.com.


MAGUIRE PROPERTIES: Completes Sale at Park Place in Irvine, Calif.
------------------------------------------------------------------
Maguire Properties, Inc. (NYSE: MPG), on August 11 announced that
it has completed a deed in lieu transaction of Park Place I office
featuring 1.7 million square feet and the sale of certain parking
areas and development rights within the Park Place campus in
Irvine, California.

Proceeds from the sales were approximately $17.0 million and will
be used for general corporate purposes.

Nelson Rising, Maguire's President and Chief Executive Officer,
said, "We are extremely pleased with the swift and timely
execution of these transactions which represents another step in
our program of working cooperatively with lenders.  As previously
stated, the Company's Board of Directors approved a plan to
dispose of a number of identified assets including Park Place I.
The Company moved quickly with the lender to achieve a
satisfactory result for all parties."

                   About Maguire Properties, Inc.

Maguire Properties, Inc. is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.  For more information on Maguire Properties, visit its
website at www.maguireproperties.com.

As of June 30, 2009, assets total $4,392,301,000 against debts of
$4,866,253,000, for a stockholders' deficit of $473,952,000.
Net loss for three months ended June 30, 2009 was $428,608,000,
compared with a $112,726,000 net loss during the year-ago period.

The Company said, in its second quarter report on Form 10-Q, if it
is unable to refinance or repay its debt as it comes due and
maintain sufficient cash flow, its business will be adversely
affected, and it may be required to seek for bankruptcy
protection.


MANTIFF CHEYENNE: Court Okays Sale of Cheyenne Hotel
----------------------------------------------------
The Associated Press reports that the U.S. Bankruptcy Court for
the District of New Jersey has approved Mantiff Cheyenne
Hospitality, LLC's sale of the Ramada Hitching Post Inn to HCW
Hospitality for $3.7 million.

According to The AP, the Court gave Mantiff Cheyenne and Ramada
Hitching until August 31 to close the deal.

As of July 28, Ramada Hitching owed Fidelity Bank $4.3 million,
court documents say.

Farifield, New Jersey-based Mantiff Cheyenne Hospitality, LLC
purchased Cheyenne-based, three-star hotel Ramada Hitching Post
Inn in 2006, months after the hotel's longtime owner, Paul Smith,
died of cancer.  Mr. Smith had owned and operated the hotel since
1982, when he bought it from his parents.

Mantiff Cheyenne -- dba Ramada Hitching Post Inn, fka Best Western
Hitching Post Inn -- filed for Chapter 11 bankruptcy protection on
February 3, 2009 (Bankr. D. N.J. Case No. 09-12621).  Joseph J.
DiPasquale, Esq., at Trenk DiPasquale Webster Della Fera & Sodono
PC assists the company in its restructuring effort.  The Company
listed $4,828,347 in assets and $8,484,103 in debts.


MD MOODY: Taps Keller & Bolz and Blackburn as Special Counsels
--------------------------------------------------------------
M.D. Moody & Sons, Inc., and its debtor-affiliates ask the
Bankruptcy Court for the Middle District of Florida to employ
Keller & Bolz, LLP, and Blackburn & Company, L.C., as special
counsels.

Keller & Bolz will represent the Debtors in connection with the
prosecution of claims against Roland McLean, Robert Simmons and
Sky Construction & Engineering, Inc.

Dennis L. Blackburn at Blackburn & Company will represent the
Debtors in general corporate and tax matters.

The Debtors relate that they will ensure or minimize duplication
of legal services provided.

The Debtors also selected Huron Consulting Services, LLC, as their
financial advisor.

Blackburn & Company tells the Court that the firm's hourly rate
range from $190 to $300 and that Mr. Blackburn's hourly rate is
$300.

Keller & Bolz added that the firm is yet to file its fee
applications.

To the best of the Debtors' knowledge, Keller & Bolz and Blackburn
& Company are "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firms can be reached at:

     Keller & Bolz, LLP
     121 Majorca Avenue, Suite 200 (Coral Gables)
     Miami, FL 33134
     Tel: (305) 529-8500
     Fax: (305) 529-0228

     Blackburn & Company, L.C.
     Building 500, 5150 Belfort Road South
     Jacksonville, FL 32256
     Tel: (904) 296-7713
     Fax: (904) 296-7716
          (904) 493-0384

                   About M.D. Moody & Sons, Inc.

Jacksonville, Florida-based M.D. Moody & Sons, Inc., operates a
construction equipment distributing business.  The Company and its
affiliates filed for Chapter 11 on July 28, 2009 (Bankr. M.D. Fla.
Lead Case No. 09-06247.)  Richard R. Thames, Esq., at Stutsman
Thames & Markey, P.A., represents the Debtors in their
restructuring efforts.  In their petition, the Debtors said their
assets and debts both range from $10,000,001 to $50,000,000.


MD MOODY: U.S. Trustee Sets Meeting of Creditors for September 9
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in M.D. Moody & Sons, Inc.'s Chapter 11 case on Sept. 9, 2009, at
12:00 p.m.  The meeting will be held at First Floor, 300 North
Hogan St. Suite 1-200, Jacksonville, Florida.

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

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

Jacksonville, Florida-based M.D. Moody & Sons, Inc., operates a
construction equipment distributing business.  The Company and its
affiliates filed for Chapter 11 on July 28, 2009 (Bankr. M. D.
Fla. Lead Case No. 09-06247.)  Richard R. Thames, Esq. at Stutsman
Thames & Markey, P.A. represents the Debtors in their
restructuring efforts.  The Debtor also selected Keller & Bolz,
LLP, and Blackburn & Company, L.C., as special counsels.  In their
petition, the Debtors said their assets and debts both range from
$10,000,001 to $50,000,000.


MEGA MEDIA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mega Media Group, Inc.
        1122 Coney Island Avenue, Suite 205
        Brooklyn, NY 11230

Bankruptcy Case No.: 09-46811

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Echo Broadcasting Group Feller                     09-46813

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Bonnie Pollack, Esq.
                  Cullen & Dykman LLP
                  100 Quentin Roosevelt Boulevard
                  Garden City, NY 11530
                  Tel: (516) 296-9143
                  Fax: (516) 357-3792
                  Email: bpollack@cullenanddykman.com

                  Matthew G. Roseman, Esq.
                  Cullen & Dykman LLP
                  100 Quentin Roosevelt Boulevard
                  Garden City, NY 11530
                  Tel: (516) 296-9143

Total Assets: $180,000

Total Debts: $3,564,061

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

           http://bankrupt.com/misc/nyeb09-46811.pdf

The petition was signed by Aleksandr Shvarts, CEO of the Company.


MEMORIAL SERVICE: Receiver Files $600MM Insurance Fraud Suit
------------------------------------------------------------
The Special Deputy Receiver of the insolvent Lincoln Memorial Life
and Memorial Service Life Insurance Companies, along with the
country's participating life and health insurance guaranty
associations, which have been paying death benefits under
insurance policies issued by the two related life insurance
companies associated with National Prearranged Services, Inc., has
sued the former executives, lawyers, accountants, investment
advisors, and trustees of the pre-need funeral plan and life
insurance companies alleging the entire enterprise was more than a
$600 million racket supported by the malfeasance of former
management and their professional advisors.

Approximately 149,000 people in 47 states bought NPS pre-need
funeral contracts through their local funeral homes.  The vast
majority of the pre-need funeral contracts were purportedly backed
by life insurance policies issued by Lincoln Memorial and Memorial
Service.  Both Lincoln Memorial and Memorial Service were placed
in receivership in Texas along with NPS on May 14, 2008.  Among
its 27 claims for relief, the suit seeks treble and punitive
damages under the federal Racketeer Influenced and Corrupt
Organizations Act, the Lanham Act, and state consumer protection
acts.

Suit was filed Thursday in federal district court in St. Louis by
Reilly Pozner LLP, a Denver-based national trial firm whose
partners have successfully represented state insurance guaranty
associations in the past, most recently recovering $30 million
from a regional brokerage firm on their behalf.  That result
flowed from the liquidation of Midwest Life Insurance Company and
followed three successful jury trials in Colorado, Washington, and
Iowa, the latter a three-month trial over the failed annuity
provider.

Plaintiffs in the action include the National Organization of Life
and Health Insurance Guaranty Associations, various state guaranty
associations, including those of Missouri, Texas, and Illinois,
and the appointed Special Deputy Receiver of the three failed
companies, Donna J. Garrett.

Among the several dozen defendants are: NPS founder J. Douglas
Cassity, a disbarred lawyer and convicted felon, his wife and two
sons; Randall K. Sutton, NPS' former president; attorneys and
former NPS general counsel Howard A. Wittner and Katherine P.
Scannell and the law firm, Wittner, Spewak & Maylock; investment
advisor David Wulf and the investment advisory firm Wulf Bates &
Murphy; and banks which became involved as trustees, including
Bremen Bank & Trust Company, Marshall & Ilsley Trust Company,
Southwest Bank, Bank of America, and Comerica and American Stock
Transfer and Trust Co.

The 130-page complaint details years of systematic collusion,
conversion, and fraud -- the alleged looting of hundreds of
millions of funds. It can be viewed at:

   http://www.rplaw.com/pdf/NPS-Lincoln_Memorial_Complaint.pdf

To contact:

     Reilly Pozner LLP
     Dan Reilly, Esq.
     Tel: (303) 888-5748
     Larry Pozner, Esq.
     Tel: (303) 888-7063


MO'S BBQ: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Mo'S BBQ & Catering, L.P.
           dba MO'S BBQ
        15103 Margeson
        Houston, TX 77084

Bankruptcy Case No.: 09-35848

Chapter 11 Petition Date: August 7, 2009

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

Judge: Marvin Isgur

Debtor's 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: $500,001 to $1,000,000

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

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

The petition was signed by Charles E. Jackson.


METALDYNE CORP: MD Investors Wins Auction for All Assets
--------------------------------------------------------
The auction of substantially all of Metaldyne Corp.'s assets
concluded on August 6 and MD Investors Corporation, having
submitted the highest and best bid, was named the successful
bidder.

Metaldyne also had a hearing at which it sought approval of the
sale from the U.S. Bankruptcy Court for the Southern District of
New York.  A favorable ruling from the Court is anticipated this
week.  The sale would involve Metaldyne's Powertrain, Balance
Shaft Module, Tubular Products, and Chassis assets to MD
Investors.

MD Investors is a new company formed by a coalition of Metaldyne's
existing term lenders led by The Carlyle Group, a well-respected
private equity firm, and Solus Alternative Asset Management LP, an
SEC-registered investment advisor.

MD Investors has agreed to purchase most of the company's assets
under a 363 sale.  Under U.S. bankruptcy law, a 363 sale allows a
sale of assets on a going concern basis prior to confirmation of a
plan of reorganization where a good business reason exists.  The
sale is the result of a process commenced after the filing by
Metaldyne and its U.S. subsidiaries of voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code on May 27.

Under the terms of the parties' asset purchase agreement, MD
Investors will purchase the following assets:

  -- All of Metaldyne's Sintered Products, European Forgings and
     Vibration Controls Products operations located in Europe,
     Asia, Brazil, Mexico, and the United States

  -- Plants in Bluffton, Ind.; Litchfield, Mich., and, subject to
     Certain conditions, Twinsburg, Ohio

  -- Metaldyne's balance shaft module operations, which are
     located at Metaldyne's plants in Fremont, Ind., and
     Pyeongtaek, Korea

  -- Metaldyne's tubular products operations housed at Metaldyne's
     Hamburg, Mich., plant, which produces fabricated exhaust
     manifolds and other tube-formed products

  -- Metaldyne's' chassis operations in Edon, Ohio; Barcelona,
     Spain, Iztapalapa, Mexico, and subject to certain conditions,
     operations in Greensboro, N.C.

"We are very pleased Carlyle, Solus, and a group of our term
lenders have agreed to purchase substantially all of Metaldyne's
businesses," said Thomas A. Amato, chairman, president and CEO of
Metaldyne.  "It has always been our plan to divest our better
performing operations in connection with our overall Chapter 11
restructuring.  We believe the sale of these businesses as a going
concern represents the best way to continue to serve our customers
and preserve as many jobs as possible.

"We are also pleased Metaldyne is moving through the bankruptcy
process swiftly and on plan.  The highly competitive sale process
in this challenging market is a testament to the strength of our
businesses, technology and the commitment of our employees."

Under the purchase agreement, MD Investors is purchasing the
assets with a combination of cash, assumption of liabilities, a
"credit bid" and other forms of valuable consideration.  In
particular, MD Investors is paying approximately $40 million in
cash, assuming certain liabilities, including certain obligations
to Metaldyne's suppliers, and is credit bidding more than
$400 million of secured term debt.  MD Investors has also agreed
to provide various other forms of valuable consideration to
unsecured creditors.

The proposed sale transaction has the support of virtually all of
Metaldyne's stakeholders, including customers, other secured
lenders, the committee of unsecured creditors and, of course,
employees.  Metaldyne hopes to consummate the sale in the upcoming
weeks.

                 About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


MIRANT CORP: Appeal Resolved on Deal With Alliance Entities
-----------------------------------------------------------
Judge Terry R. Means of the U.S. District Court for the Northern
District of Texas, Fort Worth Division, ordered to close the
appeal of Alliance Energy Renewables and AER NY-GEN, LLC, to
Bankruptcy Court Judge Michael Lynn's order denying the Alliance
Entities' request to direct Mirant New York, Inc., to:

  (a) pay all costs and expenses of a lawsuit filed by Robert
      and June Barrett against Mirant NY-Gen, LLC, in the New
      York State Supreme Court, Sullivan County; and

  (b) pay all expenses incurred in a cross-claim asserted by
      Mirant NY-Gen, LLC, in a legal dispute arising from the
      Woodstone Companies' efforts to restrict access to a
      Toronto reservoir behind the Swinging Bridge hydro
      electric facility owned by Mirant NY-Gen.

Judge Means' decision was a result of an agreement-in-principle
reached by the Alliance Entities and Mirant NY-Gen.

                        About Mirant Corp.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.

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

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Fitch Ratings affirmed Mirant Corp. and its subsidiaries' Issuer
Default Ratings at 'B+'.  Fitch also affirmed the companies' other
existing ratings as shown in the list of rating actions at the end
of this release.  The Rating Outlook for MIR and each of its
listed subsidiaries remains Stable.

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MIRANT CORP: Castex Appeals Stay Denial Before Circuit Court
------------------------------------------------------------
Castex Energy, Inc., Castex Energy 1995 LP, Castex Energy 1996
LP, and LaTerre Co., Ltd., filed an interlocutory appeal to the
U.S. Court of Appeals for the Fifth Circuit from Judge Terry R.
Means' April 3, 2009, order denying the Castex Entities' motion
to stay or dismiss the case in favor of arbitration.

Castex Energy, Inc., is a privately owned, Houston-based oil and
gas exploration and production company.  Castex Energy, Inc., is
the managing general partner of each of the Castex entities and
operates the majority of the assets on behalf of each entity.

On June 14, 2001, Mirant Americas Energy Capital, LP, and Castex
executed a Purchase and Sale Agreement whereby MAEC agreed to
purchase 75% of Castex's rights, titles and interests in certain
oil and gas interests and lands located in Louisiana,
specifically in the parishes of Cameron, Terrebonne, Iberia,
Lafourche, Jefferson Davis and Vermilion; and Castex agreed to
transfer to MAEC 75% of the capital stock in Castex LaTerre,
Inc., for $198,750,000.  The transaction was completed on
August 31, 2001.

On October 16, 2002, Mirant Americas Production Company, Mirant
South Louisiana Production, LLC, and Mirant South Louisiana Fee,
LLC, on the one hand, and Castex 1995, LaTerre and Castex, on the
other hand, executed a Purchase and Sale Agreement.  Under the
2002 Agreement, MAPCO, MSLP and MSLF agreed to sell the Property
back to Castex 1995, LaTerre and Castex for $134,633,939.

The 2002 Agreement was completed on December 11, 2002.  As a
result of the Agreement, Castex reacquired its 75% interest.
Castex subsequently sold its 100% interest in that property in
December 2002 to Apache Corp. for $260,000,000, nearly double the
price paid for the 75% interest in the property sold under the
2002 Purchase Agreement.

In July 2005, the Mirant Entities filed an adversary proceeding
against the Castex Entities in the U.S. Bankruptcy Court for the
Northern District of Texas seeking to recover the deemed
fraudulent transfers from the Castex Entities.

In March 2007, the adversary proceeding was transferred to the
District Court after the Castex Entities moved to withdraw
reference to the District Court.  The Castex Entities filed a
request in the District Court to dismiss the case or stay the
proceeding pending arbitration.

Judge Means, in his April 2009 opinion, ruled that the Castex
Entities have substantially invoked the judicial process causing
prejudice to MCAR and have thereby waived their right to
arbitrate.

Judge Means noted, among others, that there does not appear to be
any dispute in the case over the existence or validity of the
agreement to arbitrate or whether the claims at issue fall within
the scope of the agreement.  Judge Means, however, ruled that the
Castex Entities waived their right to arbitrate by engaging in
significant litigation conduct and delaying for 27 months since
the adversary was filed and 18 months since the first amended
complaint was filed before demanding arbitration.

Judge Means further noted that the Castex Entities' attempts at
"reserving" their right to arbitrate in their answer and various
other filings, including in their motions to dismiss, demonstrate
that they have been fully aware of their right to arbitrate since
the outset of the litigation.  Use of the federal court system to
advance one's legal position only to seek to finish the suit in
arbitration when the suit could have proceeded to arbitration
immediately is not viewed with favor in this circuit, Judge Means
concluded.

                        About Mirant Corp.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on January 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on September 19, 2007.
Mirant Lovett emerged from bankruptcy on October 2, 2007.

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

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Fitch Ratings affirmed Mirant Corp. and its subsidiaries' Issuer
Default Ratings at 'B+'.  Fitch also affirmed the companies' other
existing ratings as shown in the list of rating actions at the end
of this release.  The Rating Outlook for MIR and each of its
listed subsidiaries remains Stable.

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MIRANT CORP: Court Approves Settlement With Southern Co. & PX
-------------------------------------------------------------
Mirant Corporation obtained from the Bankruptcy Court approval of
a settlement and release agreement, dated September 17, 2008, as
amended by the first Waiver to Settlement and Release Agreement
dated as of June 9, 2009, with MC Asset Recovery, LLC, The
California Power Exchange Corporation, and The Southern Company.

The settlement resolves a long-standing dispute among the
Debtors, the PX, and Southern relating to the reimbursement of
attorneys' fees and costs incurred by the PX in connection with
the Debtors' Chapter 11 cases.  The disputes are the subject of
an adversary complaint still pending before the Court.  The
Settlement Agreement, approved by the Federal Energy Regulatory
Commission, resolves the adversary proceeding and other disputes
between the parties.

PX filed Claims Nos. 6531 and 6540 asserting potential claims
with respect to the participation agreement entered into between
the PX and Mirant Americas Energy Marketing, L.P.  Southern
executed a guarantee in favor of the PX to secure MAEM's
obligations under the participation agreement.  Claim Nos. 6531
and 6540 include claims for attorneys' fees.

In 2005, Old Mirant, various of its subsidiaries, and the
Official Committee of Unsecured Creditors filed an adversary
proceeding against Southern.  MCAR substituted as the sole
plaintiff in that adversary proceeding.  Subsequently, the United
States District Court for the Northern District of Texas granted
motions filed by Southern requesting withdrawal of the reference
of the adversary proceeding from the Bankruptcy Court and
transfer of the proceeding to the United States District Court
for the Northern District of Georgia.  The removed and
transferred action became Case No. 06-0417, styled as MC Asset
Recovery LLC v. The Southern Company or the "Georgia Action".

In 2006, the PX demands that Southern pay $1,172,807 under the
Guarantees on account of legal fees incurred by the PX in
connection with MAEM's bankruptcy proceedings.

In 2007, Mirant commenced a separate adversary proceeding against
the PX seeking a judgment declaring that the PX's demand that
Southern pay the legal fees violates the California Settlement,
which was entered among Old Mirant and certain of its
subsidiaries, the California Attorney General, the California
Public Utilities Commission, the California Department of Water
Resources, the California Electricity Oversight Board, Pacific
Gas and Electric Company, Southern California Edison Company, San
Diego Gas & Electric Company and the Federal Energy Regulatory
Commission's Office of Market Oversight and Investigations.  The
California Settlement became effective on April 15, 2005.

The California Settlement led to the resolution of the PX's
Proofs of Claim.  To the extent the PX's Proofs of Claim were
filed on behalf of the parties to the California Settlement, they
were deemed duplicative and therefore resolved by the California
Settlement.  To the extent the PX's Proofs of Claim were asserted
on behalf of other PX market participants, they were transferred
to the real parties-in-interest and have been resolved. In full
satisfaction of its individual claims, the PX received an
administrative claim that has been paid.

Southern asserted a claim for indemnification against the Debtors
in the event that it is forced to pay the Fees pursuant to the PX
Guarantees.  Mirant and Southern both dispute that Southern is
obligated to pay any amounts to the PX under the PX Guarantees.
Mirant disputes its obligation to indemnify Southern.

To resolve the issues, on September 17, 2008, the Parties
executed the Settlement Agreement.  MCAR and Southern have agreed
to settle the Georgia Action, and implementation of that
settlement is expected to result in the dismissal of the Georgia
Action.

The terms of the Settlement Agreement are:

  (a) Southern will pay $300,000 to the PX in full and complete
      settlement and satisfaction of any and all claims of the
      PX under the PX Guarantees, including any claims for Fees.

  (b) The PX will release the PX Guarantees and return to
      Mirant the Cash Collateral of approximately $393, 086,
      which Cash Collateral will continue to accrue interest
      until returned to Mirant.

  (c) The originals of the PX Guarantees will be returned to
      Southern.

  (d) On the Effective Date, Southern will receive an allowed
      Class 3 Claim in the amount of $300,000 in full and
      complete satisfaction of any and all of the Debtors'
      obligations to indemnify and reimburse Southern on account
      of any payments made or to be made by Southern under the
      PX Guarantees.  The Southern PX Claims will be treated
      and satisfied under the terms and conditions set forth in
      the Plan.

  (e) The PX and Southern will release all claims against each
      other.

  (f) The Parties expressly acknowledge that the allowance of
      the Southern PX Claims will have no estoppel or res
      judicata effect that would impair or prevent (i)
      MCAR from asserting any of the claims asserted in the
      Georgia Action; (ii) Southern from defending against any
      of the claims asserted in the Georgia Action or asserting
      other claims against the Debtors or MCAR; or (iii) the
      Debtors or MCAR from objecting to any claim asserted by
      Southern against the Debtors or MCAR.

  (g) Mirant and the PX agree to act in good faith and use
      commercially reasonable efforts to cause the Bankruptcy
      Court to stay all proceedings relating to the Preliminary
      Injunction Motion and the Adversary Proceeding from the
      date that the Settlement Agreement is executed by each of
      the Parties through the date that the Preliminary
      Injunction Motion and the Adversary Proceeding are
      dismissed.

  (h) As soon as practicable following the Effective Date,
      Mirant will cause the Preliminary Injunction Motion to be
      withdrawn and the Adversary Proceeding to be
      dismissed, in each case, with prejudice.

                        About Mirant Corp.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.

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

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Fitch Ratings affirmed Mirant Corp. and its subsidiaries' Issuer
Default Ratings at 'B+'.  Fitch also affirmed the companies' other
existing ratings as shown in the list of rating actions at the end
of this release.  The Rating Outlook for MIR and each of its
listed subsidiaries remains Stable.

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MIRANT CORP: Final Decree Closing Ch. 11 Cases of MAEM, et al.
--------------------------------------------------------------
Judge D. Michael Lynn of the United States Bankruptcy Court for
the Northern District of Texas, Forth worth Division, ruled that
effective June 9, 2009, the Debtors' 11 Chapter 11 cases are
closed without prejudice to the rights of the New Mirant Entities
or any other party in interest to seek to reopen the cases for
good cause:

Debtor                                     Case No.
------                                     --------
Mirant Americas Energy Marketing, LP       03-46591
Mirant California, LLC                     03-46592
Mirant MD Ash Management, LLC              03-46621
Mirant Special Procurement, Inc.           03-46626
MLW Development, LLC                       03-46629
Mirant Americas, Inc.                      03-46634
Mint Farm Generation, LLC                  03-46593
Mirant Americas Procurement, Inc.          03-46642
Mirant Capital, Inc.                       03-46645
Mirant Chalk Point Development, LLC        03-46647
Mirant Dickerson Development, LLC          05-90365

                        About Mirant Corp.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on January 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on September 19, 2007.
Mirant Lovett emerged from bankruptcy on October 2, 2007.

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

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Fitch Ratings affirmed Mirant Corp. and its subsidiaries' Issuer
Default Ratings at 'B+'.  Fitch also affirmed the companies' other
existing ratings as shown in the list of rating actions at the end
of this release.  The Rating Outlook for MIR and each of its
listed subsidiaries remains Stable.

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MORGANS HOTEL: Wells Fargo & Wachovia-Led Lenders Relax Covenants
-----------------------------------------------------------------
Morgans Hotel Group Co. on August 5, 2009, successfully completed
an amendment to its existing line of credit.  Among other things,
the amendment:

     -- eliminates the corporate leverage test;

     -- reduces the corporate fixed charge coverage test to 0.90x
        from 1.75x;

     -- amends the borrowing base tests so that, among other
        changes, a minimum of 35% of appraised value on the New
        York properties securing the facilities will be available;
        and

     -- cleans up a variety of other provisions at the subsidiary
        level that could have triggered technical defaults.

The facility's size was reduced from $220 million to $125 million
and the full $125 million is currently available to be borrowed.

The Company believes that, without the amendment, it would have
had limited availability, if any, under the facility for the
remainder of the term.  Upon closing, the Company reduced its
outstanding borrowings under the facility to $23.9 million and has
roughly $11.1 million of outstanding letters of credit associated
with the facility.  The facility is secured by three of the
Company's hotels: Delano, Royalton and Morgans.  The interest rate
is LIBOR plus 3.75% with a LIBOR floor of 1.0% and the maturity is
October 5, 2011.

The facility is led by Wells Fargo/Wachovia.  Other lenders in the
facility include Citibank, Aareal, Bank of America, Allied Irish,
KBC Bank and Midfirst.

In June 2009, the $40 million non-recourse mortgage and mezzanine
loans at Mondrian Scottsdale matured and were not repaid.  MHG is
continuing to operate Mondrian Scottsdale and accruing interest.
MHG is discussing various options with the lenders.  MHG does not
intend to commit significant monies toward the repayment of the
loans or the funding of operating deficits.

The Mondrian South Beach joint venture's non-recourse mortgage and
mezzanine loans matured on August 1, 2009, and were not repaid by
the joint venture.  MHG is continuing to operate Mondrian South
Beach.  The joint venture is in discussion with the lender to
extend the maturity.

MHG estimates that its total future capital commitments for
development projects for the remainder of 2009 will be
approximately $13 million, primarily to fund the outstanding
letters of credit at Hard Rock.  With the re-launch of Mondrian
Los Angeles and Morgans in September 2008, all major renovation
projects have been completed and there are no significant deferred
capital expenditure requirements at our owned hotels.

Additionally, MHG intends to utilize its net operating losses of
approximately $100 million to offset future income, including
potential gains on the sale of assets or interest therein as part
of its long-term strategy to reduce its ownership interests in
hotels.

As of June 30, 2009, consolidated debt excluding the Clift lease
obligation was $776.5 million and cash and cash equivalents were
$165.2 million, which includes approximately $139.3 million MHG
had borrowed under its revolving credit facility.

                     About Morgans Hotel Group

Morgans Hotel Group Co. -- http://www.morganshotelgroup.com/--
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in Miami,
Mondrian in Los Angeles, Mondrian in Scottsdale and Mondrian in
South Beach, Clift in San Francisco, and Sanderson and St Martins
Lane in London.  MHG and an equity partner also own the Hard Rock
Hotel & Casino in Las Vegas and related assets.  MHG has other
property transactions in various stages of completion, including
projects in SoHo, New York; Las Vegas, Nevada; Palm Springs,
California; Boston, Massachusetts; and Dubai, UAE.


NATIONAL COAL: Lenders Foreclosed on Alabama Unit Capital Stock
---------------------------------------------------------------
National Coal of Alabama on July 21, 2009, defaulted on its
$60 million credit facility.  On August 3, 2009, the holders of
the 12% Notes due 2012 foreclosed on the outstanding capital stock
of NCA.

As a result, according to National Coal Corp., the entire debt
obligation in default of $64.3 million has been classified as a
current liability in National Coal Corp.'s balance sheet at
June 30, 2009.

National Coal Corp. acquired its Alabama operations in October
2007, financed principally through the issuance of $60 million in
12% Notes due 2012.

As of June 30, 2009, NCA accounted for roughly 56% of National
Coal Corp.'s debt and liabilities, roughly 39% of its consolidated
revenues for the six months then ended, and about 17% of its
December 2008 total reserves.

No creditor of NCA, including the holders of the 12% Notes due
2012, has any recourse to National Coal Corp. or its other
subsidiaries including NCC's Tennessee operating entities for any
liabilities of NCA, including liabilities arising under the credit
agreement.  Therefore, the operations of National Coal Corp. and
its other subsidiaries will continue independently of any actions
taken with respect to NCA and its assets.

                        About National Coal

Headquartered in Knoxville, Tenn., National Coal Corp. --
http://www.nationalcoal.com/-- through its wholly owned
subsidiary, National Coal Corporation, is engaged in coal mining
in East Tennessee.  Currently, National Coal employs about 325
people.  National Coal sells steam coal to electric utilities and
industrial companies in the Southeastern United States.


NATIONAL PREARRANGED: Former Execs, et al., Face $600MM Fraud Suit
------------------------------------------------------------------
The Special Deputy Receiver of the insolvent Lincoln Memorial Life
and Memorial Service Life Insurance Companies, along with the
country's participating life and health insurance guaranty
associations, which have been paying death benefits under
insurance policies issued by the two related life insurance
companies associated with National Prearranged Services, Inc., has
sued the former executives, lawyers, accountants, investment
advisors, and trustees of the pre-need funeral plan and life
insurance companies alleging the entire enterprise was more than a
$600 million racket supported by the malfeasance of former
management and their professional advisors.

Approximately 149,000 people in 47 states bought NPS pre-need
funeral contracts through their local funeral homes.  The vast
majority of the pre-need funeral contracts were purportedly backed
by life insurance policies issued by Lincoln Memorial and Memorial
Service.  Both Lincoln Memorial and Memorial Service were placed
in receivership in Texas along with NPS on May 14, 2008.  Among
its 27 claims for relief, the suit seeks treble and punitive
damages under the federal Racketeer Influenced and Corrupt
Organizations Act, the Lanham Act, and state consumer protection
acts.

Suit was filed Thursday in federal district court in St. Louis by
Reilly Pozner LLP, a Denver-based national trial firm whose
partners have successfully represented state insurance guaranty
associations in the past, most recently recovering $30 million
from a regional brokerage firm on their behalf.  That result
flowed from the liquidation of Midwest Life Insurance Company and
followed three successful jury trials in Colorado, Washington, and
Iowa, the latter a three-month trial over the failed annuity
provider.

Plaintiffs in the action include the National Organization of Life
and Health Insurance Guaranty Associations, various state guaranty
associations, including those of Missouri, Texas, and Illinois,
and the appointed Special Deputy Receiver of the three failed
companies, Donna J. Garrett.

Among the several dozen defendants are: NPS founder J. Douglas
Cassity, a disbarred lawyer and convicted felon, his wife and two
sons; Randall K. Sutton, NPS' former president; attorneys and
former NPS general counsel Howard A. Wittner and Katherine P.
Scannell and the law firm, Wittner, Spewak & Maylock; investment
advisor David Wulf and the investment advisory firm Wulf Bates &
Murphy; and banks which became involved as trustees, including
Bremen Bank & Trust Company, Marshall & Ilsley Trust Company,
Southwest Bank, Bank of America, and Comerica and American Stock
Transfer and Trust Co.

The 130-page complaint details years of systematic collusion,
conversion, and fraud -- the alleged looting of hundreds of
millions of funds. It can be viewed at:

   http://www.rplaw.com/pdf/NPS-Lincoln_Memorial_Complaint.pdf

To contact:

     Reilly Pozner LLP
     Dan Reilly, Esq.
     Tel: (303) 888-5748
     Larry Pozner, Esq.
     Tel: (303) 888-7063


NCI BUILDING: Moody's Downgrades Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of NCI Building
Systems, Inc., including its corporate family rating to B3 from B1
and the ratings of its senior secured credit facilities to B2 from
Ba3.  The ratings have been put under review for further
downgrade.

The downgrade reflects the weakness in non-residential
construction that is expected to persist throughout 2010, a
negative tangible net worth position (from having to write off the
bulk of its goodwill exposure during its 2009 first fiscal
quarter), credit metrics that are expected to be substantially
weaker than its historical performance for at least the next year,
and its heavy exposure to volatile raw material costs (principally
steel).  The company's ratings are supported by its leading
industry position in various niches of the engineered building
systems and metal components markets, its geographic and product
diversity, and the balanced mix of new construction, repair,
retrofit, and other end market uses.

The review for downgrade was driven by the continued delays that
NCI is experiencing in successfully addressing i) the replacement
of its now expired $125 million revolver, ii) the refinancing of
its $293 million (remaining balance) term loan due June 2010, iii)
the refunding of its $180 million convertible senior sub notes
that become putable in November 2009, and iv) the curing of its
debt leverage covenant defaults in its bank credit facility (that
have a current expiration date for the waiver of August 14, 2009).
While the company had nothing drawn under its revolver save for a
modest amount of letters of credit, which are now cash
collateralized, and has over $90 million of cash on hand, it will
require external funding to handle what amounts to a
recapitalization of its balance sheet as well as continued
forbearance on the part of its lending group.

Going forward, the ratings would be further stressed by NCI's
inability to reach agreement with its lenders, note holders, or
potential equity investor such that the November 15 put date for
the converts nears without all agreements in place.  In addition,
the ratings could be pressured by a continued deterioration in the
company's operating performance.  The ratings outlook could
stabilize if the outside equity investment were in fact made in
sufficient size as to permit the company to refund most or all of
the converts and to contribute towards a refinancing of the term
loan.  The outlook could also benefit from an improvement in NCI's
operating performance and a return to reasonably strong free cash
flow generation.

These ratings were affected:

* Corporate family rating lowered to B3 from B1

* Probability of default rating lowered to B3 from B1

* $293 million senior secured first lien term loan due June 2010
  lowered to B2 (LGD3, 37%) from Ba3 (LGD3, 39%)

The last rating action for NCI was on May 7, 2009, when the
corporate family rating was downgraded to B1.

NCI Building Systems, Inc., is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry.  In its fiscal 2008 ending November 2, 2008,
the company generated approximately $1.76 billion in revenues.


NEWPAGE CORP: Tender Offer Amendment Won't Move S&P's 'CC' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
NewPage Corp. (CC/Negative/--) are not immediately affected by the
coated-paper producer's announcement of an amendment to the terms
of its tender offer transaction.  NewPage and NP Investor LLC
(NPI), an affiliate of its controlling shareholder (Cerberus
Capital Management L.P.), have amended the terms of its previously
announced second-lien notes tender offer transaction to include
these provisions:

NewPage will not participate in the second-lien notes tender
offer.  It had previously planned to participate in an amount of
up to $130 million.

The maximum payment amount of the second-lien notes tender offer
has been reduced from $180 million to $50 million, all of which
will be funded by NPI.

NPI has waived the consummation of the proposed offering by
NewPage of $595 million new senior secured notes as a condition to
NPI's participation in the offer.  NewPage had initially planned
to use the proceeds from the new notes to reduce the outstanding
term loan balance by $425 million and finance its portion of the
second-lien notes tender offer.

NPI has extended the expiration time of the offer, previously
scheduled for August 11, 2009, to August 21, 2009, unless further
extended.

In addition, NPI has extended the expiration time of the tender
offers for NewPage's subordinated notes and holdco pay-in-kind
(PIK) notes, previously scheduled for August 11, 2009, to
August 14, 2009, unless further extended.

Standard & Poor's continues to view the tender offers as
tantamount to default because of the substantial discounts of the
tender offer price, as well as NewPage's vulnerable business risk
and highly leveraged financial risk profile due to a challenging
operating environment and high debt burden.  Upon completion of
the contemplated transactions, S&P will lower the corporate credit
rating to 'SD' (selective default) and the issue-level rating on
the second-lien notes and subordinated notes to 'D' (S&P does not
rate the PIK notes).  As soon as possible thereafter, S&P will
reassess the corporate credit rating and revise the issue ratings
based on S&P's postclosing recovery analysis.  S&P previously
expected that if the tender offers were completed as planned, S&P
would have raised the corporate credit rating to 'B-', the same
level as the previous rating.

However, S&P now believes the likelihood exists that the corporate
credit rating could be in the 'CCC' category, given the delay in
amending the bank credit facilities to eliminate near-term
covenant pressures on a timely basis and NewPage's ability to
successfully meet its debt service obligations that would rely on
a substantial moderation in sales volume declines recently
observed in the coated paper industry.


NIGHTHAWK TRANSPORT: NGP Does Not See Material Recovery on Claim
----------------------------------------------------------------
NGP Capital Resources Company says it does not expect a material
recovery on its claim against Nighthawk Transport I, LP.

In May 2009, Nighthawk Transport I, LP and its subsidiaries
defaulted under the terms of its senior credit facility.
Nighthawk was unable to restructure its obligations under the
senior credit facility and on July 10, 2009, filed a voluntary
petition under Chapter 7 of the United States Bankruptcy Code.
NGP Capital holds a 16.98% participation in a $109 million senior
secured, second lien facility for Nighthawk.  As of July 21, 2009,
the outstanding balance due to NGP Capital under the facility was
$14.5 million and as of June 30, 2009, NGP Capital recorded its
investment in Nighthawk at a fair value of zero.  NGP Capital is
pursuing its claims.

NGP Capital Resources Company is a closed-end, non-diversified
management investment company that has elected to be regulated as
a business development company under the Investment Company Act of
1940.  The Company's investment portfolio is principally invested
in energy related private companies.  From time to time, the
Company may also invest in public companies.  The Company invests
primarily in senior secured and mezzanine loans in furtherance of
its business plan and in some instances receives equity
investments in portfolio companies in connection with such
investments.  NGP Capital Resources Company is managed by NGP
Investment Advisor, LP, an affiliate of NGP Energy Capital
Management.  NGP Energy Capital Management, based in Irving,
Texas, is an investment firm with more than $9.3 billion of
cumulative capital under management since inception, serving all
sectors of the energy industry.


NORTEL NETWORKS: RIM Wants New Talks on Ericsson AB Sale
--------------------------------------------------------
Bloomberg News reported that Michael Lazaridis, co-chief executive
officer of Research in Motion Ltd., asked the Canadian government
to start new talks about the sale of Nortel Networks Corp. assets
to Ericsson AB, saying the transaction would deprive the country
of a vital technology.

RIM previously made a bid for other key asset of Nortel, but said
it was ignored by the Company.  Nortel said RIM refused to sign a
nondisclosure agreement that other bidders signed.  RIM, the
Canadian makers of the BlackBerry family of smartphones, that
stated it had been willing to offer $1.1 billion for Nortel's
wireless operations.  At the auction, MatlinPatterson Global
Advisors, a New York-based private equity firm, emerged the
winning bidder, with its $725 million for the wireless operations,
trumping an earlier bid from Nokia Siemens Networks.

As reported by the Troubled Company Reporter on July 29, 2009,
Nortel, at a joint hearing July 28, Nortel obtained orders from
the Ontario Superior Court of Justice and the U.S. Bankruptcy
Court for the District of Delaware approving the sale agreement
with Telefonaktiebolaget LM Ericsson for substantially all of
Nortel's CDMA business and LTE Access assets for a purchase
price of US$1.13 billion.  Under the asset sale agreement,
Ericsson will purchase substantially all of Nortel's CDMA business
which is the second largest supplier of CDMA infrastructure in the
world, and substantially all of Nortel's LTE Access assets giving
it a strong technology position in next generation wireless
networks.  Also as part of this agreement, a minimum of 2,500
Nortel employees supporting the CDMA and LTE Access business will
receive offers of employment from Ericsson.  The parties have not
yet closed the sale.

Alexandre Deslongchamps and Greg Quinn at Bloomberg notes hat the
sale to Ericcson included a license on patents for Nortel's long-
term evolution, or LTE, technology, which Nortel expects to become
a standard in North America, and which Mr. Lazaridis called a
"national treasure."

Stockholm-based Ericsson has rejected the idea of new talks over
the assets.  "No, we wouldn't" want new talks, Ericsson Canada
Inc. Chief Executive Officer Mark Henderson told reporters after
his testimony.  He told the legislators that Ericsson's
"commitment to Canada is strong and long lasting."

Executives Nortel, Ericcson and RIM attended an August 7 hearing
by the Canadian Government, which is now deciding whether to
formally review the sale.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Ernst & Young's July Monitor's Report
------------------------------------------------------
Ernst & Young Inc., as monitor of the proceedings commenced by
Nortel Networks Corporation and its four Canadian affiliates
under Canada's Companies' Creditors Arrangement Act, delivered to
the Ontario Superior Court of Justice its 16th Monitor Report on
July 24, 2009.

The Monitor Report provides updates on the Nortel companies'
consolidated cash position and liquidity as of July 11, 2009,
actual receipts and disbursements, cash flow forecast, among
other things.

The Monitor relates that as of July 11, 2009, the estimated
consolidated cash balance of Nortel Networks Corporation and its
subsidiaries was about $2.7 billion.  This consolidated cash
balance is held globally in various Nortel units and joint
ventures.

              Nortel Networks Corporation, et al.
                    Consolidated Cash Position
                       As of July 11, 2009
                          (in millions)

                       Gross               Unavailable Available
  Region                Cash  Restricted   Cash & JV's      Cash
  ------               -----  ----------  ------------  --------
NNL                      222         (35)           (6)      181
Other Canada              45         (24)            -        21


NNI                      698         (19)            -       679
NNI-Reserve MMF (ST/L T)  25           -           (25)        -
NGS                       51           -           (51)        -
Other US                   2           -             -         2
                      -----  ----------  ------------  --------
North America          1,043         (78)          (82)      883


NN UK Limited            330         (27)            -       303
Other EMEA Filed
Entities                429          (4)            -       425
JV-Netas                  66           -           (66)        -
EMEA non-filed entities   26           -             -        26
                      -----  ----------  ------------  --------
UK/Europe                851         (31)          (66)      754


Greater China            199          (2)            -       197
Other ASIAPAC (excl JVs) 195           -             -       195
LG Nortel                275           -          (275)        -
Other JVs                 36           -           (36)        -
                      -----  ----------  ------------  --------
ASIA                     705          (2)         (311)      392


NN CALA Inc.              59           -             -        59
CALA non-filed entities   52           -             -        52
                      -----  ----------  ------------  --------
CALA                     111           -             -       111
                      -----  ----------  ------------  --------
Total Treasury Cash    2,710        (111)         (459)    2,140
                      =====  ==========  ============  ========

As of July 11, 2009, North America had cash available for
operations and post-filing intercompany settlements of about $883
million compared to a gross cash position of about $1 billion.
Of this amount, approximately $202 million is held by Canadian
entities and approximately $681 million is held by U.S.
entities.

None of the Restricted Cash and Unavailable Cash of NNC and the
other CCAA Applicants is readily available to them.  Restricted
Cash relates primarily to:

-- $17 million of cash collateral posted by Nortel with respect
    to non-Export Development Canada performance bonds and
    letter of credit facilities;

-- $7 million of cash collateral posted with EDC for post-
    filing performance bonds;

-- $10 million related to cash collateral required to issue EDC
    performance bonds in exotic foreign currencies;

-- $10 million held in escrow to the benefit of the insurer
    related to the so-called "global class action;"

-- $4 million held for the benefit of the Health and Welfare
    Trust;

-- $1 million held in escrow with respect to a certain real
    estate lease; and

-- $10 million held in the Directors and Officers' Trust.

Unavailable Cash consists of $6 million deposited with financial
institutions for future potential letter of credit or performance
bonding requirements.  NNC is currently working with the
financial institutions to have these unavailable funds released.

Nortel Networks Inc.'s Restricted Cash includes the proceeds from
the sale of the Layer 4-7 Business of $18 million being held in
escrow by JPMorgan until an agreement is reached regarding the
allocation of those proceeds to various Nortel units, including
Nortel Networks Limited.  NNI's Unavailable Cash as of July 11,
2009 includes $25 million related to the Money Market Reserve
Primary Fund.  Since filing, an amount of $40 million has been
received from the MMF and a further $6 million is expected to be
received before the end of 2009.

NGS, a U.S. non-debtor entity, had cash of approximately $51
million for use in its own operations and for settlement of
intercompany transactions.

The U.K. administrators had cash available for operations and
post-filing intercompany settlements for NNUK and the other EMEA
Debtors of approximately $728 million.  The EMEA non-filed
entities had available cash of approximately $26 million, which
is expected to be used primarily to fund their in-country
operations and intercompany settlements.

NETAS, a joint venture in which Nortel owns a 53% interest, has
approximately $66 million of cash, of which $35 million
represents Nortel's proportionate share.  Nortel believes these
funds will continue to be used to fund NETAS' operations and
repatriation of those funds requires approval of the respective
joint venture partners.

Nortel entities in the APAC region have approximately
$392 million of cash available for operations and intercompany
settlements.  As a result of the regulatory regime in the
People's Republic of China, the funds in Greater China of
approximately $197 million are generally only available to fund
operations within China and intercompany settlements.  LG-Nortel
Co. Ltd. and other joint ventures Nortel participate in hold
about $311 million cash, of which $159 million represents
Nortel's proportional share.  Repatriation of those funds
Requires approval of the respective joint venture partners.

As of July 11, 2009, Nortel Networks (CALA) Inc.'s available cash
was $59 million.  On July 14, 2009, NCI, a U.S. domiciled entity,
filed a voluntary petition under Chapter 11 in a U.S. Bankruptcy
Court.  NCI's cash is available for its operations and post-
filing intercompany settlements.  NCI's cash as of the date of
filing was $56 million.  Its cash is not available, except under
circumstances to fund its non-debtor subsidiaries in the CALA
region.

The CALA non-filed entities have approximately $52 million of
cash generally available to fund their in-country operations and
inter-company settlements.

              Actual Receipts and Disbursements
                 from June 7 to July 11, 2009

The actual consolidated net cash inflow of the CCAA Applicants
for the period from June 7, 2009, to July 11, 2009, was
$79.2 million.

Actual net cash inflow exceeded the forecast by $34.3 million,
according to the Monitor.  Available Cash was impacted by a
negative permanent variance of $4.8 million as a result of an
unfavorable foreign exchange translation on Canadian dollar
denominated cash balances due to the depreciation of the Canadian
dollar relative to the U.S. dollar.

Unavailable Cash increased by approximately $1 million as a
portion of the cash collateral posted for non-EDC performance
bonds was reclassified from Restricted Cash to Unavailable Cash
as a result of decreased collateral requirements relating to the
maturity of certain of the underlying bonds.

Restricted Cash decreased by $6 million primarily as a result of
$1 million decrease related to the reduced collateral needed on
non-EDC performance bonds; $4.1 million decrease in the balance
of the Health & Welfare Trust; and the remaining decrease of
$0.9 million is related to the depreciation of the Canadian dollar
relative to the U.S. dollar, thereby negatively impacting the
Canadian dollar denominated Restricted Cash balances.

Since January 14, 2009, the CCAA Applicants have not advanced any
loans to other non-applicant Nortel entities.

               Cash Flow Forecast for the Period
                  July 12 to October 31, 2009

NNC and its subsidiaries, with the assistance of Ernst & Young,
prepared an updated 19-week cash flow forecast for the period
from July 12, 2009, to October 31, 2009.

The July 12 Forecast indicates that the CCAA Applicants will have
total receipts of $385 million, including $94 million pursuant to
the Interim Funding and Settlement Agreement or IFSA, and total
disbursements of $465 million resulting in a net cash outflow of
$80 million.

As of July 11, 2009, the CCAA Applicants have Available Cash
balances of approximately $202 million, excluding Restricted Cash
and Unavailable Cash of approximately $65 million.

The July 12 Forecast indicates the CCAA Applicants will
experience a negative cash flow of approximately $77 million
during the Forecast Period including receipts totaling
$94 million pursuant to the IFSA.

A full-text copy of the 16th Monitor Report is available without
charge at http://bankrupt.com/misc/Nortel16thMonitorReport.pdf

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH AMERICAN TECH: Deadline to Pay Interest Moved to Aug. 17
--------------------------------------------------------------
Opus 5949 LLC, an affiliate of Sammons VPC, Inc., which
beneficially owns greater than 69% of North American Technologies
Group, Inc.'s securities, entered into the Limited Waiver to
Construction Loan Agreement on July 31, 2009.

The Limited Waiver amends the Company's loan agreement with
respect to its promissory note in the principal amount of
$14,000,000.  The Construction Loan originally provided for a
10-year maturity and quarterly principal installments of $350,000
beginning July 1, 2005.  An amendment to the Construction Loan
note on July 24, 2007, resulted in the deferral of principal
installments, totaling $7,000,000, to July 25, 2010.  The
remaining balance will be paid in quarterly installments of
$350,000 starting October 2010 through February 15, 2015.

The Limited Waiver provided that the due date of the interest
payment that was originally due July 1, 2009, and extended to
July 31, 2009, is further extended to August 17, 2009.

                 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.

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.

                        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 AMERICAN TECH: Whitley Penn Replaces KBA as Accountants
-------------------------------------------------------------
The Audit Committee of North American Technologies Group, Inc.,
engaged the services of Whitley Penn, LLP to act as the Company's
independent registered public accounting firm for the fiscal year
ending September 27, 2009.  Whitley Penn, LLP replaces KBA Group
LLP.  The engagement of Whitley Penn, LLP is effective July 31,
2009.

The Company disclosed the resignation of KBA on July 29, 2009.
During the Company's two most recent fiscal years, and in the
subsequent interim period though July 31, 2009, neither the
Company nor anyone on its behalf consulted with Whitley Penn, LLP
regarding (i) 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 Whitley Penn, LLP did not provide either a written
report or oral advice to the Company that was an important factor
considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions, or a reportable event, as defined in Item
304(a)(1)(v) of Regulation S-K.

                 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.

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.

                        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.


NORTHWEST AIRLINES: Resolves DBS Aircraft Claims
------------------------------------------------
Northwest Airlines Inc. and its affiliates informed the Bankruptcy
Court and parties-in-interest that they have entered into a
stipulation with Deutsche Bank Securities, Inc., QVT Fund LP and
SPCP Group, L.L.C., as agent for Silver Point Capital Fund, L.P.,
and Silver Point Capital Offshore Fund, Ltd., resolving Proofs of
Claim Nos. 5904 and 5905 relating to aircraft N926RC and N986US.

As previously reported, ALG filed Claim No. 5904, demanding
$7,500,000 as a result of the Debtors' rejection of the N926RC
Lease; and Claim No. 5905, demanding $7,500,000 as a result of
the Debtors' rejection of the N986US Lease.

ALG Transportation, Inc. originally asserted the Claims, and
transferred them to Deutsche Bank Securities, Inc., which later
on partially transferred the Claims to the extent of $2,500,000
per Claim, to QVT Fund LP.

Pursuant to the Court-approved Claims Resolution Procedures, the
Stipulation will become effective without further Court order.

                    About Northwest Airlines

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

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

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

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

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


OCEAN 08 LLC: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ocean 08, LLC
        PO Box 1738
        North Hampton, NH 03862

Bankruptcy Case No.: 09-13030

Chapter 11 Petition Date: August 7, 2009

Debtor-affiliate filing separate Chapter 11 petition August 6,
2009:

        Entity                                     Case No.
        ------                                     --------
Brian Hayes                                        09-_____

Debtor-affiliate filing separate Chapter 11 petition July 30,
2009:

        Entity                                     Case No.
        ------                                     --------
BCH Lang Holding, LLC                              09-12851


Debtor-affiliate filing separate Chapter 11 petition April 7,
2009:

        Entity                                     Case No.
        ------                                     --------
120 Wakefield, LLC                                 09-11201

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

Judge: Mark W. Vaughn

Debtor's Counsel: William S. Gannon, Esq.
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  Email: bgannon@gannonlawfirm.com

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

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

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

           http://bankrupt.com/misc/nhb09-13030.pdf

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


OSCIENT PHARMACEUTICALS: Section 341(a) Meeting Set For August 20
-----------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in Oscient Pharmaceuticals Corporation's Chapter 11 case on
August 20, 2009, at 1:45 p.m.  The meeting will be held at Room
1190, U.S. Trustee Office, Thomas P. O'Neill, Jr., Federal
Building, 10 Causeway Street, Boston, Massachusetts.

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

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

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Company also has
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, Oscient's audited consolidated financial
statements reflected total assets of $174 million and total
liabilities of $255 million.

Oscient Pharmaceuticals together with an affiliate filed for
Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576).
Judge Henry J. Boroff presides over the case.  Charles A. Dale
III, Esq., at K&L Gates LLP, represents the Debtors.  The Debtors
also hired Ropes & Gray LLP as special litigation counsel, and
Broadpoint Capital Inc. as financial advisor.  In its petition,
Oscient listed assets ranging from $50,000,001 to $100,000,000,
and debts ranging from $100,000,001 to $500,000,000.


OSCIENT PHARMACEUTICALS: Taps Firms to Assist in Chapter 11 Case
----------------------------------------------------------------
Oscient Pharmaceuticals Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Massachusetts for
authorization to employ certain professionals to assist in the
Chapter 11 cases.

The Debtors propose to employ Broadpoint Capital, Inc. as
financial advisor; Ropes & Gray LLP as corporate & special
litigation counsel; and Garden City Group, Inc. as claims,
noticing, and balloting agent.

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Company also has
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, Oscient's audited consolidated financial
statements reflected total assets of $174 million and total
liabilities of $255 million.

Oscient Pharmaceuticals together with an affiliate filed for
Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576).
Judge Henry J. Boroff presides over the case.  Charles A. Dale
III, Esq., at K&L Gates LLP, represents the Debtors.  The Debtors
also hired Ropes & Gray LLP as special litigation counsel, and
Broadpoint Capital Inc. as financial advisor.  In its petition,
Oscient listed assets ranging from $50,000,001 to $100,000,000,
and debts ranging from $100,000,001 to $500,000,000.


PACISLATINO VILLAGES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pacislatino Villages, LLC
        428 S. Main St
        Milpitas, CA 95035

Case No.: 09-56552

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Chris D. Kuhner, Esq.
            Kornfield, Nyberg, Bendes and Kuhner
            1999 Harrison St. #2675
            Oakland, CA 94612
            Tel: (510) 763-1000
            Email: c.kuhner@kornfieldlaw.com

Total Assets: $18,507,752

Total Debts: $22,057,027

The petition was signed by Marie Le, the company's managing
member.

Debtor's List of 4 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
China Village, LLC                                    $2,835,912
c/o Lawrence A. Jacobson
Cohen and Jacobson, LLP
900 Veterans Blvd, Ste 600
Redwood City, CA 94063

JP Morgan Chase Bank           40460-40530 Albrae     $18,965,269
Attn Janet J. Scott            Street Commercial      ($18,266,752
400 E. Main St, 3rd Floor      Shopping Mall           secured)
Stockton, CA 95202

Alameda County Tax Collector   40460-40530 Albrae     $250,000
Donald R. White                Street Commercial      ($18,266,752
1221 Oak St, Rm 13             Shopping Mall           secured)
Oakland, CA 94612                                     ($18,965,269
                                                      senior lien)

Franchise Tax Board            LLC fees, penalties    $5,846
                               and interest


PENN NATIONAL: Moody's Assigns 'B1' Rating on $250 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Penn National
Gaming, Inc.'s proposed $250 million senior subordinated notes due
2019.  The company's Ba2 Corporate Family Rating, Ba2 Probability
of Default Rating, Ba2 senior secured bank loan rating, and B1
senior subordinated note rating were affirmed.  The rating outlook
is negative.

Proceeds from the proposed note offering will be used to refinance
all of the company's outstanding $200 million 6 7/8% senior
subordinated notes due 2011 and repay $40 million in term loan
borrowings.  The rating on the proposed notes is subject to the
receipt and review of the final terms and documentation.  The
rating on the 6 7/8% senior subordinated notes will be withdrawn
once the notes are fully redeemed.

Penn's Ba2 Corporate Family Rating considers its positive free
cash flow profile, geographic and cash flow diversification, and
substantial near-term financial flexibility resulting from the
2008 issuance of $1.25 billion in preferred equity.  Key concerns
include weak gaming demand throughout the U.S. and Moody's
expectation that Penn will eventually use its cash resources and
debt capacity to pursue acquisitions.  The B1 rating assigned to
the company's proposed senior subordinated notes -- two notches
lower than its Corporate Family Rating -- reflects the significant
amount of senior secured debt in the capital structure.

This rating was assigned:

* $250 million senior subordinated notes due 2019 at B1 (LGD 6,
  92%)

These ratings were affirmed (and LGD assessments revised):

* Corporate Family Rating at Ba2

* Probability of Default Rating at Ba2

* $750 million revolver expiring 2010 at Ba2 (LGD 3, 41% from LGD
  3, 42%)

* $325 million term A due 2011 at Ba2 (LGD 3, 41% from LGD 3, 42%)

* $1.65 billion term B due 2012 at Ba2 (LGD 3, 41% from LGD 3,
  42%)

* $200 million 6 7/8% guaranteed senior subordinated notes due
  2011 at B1 (LGD 5, 89%)

* $250 million 6 3/4% senior subordinated notes due 2015 at B1
  (LGD 6, 92% from LGD 6, 95%)

Moody's last rating action for Penn was on August 19, 2008, when
the company's ratings were confirmed and a negative rating outlook
was assigned.

Penn National Gaming, Inc., owns and operates nineteen gaming and
racing facilities in fourteen U.S. and one Canadian jurisdiction.
The company generates about $2.4 billion of annual net revenues.


PEQUOT CAPITAL: SEC Got 45 Tips on Possible Insider Trading
-----------------------------------------------------------
Kara Scannell at The Wall Street Journal reports that Mary
Schapiro, the U.S. Securities and Exchange Commission chairperson,
said in a letter dated July 14 to Sen. Chuck Grassley that since
2005, the agency had received about 45 referrals from self-
policing industry watchdogs related to Pequot Capital Management.

Pequot Capital closed in May 2009 amidst investigations on alleged
insider trading, The Journal states.  Ms. Schapiro's letter was
written in response to inquiries from the Iowa Republican, The
Journal states.

According to The Journal, Ms. Schapiro said that the SEC followed
up on all but one referral that was too old, without saying if the
tips resulted in new probes.  The Journal says that while the SEC
has been criticized for not aggressively pursuing tips and
complaints, there isn't any evidence suggesting that the SEC
mishandled the referrals.

The Journal reports that the SEC has been investigating Pequot
Capital on and off since 2005.  The agency reopened its
investigation into Pequot Capital late last year after new
information about trading in Microsoft Corp. stock became known.

Pequot Capital Management, Inc. -- https://www.pequotcap.com/ --
is a U.S. registered investment adviser founded in 1998 by Arthur
J. Samberg, Chairman and Chief Executive Officer, to manage the
Pequot Family of Funds, which began trading in 1986.  Pequot
Capital managed about $15 billion in 2001, making it one of the
largest hedge funds in the world.

As reported by the Troubled Company Reporter on May 29, 2009,
Pequot Capital founder Arthur Samberg said that he decided to
close the business, citing public disclosures about the continuing
investigation, which he claimed had "cast a cloud over the firm"
and had "become a source of personal distraction."


PINNACLE ENTERTAINMENT: S&P Downgrades Issue-Level Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Pinnacle Entertainment Inc.'s senior subordinated notes issues to
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for lenders in the event of a payment default, from '3'.  In
addition, S&P lowered its issue-level rating on these securities
to 'B' (one notch lower than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '5' recovery rating.  The issue-level ratings on Pinnacle's
8.25% and 7.50% subordinated notes were removed from CreditWatch,
where they were listed with negative implications on July 27,
2009.

The rating actions, which were previously discussed in S&P's
July 27 research report on Pinnacle, reflect the repurchase of
$125.465 million of the outstanding $135 million 8.75% senior
subordinated notes due 2013 and the expected repurchase of
$75 million of the outstanding 8.25% senior subordinated notes due
2012 with the proceeds from a recent $450 million 8.625% senior
unsecured notes offering.

                           Ratings List

                    Pinnacle Entertainment Inc.

           Corporate Credit Rating         B+/Stable/--

                         Downgraded

                   Pinnacle Entertainment Inc.

                                       To     From
                                       --     ----
       8.25% sr sub nts due 2012       B      B+/Watch Neg
         Recovery Rating               5      3
       7.50% sub nts due 2015          B      B+/Watch Neg
         Recovery Rating               5      3
       8.75% sr sub nts due 2013       B      B+
         Recovery Rating               5      3


PINNEY'S LOGGING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pinney's Logging, Inc.
        04226 Healey Road
        East Jordan, MI 49727

Bankruptcy Case No.: 09-09365

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Michael W. Donovan, Esq.
                  Donovan/Scott Law, PLC
                  2910 Lucerne Dr. SE, Suite 120
                  Grand Rapids, MI 49546
                  Tel: (877) 810-7890
                  Email: Donovan@mwdonovan.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/miwb09-09365.pdf

The petition was signed by Keith E. Pinney, owner of the Company.


PLAINFIELD APARTMENTS: Files for Bankruptcy in New Jersey
---------------------------------------------------------
Plainfield Apartments LLC has filed for Chapter 11 protection
before the U.S. Bankruptcy Court for the District of New Jersey.

According to Carla Main at Bloomberg, Plainfield listed real
property valued at $14 million.  The largest secured creditor is
Spencer Savings Bank, with a $17 million blanket mortgage --
$3 million of which is unsecured -- on all of Plainfield's
properties.  The largest unsecured creditor is Hess Corp., a fuel
supplier, to which the debtor owes $128,000.

Plainfield Apartments LLC is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 7 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Plainfield Apartments listed
estimated assets and debt of $10 million to $50 million in its
petition.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).


PLAINFIELD APARTMENTS: Case Summary & 19 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Plainfield Apartments, LLC
        128 East Seventh Street
        Plainfield, NJ 07060

Case No.: 09-30679

Chapter 11 Petition Date: August 7, 2009

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

Judge: Morris Stern

Debtor's Counsel: Richard D. Trenk, Esq.
            Trenk, DiPasquale, Webster,
            Della Fera & Sodono, P.C.
            347 Mt. Pleasant Avenue, Suite 300
            West Orange, NJ 07052
            Tel: (973) 243-8600
            Email: rtrenk@trenklawfirm.com

Total Assets: $14,181,853

Total Debts: $17,587,846

The petition was signed by David M. Connolly.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Hess Corporation               Fuel service           $128,712

PSE&G                          Utilities              $69,411

The Jayson Company             Utilities              $54,426

Elizabethtown Water Company    Water                  $50,038

Lentz Plumbing & Heating       Plumbing & Heating     $23,536

Hilltop Fuel                   Fuel service           $16,624

Gillmore Gillmore & Graham     Accounting Services    $7,401

AFA Protective Systems, Inc.   Security System        $6,639

AFCO                                                  $6,257

R.L. Landscape Contractors     Landscaping Services   $4,762

Louie's Carpet LLC             Carpet Service         $3,773

Corbett Exterminating, Inc.    Exterminating Services $3,116

Sherwin Williams                                      $2,577

Appliance Replacement, Inc.                           $1,710

Trans Electric, Inc.           Electric Service       $1,420

Levy, Ehrlich & Petriello                             $1,238

Pine Valley Tree Service       Tree Services          $1,070

Acme Windows                   Window Services        $401

USA Locksmiths                                        $398


PLAINS EXPLORATION: Moody's Affirms 'Ba3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Plains Exploration and
Production's ratings and retained a negative rating outlook.
PXP's ratings include a Ba3 Corporate Family Rating, Ba3
Probability of Default Rating, and B1 senior unsecured note
ratings (LGD 4; 65% from LGD 4; 67%).

This action follows PXP's announced $1.1 billion buyout of carried
interest future capital spending commitments in the Haynesville
Shale drilling and development joint venture with Chesapeake
Energy; its associated funding plan including raising
approximately $400 million equity; second quarter results; and a
review of PXP's business and funding plans for the remainder of
2009 and 2010.

The negative outlook reflects the ratings' dependence on
substantial improvement in underlying reserve replacement costs,
delivery of sound production growth going into 2010 commensurate
with capital spending, stronger oil prices, and leverage
reduction.  Moody's believe 2009 finding and development costs
will be very high due to the cost of the Chesapeake carried
interest during 2009 and then prepaying $1.1 billion of the
remaining burden later this year.  After netting out such costs to
estimate underlying conditions heading into 2010, normalized
reserve replacement costs will need to be competitive.

However, while the Haynesville buyout plan adds to already high
leverage it reduces bondholders' risk by adding a degree of
flexibility to the 2010 through 2012 capital program by reducing
mandatory spending as well as decreasing the amount by which PXP
was destined to overspend cash flow.  In effect, instead of
funding a $1.25 billion estimated remaining carried interest from
uncertain cash flow, PXP is pre-funding the obligation with
approximately $400 million of equity, a $150 million discount off
the original cost, balance sheet cash, and borrowings, which is
more favorable to bondholders Henceforth, PXP will fund only its
own direct costs within the JV.

The ratings are further supported by seasoned management; scale
still compatible with the ratings; sound liquidity and covenant
clearance; a long-lived base of California reserves needing low
levels of capital spending to sustain production; a so far
promising large Haynesville acreage position; and potentially
sizable asset monetization, including potential Gulf of Mexico
discoveries and prospects.  Key support for the ratings also comes
from price protection in the form of 2009 puts on 32,500
barrels/day at $55/barrel and 2010 puts at $55/barrel ($50 after a
$5/barrel deferred premium) on 40,000 barrels/day of oil
production as well as 2009 collars on 150,000 MMBtu of natural gas
production with a $10 floor and 2010 three-way collars on 85,000
MMBtu with a $6.12 floor and $4.64 limit.

After a series of proportionately large asset dispositions, joint
venture investments, deep horizon and deepwater Gulf of Mexico
exploration and development front end costs, hedge monetizations,
and debt and equity offerings; PXP carries substantial leverage in
advance of receiving commensurate production and cash flow back on
its capital outlays.  While PXP transformed to a continuing core
reliance on its stalwart California oil reserves, its promising
Haynesville natural gas play, and its high impact high risk deep
horizon and deep water Gulf of Mexico properties, the price
outlook is highly uncertain and the degree of commensurate
production response remains an inherent risk.

Important determinants of PXP's outlook and ratings will be
whether PXP substantially reduces its 2009 reserve replacement
costs, the quality of the underlying components of those metrics,
and production momentum going into 2010.  PXP posted very weak
drillbit reserve replacement rates, and unsustainably high
replacement costs during 2008.  Though this was mostly due to
major negative oil price-related reserve revisions at year-end
2008 and the $1.65 billion front-end outlay for the Haynesville
JV, net of those factors drillbit replacement costs were still
high, in the range of $30/boe.

Sequential quarter to quarter production during 2009 has been
fairly flat in spite of heavy capital spending and was achieved
with Haynesville and Flatrock production growth sufficient to
offset natural declines elsewhere.  While this trend is largely
due to the heavy front-end nature of the Gulf of Mexico spending
and the unproductive substantial outlays in the Haynesville for
Chesapeake's carried interest, PXP's ability to retain its debt
ratings requires 2010 production growth commensurate with its
capital outlays.  While leverage will rise with PXP's buyout of
the Chesapeake carried interest, future cash flow will be freed
from funding the heavy carried interest burden and instead target
productive reinvestment.

Leverage on proven developed reserves and on production is high
for the ratings, reflecting the 2008 front-end cost of buying into
50% of 20% of Chesapeake's Haynesville acreage, the related
carried interest costs, and heavy Gulf of Mexico capital outlays,
and will need to decline during 2010.  PXP's pro-forma leverage
(as adjusted per Moody's) on PD reserves and production
approximate $12/Boe and $30,900/Boe, respectively.  It is also
high on total proven reserves at just over $14/boe (Moody's
combines FAS 69 development capital spending with debt).  Leverage
on reported year-end 2009 reserves could decline if higher oil
prices remain significantly above the year-end 2008 levels used to
set the economic threshold of reserves.

Moody's last rating action for PXP was on March 3, 2009, at which
time Moody's assigned a B1 rating to its $500 million pending note
offering, affirmed its Ba3 Corporate Family Rating, Ba3
Probability of Default Rating, and B1 senior unsecured note
ratings.


PROTOSTAR LTD: Can Obtain $2MM of DIP Financing from Wells Fargo
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
ProtoStar Ltd., as borrower, and ProtoStar I Ltd., as guarantor,
permission, on an interim basis, (i) to borrow up to $2,000,000 in
senior secured super-priority financing from Wells Fargo Bank,
National Association, as administrative agent for itself and the
other DIP lenders, and to use cash collateral of the pre-petition
lenders, to finance the Debtors' operations and satisfy other
working capital and operational needs of the Debtors.

The DIP lenders are granted:

  a) a first priority senior security interest upon all pre- and
     post-petition property of ProtoStar I Ltd.

  b) a first priority senior priming security interest upon (x)(i)
     100% of the capital stock of ProtoStar I Ltd. owned by
     ProtoStar Ltd. and (ii) the Designated Account (as defined in
     the DIP Credit Agreement) and all cash contained therein and
     (y) all pre- and post-petition property of ProtoStar I
     Ltd.

  c) a security interest upon all pre-petition and post-petition
     property of ProtoStar Ltd.

The Debtors are also authorized to use the pre-petition lenders'
cash collateral.  As adequate protection, the pre-petition lenders
are granted, among other things, replacement and additional
security interests in the Senior Priority DIP Collateral for any
diminution in the value of their security interests in the pre-
petition collateral as of the petition date, a Section 507(b)
superpriority claim, and until the indefeasible payment in full of
the existing WC obligations, interest on the existing WC
obligations will accrue at the default rate of 18% as provided for
in the WC Facility.

The pre-petition lenders are the lenders under that Credit
Agreement (the "WC Facility"), dated as of March 28, 2007, and the
holders of the Convertible Senior Secured Notes due 2012 under
that certain indenture dated as of September 28, 2006.

As of the petition date, ProtoStar Ltd. and ProtoStar I Ltd. are
indebted to the WC Facility lenders in the aggregate amount of
$10,000,000 plus accured interest.  As of the petition date,
roughly $182,363,076 plus accrued interest is owed to the holders
of the Convertible Senior Secured Notes due 2012.

A final hearing to consider entry of a final order authorizing up
to $16,000,000 in post-petition financing from the DIP lenders on
a final basis is set for August 20, 2009, at 11:30 a.m.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between $100 million and $500 million each in assets and debts.
As of December 31, 2008, ProtoStar's consolidated financial
statements, which include non-debtor affiliates, showed total
assets of $463,000,000 against debts $528,000,000.


PROTOSTAR LTD: Proposes Sept. 23 Auction for PSI I's Assets
-----------------------------------------------------------
Photostar Ltd., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to: (a) authorize the sale of all or
substantially all of the assets of PhotoStar I Ltd., (b) approve
bidding procedures relating to the sale, and (c) to authorize the
payment of a break up fee and expense reimbursement of up to 3% of
the cash purchase price of the assets to the stalking horse bidder
in the event another party is the successful bidder at the
auction.

Under PS I's Debtor-In-Possession Credit Agreement with Wells
Fargo Bank, National Association, as administrative agent for
itself and the DIP lenders, the Debtors are required to file a
motion to establish procedures for the sale of all or subtantially
all of PS I's assets by August 3, 2009, hence this request.

The Debtors disclose that several potential buyers have expressed
interest in PS I's assets, but none of them was prepared to serve
as stalking horse bidder.

The assets to be sold include all real and personal, tangible and
intangible property and assets of PS I, and all proceeds, rents or
profits thereof, and all trade names, trademarks, copyrights, and
other intellectual property and license rights owned by PS I.

The Debtors ask the Court to schedule an auction sale for
September 23, 2009.  The Debtors have proposed a September 17
deadline for the submission of bids.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between $100 million and $500 million each in assets and debts.
As of December 31, 2008, ProtoStar's consolidated financial
statements, which include non-debtor affiliates, showed total
assets of $463,000,000 against debts of $528,000,000.


PROTOSTAR LTD: Submits Bid Procedures for Sale of PS II's Assets
----------------------------------------------------------------
Photostar Ltd., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to: (a) authorize the sale of all or
substantially all of the assets of PhotoStar II Ltd., (b) approve
bidding procedures relating to the sale, and (c) to authorize the
payment of a break up fee of up to 3% of the cash purchase price
of the assets and expense reimbursement of up to $500,000 to the
stalking horse bidder in the event another party is the successful
bidder at the auction.

Under PS II's senior secured superpriority DIP multiple draw term
loan agreement with the DIP lenders led by Credit Suisse,
Singapore Branch, as collateral agent, and Credit Suisse, Cayman
Islands Branch, as administrative agent, the Debtors are required
to file a motion to establish procedures for the sale of all or
subtantially all of PS II's assets by August 3,2009, thus this
request

The Debtors disclose that several potential buyers have expressed
interest in PS II's assets, but none of them was prepared to serve
as stalking horse bidder.

The assets to be sold include all real and personal, tangible and
intangible property and assets of PS II, and all proceeds, rents
or profits thereof, and all trade names, trademarks, copyrights,
and other intellectual property and license rights owne by PS II.

The Debtors ask the Court to schedule an auction sale for
September 23, 2009.  The Debtors have proposed a September 17
deadline for the submission of bids.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between $100 million and $500 million each in assets and debts.
As of December 31, 2008, ProtoStar's consolidated financial
statements, which include non-debtor affiliates, showed total
assets of $463,000,000 against debts of $528,000,000.


PROTOSTAR LTD: Taps UBS Securities as Investment Banker
-------------------------------------------------------
PhotoStar Ltd., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ UBS Securities LLC
as investment banker and financial advisor effective as of the
petition date.

UBS has agreed to provide necessary investment banking and
financial advisory services in connection with a possible
restructuring of ProtoStar's existing obligations and/or the
sale, merger or other disposition of all or a portion of
ProtoStar's assets.

As compensation, UBS will charge these fees:

  a. A monthly cash advisory fee of (i) $87,500 per month for the
     first four (4) monthly periods, (ii) $125,000 per month for
     the subsequent four (4) monthly periods and (iii) $175,000
     per month thereafter.

  b. A transaction fee equal to $3,250,000.

  c. A DIP Financing Fee equal to $750,000 for any DIP Financing
     in excess of $25,000,000 raised by UBS from lenders other
     than PhotoStar's existing lenders.  Any DIP Financing Fee
     will be credited, to the extent actually paid, against the
     Restructuring Transaction Fee.

  d. A Sale Transaction Fee is payable promptly at the closing of
     a Sale Transaction, in accordance with an agreed schedule.

Doug Lane, a managing director at UBS, tells the Court that the
firm does not hold or represent any interest materially adverse to
the Debtors, and that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between $100 million and $500 million each in assets and debts.
As of December 31, 2008, ProtoStar's consolidated financial
statements, which include non-debtor affiliates, showed total
assets of $463,000,000 against debts of $528,000,000.


PSYSTAR CORP: Gets Dismissal of Chapter 11 Bankruptcy Case
----------------------------------------------------------
Jeff Gamet at TMO Scoop reports that the U.S. Bankruptcy Court for
the Southern District of Florida has granted Psystar Corp.'s
motion to dismiss its Chapter 11 bankruptcy case.

As reported by the Troubled Company Reporter on July 8, 2009,
Psystar filed a motion to voluntarily dismiss its Chapter 11 case,
claiming that filing financial reports with the Court would be too
costly while the Company has to proceed with the suit with Apple.
The Company failed to come to an agreement with its legal firm,
Carr & Ferrell, the cost of Chapter 11.  Psystar owes Carr &
Ferrell more than $86,000.  Psystar doesn't plan to file for
Chapter 7, which would effectively end the Company, Zdnet.com
says.

Psystar hired Camara & Sibley to replace Carr & Farrell, TMO Scoop
states.

The Court said that if Psystar files for Chapter 7 bankruptcy
protection, Apple's lawsuit against the Company in California
won't be subject to an automatic stay, TMO Scoop relates.
According to the report, the Court blocked Psystar from filing for
Chapter 11 bankruptcy protection for six months and Judge Robert
Mark, who's overseeing Psystar's bankruptcy case, is maintaining
jurisdiction over the case so he can enforce the terms of his
order, the report states.

"What this means is that Psystar won't be able to use either
Chapters 11 or 7 of the Bankruptcy Code to avoid trial in Judge
Alsup's court, for if at the conclusion of six months proceedings
are still going forward in Judge Alsup's court, I am certain that
Judge Mark will not allow Psystar the protection of the Automatic
Stay, should it file another Chapter 11 case," The Mac Observer
quoted an attorney familiar with the case as saying.

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


RATHGIBSON INC: Wins Final Approval of $80MM DIP Financing
----------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware granted final approval to RathGibson Inc.'s
request to borrow as much as $80 million to help fund its Chapter
11 case, Michael Bathon at Bloomberg News said.  Judge Sontchi
approved the debtor-in-possession financing provided by affiliates
of Wayzata Investment Partners LLC, Eaton Vance Corp. and
BlackRock Inc. at a hearing on August 11.

RathGibson filed a proposed plan of reorganization that provides
for holders of allowed general unsecured creditors to be
unimpaired and paid in full on undisputed amounts owed prior to
the bankruptcy filing.  The plan has the unanimous support of the
Company's prepetition secured lender, Boards of Directors, and the
management leadership of the Company, as well as certain key
noteholders.  The plan, if consummated, will result in
significantly reducing the Company's debt burden.  The Chapter 11
filing marks an important step in RathGibson's ongoing efforts to
position the Company for long-term success.

Based in Lincolnshire, Illinois, RathGibson --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  The petition says that Rathgibson has assets and debts
of $100 million to $500 million.


RB&J MATERIALS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RB&J Materials LLC
        4231 Oklahoma Ave, Suite A
        Woodward, OK 73801

Bankruptcy Case No.: 09-14355

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtor's Counsel: Mark B. Toffoli, Esq.
                  Andrews Davis
                  100 North Broadway, Suite 3300
                  Oklahoma City, OK 73102
                  Tel: (405) 235-8776
                  Email: mtoffoli@andrewsdavis.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/okwb09-14355.pdf

The petition was signed by Robert L. Drake, member of the Company.


RED RIVER ENERGY: Controlling Shareholders Have Duties
------------------------------------------------------
WestLaw reports that a defunct corporation that, as of the date of
the filing of an involuntary Chapter 7 petition against it, no
longer had any officers, board members, trustees, controlling
bodies, or "other persons in control," could look only to its
controlling shareholders for a representative to carry out its
obligations under the Code.  The controlling shareholders were the
only entities identified in Bankruptcy Rule 9001(5), dealing with
the appointment of a representative for corporate debtors, with
whom the debtor had any remaining ties when the bankruptcy
petition was filed.  A bankruptcy judge in Texas held that, in
order to be appointed as a representative of a corporate debtor
under the Rule, an entity must have ties to the debtor at the time
the bankruptcy petition is filed.  In re Red River Energy, Inc., -
-- B.R. ----, 2009 WL 1867695 (Bankr. S.D. Tex.).

On September 12, 2008, C & L Services, L.P.; Tommy's Machine
Works, Inc.; Rifle Hospitality, L.L.C.; and Jeffrey Davis filed an
involuntary Chapter 7 petition (Bankr. S.D. Tex. Case No. 08-
36021) against the Red River Energy, Inc.  On January 13, 2009,
the Bankruptcy Court entered an order for relief.  On January 14,
2009, Ben B. Floyd was appointed to serve as the Chapter 7 Trustee
for this case.   On March 9, 2009, the Trustee filed a pleading
entitled "Motion to Designate Crestview Capital Master, LLC and
Rubicon Master Fund as the Entities Responsible to Discharge
Duties of the Debtor Under Federal Rule of Bankruptcy Procedure
9001(5)".  On March 17, 2009, Rubicon and Crestview filed their
Objection to the Motion.  Court records indicate that nearly
$4 million was transferred to insiders within the one-year period
prior to the Petition Date, and nearly $13 million was transferred
outside the ordinary course of business within the two-year period
prior to the Petition Date.


RICH CAPITOL: Can Access Wachovia's Cash Collateral on Interim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Rich Capitol LLC to use, on an interim basis, cash
collateral of Wachovia Bank N.A. to pay the ordinary and necessary
operating expenses of its business pursuant to the budget.

As adequate protection for any diminution in value of the lender's
cash collateral, the Debtor grants Wachovia valid and effective
replacement security interests in and liens on all its property.
By Aug. 20, 2009, the Debtor will pay to Wachovia the sum of
$78,000, which amount will be applied by Wachovia as follows: (i)
$41,000 toward principal under the loan documents; and (ii)
$37,000 for interest.  In addition, the Debtor will pay to
Wachovia the sum of $21,250 per month for tax escrow.

On Nov. 20, 2006, the Debtor executed and delivered to Wachovia, a
promissory note in the principal amount of $20,750,000, and a
maturity date of Nov. 19, 2010 for construction of an apartment
complex known as Capital Walk.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?4167

Headquartered in Boca Raton, Florida, Rich Capitol, LLC, aka
Capital Walk Apartments, operates an investment firm.  The Company
filed for Chapter 11 on July 28, 2009 (Bankr. S. D. Fla. Case No.
09-25422).  Heather L. Harmon, Esq., represents the Debtors in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


RICH CAPITOL: Wachovia Wants Court to Appoint Chapter 11 Trustee
----------------------------------------------------------------
Wachovia Bank N.A., a creditor of Rich Capitol LLC, asks the U.S.
Bankruptcy Court for the Southern District of Florida to appoint a
Chapter 11 trustee for the Debtor's bankruptcy case.

According to Wachovia, the principals of the Debtor have
demonstrated, by the totality of their conduct, that they should
not be permitted to act as fiduciaries for the Debtor including
their failure to comply with an order of the U.S. District Court
for the Northern District of Florida.  Wachovia asserts that they
have engaged in the wrongful diversion of the proceeds of rents
and security deposit monies to, among other places, entities
controlled by them which have no connection to the mortgage
property including, Rich Properties LLC and Richbuilt Construction
LLC.

Wahovia says it is clearly obvious at this time that the person
operating the Debtor are, at best, incompetent or are grossly
mismanaging the affairs of the Debtor.

Ruden, McClosky, Smith, Schuster & Russell, P.A., represents
Wachovia.

Headquartered in Boca Raton, Florida, Rich Capitol, LLC, aka
Capital Walk Apartments, operates an investment firm.  The Company
filed for Chapter 11 on July 28, 2009 (Bankr. S. D. Fla. Case No.
09-25422).  Heather L. Harmon, Esq., represents the Debtors in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


RICH CAPITOL: Taps Genovese Joblove as Counsel
----------------------------------------------
Rich Capitol LLC, dba Capital Walk Apartments, asks the U.S.
Bankruptcy Court for the Southern District of Florida for
permission to employ Genovese Joblove & Battista PA as its
counsel.

Among other things, the firm is expected to:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest and advise and
      consult on the conduct of the case, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

   c) advise the Debtor in connection with any contemplated sales
      of assets or business combinations, including the
      negotiation of sales promotion, liquidation, stock purchase,
      merger or joint venture agreements, formulate and implement
      bidding procedures, evaluate competing offers, draft
      appropriate corporate documents with respect to the proposed
      sales, and counsel the Debtor in connection with the closing
      of such sales;

   d) advise the Debtor in connection with post-petition financing
      and cash collateral arrangements, provide advice and counsel
      with respect to prepetition financing arrangements, and
      provide advice to the Debtor in connection with financing
      and capital structure, and negotiate and draft documents
      relating thereto; and

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

According to the motion, the firm will seek compensation for the
services of each attorney and paraprofessional acting on behalf of
the Debtor in this case at the then-current rate charged for the
services.

The Debtor assures the Court that the firm is a "disinterested
persons" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Boca Raton, Florida, Rich Capitol, LLC, aka
Capital Walk Apartments, operates an investment firm.  The Company
filed for Chapter 11 on July 28, 2009 (Bankr. S. D. Fla. Case No.
09-25422).  Heather L. Harmon, Esq., represents the Debtors in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


RICHARD KAY: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Richard B. Kay, Jr.
        3874 Harrington Road
        Gainesville, GA 30507

Bankruptcy Case No.: 09-23282

Chapter 11 Petition Date: August 10, 2009

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

Debtor's Counsel: Ernest V. Harris, Esq.
                  Harris & Liken, L.L.P.
                  PO Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  Email: ehlaw@bellsouth.net

Total Assets: $2,339,650

Total Debts: $1,891,600

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

             http://bankrupt.com/misc/ganb09-23282.pdf

The petition was signed by Richard B. Kay, Jr.


RJ PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: RJ Properties, LLC
        100 TGK Circle
        Rockledge, FL 32955

Bankruptcy Case No.: 09-11598

Chapter 11 Petition Date: August 7, 2009

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

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.com

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

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

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

The petition was signed by James T. Murfin, managing member of the
Company.


RIVER OAKS: Can Hire Mitchell & Culp as Attorneys
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized River Oaks Landing Development LLC to employ
Mitchell & Culp PLLC as its attorney.

The firm has agreed to provide the Debtor legal advice with
respect to its powers and duties as debtor-in-possession in the
continued operation of its business and management of its
property; represent debtor in lawsuits now pending against
The Debtor; and perform all other legal services.

Papers filed with the Court did not show the firm's compensation
rates.

The Debtor assured the Court that the firm represents no interest
adverse to debtor as debtor-in-possession or the estate.

Richmond, Virginia-based River Oaks Landing Development, LLC,
filed for Chapter 11 on July 27, 2009 (Bankr. W. D. N.C. Case No.
09-51073).  Richard M. Mitchell, Esq., at Mitchell & Culp, PLLC,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $100,001 to $500,000 in debts.


RONSON CORP: Lender Wants Asset Sale by Sept 30; Forbearance Moved
------------------------------------------------------------------
Ronson Corporation and its wholly owned subsidiaries, Ronson
Aviation, Inc., Ronson Consumer Products Corporation and Ronson
Corporation of Canada Ltd., further extended its forbearance
agreement with their principal lender, Wells Fargo Bank, National
Association.

Wells Fargo has agreed not to assert existing events of default
under the Borrowers' credit facilities with Wells Fargo through
November 30, 2009, or such earlier date determined under the
Forbearance Agreement.  Among other reasons, Wells Fargo may
terminate the moratorium if, prior to September 30, 2009, the
Company is not party to definitive asset sale agreements, without
financing contingencies, covering its consumer products and
aviation divisions, respectively.

The amendment to the Forbearance Agreement also increases the
amount of advances which Wells Fargo will extend under the
Company's maximum revolving credit line from $2,500,000 to
$3,000,000 and increases the maximum overadvance facility from
$750,000 to $1,000,000.  The $450,000 forbearance fee, which will
be charged as an advance at the end of the moratorium, has been
increased to $500,000.

As reported by the Troubled Company Reporter, the Company on
July 22, 2009, said it has executed a non-binding letter of intent
to sell substantially all of the assets of its wholly-owned
subsidiaries, Ronson Consumer Products and Ronson Corporation of
Canada as well as the related intellectual property owned by
Ronson Corporation, to a European manufacturer of pocket and
utility lighters.  Ronson Consumer Products manufactures and
markets packaged fuels and flints and lighters and torches.
Details and financial terms were not announced pending negotiation
of definitive documentation, which is subject, among other things,
to the satisfactory completion of the purchaser's due diligence
review of Ronson Consumer Products.  In addition to definitive
documentation, the consummation of the transaction would be
subject to final approval by the parties' boards of directors and
approval by the Company's shareholders, receipt of required third-
party consents and various other customary conditions.

The operations of Somerset, New Jersey-based Ronson Corporation
(Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- include its
wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation
in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd.,
and 3) Ronson Aviation, Inc.


RONSON CORP: Zippo Sues to Halt Sale of Consumer Products Unit
--------------------------------------------------------------
Ronson Corporation has been served with a lawsuit in the United
States District Court for the Western District of Pennsylvania by
Zippo Manufacturing Company regarding the Company's execution of a
non-binding letter of intent to sell substantially all of the
assets of its consumer products division.

In its complaint, Zippo claims that the Company breached alleged
obligations to Zippo by accepting the bid of another prospective
purchaser in lieu of Zippo's bid, and seeks to enjoin the Company
from negotiating the sale of its consumer products division with
any party other than Zippo.  Following the filing of Zippo's suit,
the prospective purchaser with whom the Company has been in
discussions has withdrawn its proposal. The Company believes that
Zippo's claims are wholly without merit and intends vigorously to
defend itself against the claims.

As reported by the Troubled Company Reporter, the Company on
July 22, 2009, said it has executed a non-binding letter of intent
to sell substantially all of the assets of its wholly-owned
subsidiaries, Ronson Consumer Products and Ronson Corporation of
Canada as well as the related intellectual property owned by
Ronson Corporation, to a European manufacturer of pocket and
utility lighters.  Ronson Consumer Products manufactures and
markets packaged fuels and flints and lighters and torches.
Details and financial terms were not announced pending negotiation
of definitive documentation, which is subject, among other things,
to the satisfactory completion of the purchaser's due diligence
review of Ronson Consumer Products.  In addition to definitive
documentation, the consummation of the transaction would be
subject to final approval by the parties' boards of directors and
approval by the Company's shareholders, receipt of required third-
party consents and various other customary conditions.

The operations of Somerset, New Jersey-based Ronson Corporation
(Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- include its
wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation
in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd.,
and 3) Ronson Aviation, Inc.


ROSS & LOGAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ross & Logan Industries, Inc.
        10817 New Kings Road
        Jacksonville, FL 32219

Bankruptcy Case No.: 09-06626

Chapter 11 Petition Date: August 7, 2009

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

Debtor's Counsel: Bradley R. Markey, Esq.
                  Stutsman, Thames & Markey P.A.
                  50 N Laura Street Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000
                  Fax: (904) 358-4001
                  Email: BRM@stmlaw.net

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

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

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

             http://bankrupt.com/misc/flmb09-06626.pdf

The petition was signed by Larry Brantley, president of the
Company.


SEMGROUP ENERGY: Has Going Concern Doubt Due to Semgroup LP Bankr.
------------------------------------------------------------------
SemGroup Energy Partners, L.P. was unable to file its Form 10-Q
for the period ended June 30, 2009 by the August 10, 2009 due
date.

SemGroup, L.P. and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware  on July 22, 2008.  None of the Partnership, its general
partner, the Partnership's subsidiaries nor the subsidiaries of
the general partner were party to the Bankruptcy Filings.

The Bankruptcy Filings and the events related thereto have had a
significant impact upon the Partnership's business and results of
operations and may in the future impact the Partnership in various
ways.  These items include, among others: (i) the reconstitution
of the Partnership's general partner's Board of Directors and
management in connection with a change of control that occurred in
July 2008, (ii) the events of default that were triggered under
our credit facility, the corresponding forbearance agreement and
amendments thereto and the Consent, Waiver and Amendment to Credit
Agreement, dated as of April 7, that the Partnership entered into
in order to waive such events of default, (iii) the uncertainty
relating to and the rebuilding of our business to provide services
to and derive revenues from third parties instead of relying upon
the Private Company for substantially all of our revenues, (iv)
the hiring of certain operational employees in connection with the
Settlement and the rejection of the Amended Omnibus Agreement, (v)
becoming a party to securities and other litigation as well as
governmental investigations, (vi) being delisted from the Nasdaq
Global Market, (vii) failing to make distributions for the second,
third and fourth quarters of 2008 and the first and second
quarters of 2009, and the expectation that we will not make a
distribution for the third quarter of 2009, (viii) experiencing
increased general and administrative expenses due to the costs
related to legal and financial advisors as well as other related
costs, (ix) experiencing increased interest expense as a result of
the forbearance agreement to the Partnership's credit facility
and amendments thereto, (x) the entering into definitive
documentation relating to the settlement of certain matters
between the Partnership and the Private Company, (xi) the entering
into leases and storage agreements with third party customers and
(xii) uncertainty related to future taxation as a result of the
transactions.

Due to the events related to the Bankruptcy Filings including
uncertainties relating to the Partnership's ability to comply with
covenants under the Partnership's credit facility, the
Partnership's exposure and sensitivity to interest rate risks
given the materiality of the Partnership's borrowings under its
credit facility, and uncertainties related to securities and other
litigation, the Partnership faces substantial doubt as to its
ability to continue as a going concern.

The Partnership's management and the Board are currently
evaluating the impact of these matters, including accounting for
the Settlement, on the financial statements.  The Partnership
expects to file its 10-Q for the quarter ended June 30, 2009 as
soon as is reasonably practicable after such evaluation has been
completed.

                About SemGroup Energy Partners LP

SemGroup Energy Partners, L.P. (Pink Sheets: SGLP.PK) is a
publicly traded master limited partnership with operations in 23
states.  It provides integrated terminalling, storage, processing,
gathering and transportation services for companies engaged in the
production, distribution and marketing of crude oil and liquid
asphalt cement.  It manages its operations through three operating
segments: (i) crude oil terminalling and storage services, (ii)
crude oil gathering and transportation services and (iii) asphalt
services.  It was formed in February 2007 as a Delaware master
limited partnership initially to own, operate and develop a
diversified portfolio of complementary midstream energy assets.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

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)


SEQUENOM INC: Posts $37.7MM Net Loss in Six Months Ended June 30
----------------------------------------------------------------
Sequenom, Inc., posted a net loss of $20.2 million for three
months ended June 30, 2009, compared with a net loss of
$9.7 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $37.7 million compared with a net loss of $18.3 million for the
same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $113.8 million, total liabilities of $26.3 million and
stockholders' equity of $87.5 million.

The Company related that as of June 30, 2009, cash, cash
equivalents and current marketable securities totalled
$63.6 million, compared to $98.3 million at December 31, 2008.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4168

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.


SONICBLUE INC: To Pay Lehman Brothers' $1.3MM Scheduled Claim
-------------------------------------------------------------
Lehman Brothers Holdings Inc., James Giddens, as trustee for the
liquidation proceedings of Lehman Brothers, Inc., and SONICblue
Incorporated, Diamond Multimedia Systems, Inc., ReplayTV, Inc.,
and Sensory Science Incorporated, ask the Court to approve a
stipulation providing that LBI will be entitled to receive
distributions on account of its Scheduled Claim in SONICblue's
bankruptcy cases.

SONICblue scheduled "Lehman Brothers" as holding a non-
contingent, undisputed, and liquidated claim in the SONICblue
Bankruptcy Proceeding of $1,327,188.

The stipulation further provides that LBI Trustee is authorized
to execute any document and take any other action necessary to
allow the SONICblue Plan Administrator to make distributions on
the Allowed Lehman Brothers Claim in accordance with the terms of
the stipulation.

The stipulation is also filed in the liquidation proceedings of
Lehman Brothers, Inc.

                      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)

                       About SONICblue Inc.

SONICblue Inc. is a consumer electronics company.  Prior to
January 2001, SONICblue's primary business was to supply graphics
and multimedia accelerator subsystems for personal computers.
SONICblue completed the acquisition of ReplayTV, Inc., a developer
of personal television technology, on August 1, 2001.  SONICblue
completed the acquisition of Sensory Science, a developer of
consumer electronics products, including dual deck videocassette
player/recorders and DVD players, on June 27, 2001.  Debtor
Diamond Multimedia Systems Inc. was an established PC original
equipment manufacturer and retail provider of communications and
home networking solutions, PC graphics and audio add-in boards and
digital audio players.

SONICblue Inc. and its debtor-affiliates filed for chapter 11
bankruptcy on March 21, 2003, before the U.S. Bankruptcy Court for
the Northern District of California (Lead Case No. 03-51775).  The
Debtors employed Pillsbury Winthrop Shaw Pittman LLP formerly
Pillsbury Winthrop LLP as their bankruptcy counsel.  Houlihan
Lokey Howard & Zukin Capital served as their financial advisors.

Early into the case, the U.S. Trustee appointed an official
creditors' committee in the case. On Oct. 4, 2007, the Bankruptcy
Court directed the U.S. Trustee to reconstitute the
Initial Creditors' Committee.

The Initial Creditors' Committee retained Levene, Neale, Bender,
Rankin & Brill LLP as bankruptcy counsel; and Alliant Partners, as
financial advisors.

On March 26, 2007, the Bankruptcy Court disqualified Pillsbury as
the Debtors' bankruptcy counsel and ordered the appointment of a
chapter 11 trustee for the Debtors.  On April 17, 2007, the Court
granted the U.S. Trustee's request to appoint Dennis J. Connolly,
Esq., as the Chapter 11 Trustee.

The U.S. Trustee appointed on October 23, 2007, a reconstituted
Creditors' Committee -- comprised of Korea Export Insurance
Corporation, Riverside Contracting LLC & Riverside Claims LLC,
Synnex K.K., TLI Holdings, Inc., Michelle Miller, and York Capital
Opportunity Fund.  York Capital Opportunity Fund was later
appointed Chair of the Reconstituted Creditors' Committee and
Synnex K.K. subsequently resigned as a member.

Grant T. Stein, Esq., at Alston & Bird LLP in Atlanta, Georgia;
and Cecily A. Dumas, Esq., at Friedman Dumas & Springwater LLP in
San Francisco, California, represent the Chapter 11 Trustee.
Grobstein Horwath serves as accountants to the Chapter 11 Trustee.
Aron M. Oliner, Esq., Mikel R. Bistrow, Esq., and Geoffrey A.
Heaton, Esq., at Duane Morris LLP, in San Francisco, represent the
Reconstituted Creditors' Committee.

The Troubled Company Reporter on October 27, 2008, reported the
Bankruptcy Court entered an order confirming SonicBlue's
liquidating plan.


SIX FLAGS: Has Investment In Federated Investor Inc.'s Fund
-----------------------------------------------------------
Six Flags Inc. and its affiliates inform the Bankruptcy Court and
the United States Trustee of their investment in Federal
Investors, Inc.'s Treasury Obligations Fund -- Institutional
Shares -- in compliance with Section 345 of the Bankruptcy Code
and Rule 4001-3 of the Local Rules of Bankruptcy Practice and
Procedures of the U.S. Bankruptcy Court for the District of
Delaware.

Eugene F. Maloney, Esq., executive vice president and corporate
counsel of Federated Investors, Inc., affirms the Debtors'
investment and states that the Treasury Obligations Fund:

  (a) invest exclusively in United States Treasury bills and
      United States Notes owned directly or through repurchase
      agreements;

  (b) has received the highest money market fund rating from a
      nationally recognized statistical rating organization,
      like Standard & Poor's or Moody's;

  (c) has agreed to redeem in cash, with payment being made no
      later than the business day following a redemption request
      by a shareholder, except in the event of an unscheduled
      closing of Federal Reserve Banks or the New York Stock
      Exchange; and

  (d) has adopted a policy that it will notify its shareholders
      60 days prior to any change in its investment or
      redemption.

A full-text copy of the September 30, 2008 prospectus of the
Federated Fund filed by Federated Investors, Inc., with the U.S.
Securities and Exchange Commission is available for free at:

      http://bankrupt.com/misc/SixF_FedFundProspectus.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).


SPANSION INC: Court Approves Key Employee Incentive Plan
--------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved Spansion Inc.'s Key Employee Incentive Plan.

Separately, the Debtors sought and obtained Judge Carey's
authority to make payments under the Approved Incentive Plans as
to the in-house lawyer who formerly acted as Assistant Secretary
of Spansion Inc., and Spansion LLC.  As previously reported, the
Court approved the Incentive Plans provided that no payments will
be made to the in-house lawyer, whom the Debtors did not name,
who acted as Assistant Secretary of Spansion Inc., and Spansion
LLC absent further order.  In a certification of counsel, the
Debtors inform the Court of that the in-house lawyer has
resigned, though she remains an employee of the Debtors.

The U.S. Trustee had no objection as to the request.

                The Key Executive Incentive Plan

To help ensure that the Debtors' senior executives properly are
motivated and incentivized to undertake the substantial efforts
that will be required of them during the Chapter 11 cases and to
compensate them in part for the loss of prepetition incentives
and other non-salary based compensation, the Debtors have created
KEIP.  The Debtors relate the KEIP is designed to provide certain
of their  senior executives with appropriate incentives to
motivate them to meet and exceed corporate needs and goals,
maximize the value of the Debtors' estates, perform key
restructuring functions, and work toward an expeditious
reorganization.

"Given the substantial experience and institutional knowledge of
the KEIP Participants, these individuals can help ensure that the
value of the Debtors' assets are maximized and that all
reorganization efforts go smoothly," Mr. Lastowski tells the
Court.

The KEIP is limited to eight of the Debtors' Executive Vice
Presidents and key officers who are critical to the success of
the Debtors' reorganization efforts.  KEIP Participants are not
eligible to participate in, or receive benefits from, any of the
Debtors' other incentive compensation programs.

These are the KEIP Participants:

   * Executive Vice President, MirrorBit NAND Program

   * Executive Vice President, Worldwide Sales & Marketing

   * Top Research & Development Executive

   * Executive Vice President, Embedded Solutions Group

   * Executive Vice President, Worldwide Operations

   * Corporate Vice President, Strategic Planning & Human
     Resources

   * Vice President, Legal

   * Chief Financial Officer.

Pursuant to the KEIP, the KEIP Participants are entitled to
incentive bonus payments upon the occurrence of specific
milestones.  The amount of each individual KEIP Payment depends
on the specific Milestone, the KEIP Participant's annual salary,
and whether a specified financial objective is achieved.  In the
event the objective for a particular Milestone has not been
achieved, the KEIP Participants will not receive a KEIP Payment
for that Milestone.

Milestone 1: Achievement of the first Milestone included in the
            KEIP is based upon whether the Debtors are able to
            meet (i) a specific cash balance Objective or (ii) a
            specific combined EBITDA Objective as of October 1,
            2009.  If both Objectives are achieved, each KEIP
            Participant is entitled to receive a payment equal
            to 35% of his or her annual salary.  If only one of
            the Objectives is achieved, each KEIP Participant is
            entitled to receive a payment equal to 17.5% of his
            or her annual salary.

Milestone 2: The second Milestone included in the KEIP is based
            upon whether the Debtors are able to meet a specific
            combined EBITDA Objective as of April 1, 2010.  If
            the Base Objective is achieved, each KEIP
            Participant is entitled to receive a payment equal
            to 35% of his or her annual salary on the later of
            April 1, 2010, and the date that is 30 days after
            confirmation of a plan of reorganization.  As an
            extra incentive, if the Debtors are able to meet a
            heightened EBITDA Objective as of April 1, 2010,
            each KEIP Participant is entitled to receive an
            additional payment equal to 30% of his or her annual
            salary.  In the event that the Base Objective is
            exceeded, but the Bonus Objective is not achieved,
            each KEIP Participant will be entitled to receive a
            commensurate percentage of the Upside Bonus.

The Debtors anticipate that in the event that each of the
Objectives is met, excluding the Bonus Objective, the costs to
the Debtors of the KEIP Payments is approximately $2,000,000.
Moreover, the Debtors note, if the Bonus Objective also is met,
the cost would be approximately an additional $800,000.  In
total, the projected cost of the KEIP, assuming all Objectives
are achieved, is approximately 0.94% of projected EBITDA (1.3% at
maximum bonus opportunity) and 0.69% of total payroll (0.99% at
maximum).

Participation under the KEIP will terminate upon retirement,
voluntary resignation, death or termination "for cause," and no
KEIP Payment will be made to a KEIP Participant following a
Termination Event.  If a KEIP Participant is terminated as a
result of a sale, job elimination or restructuring prior to the
occurrence of a Milestone, that KEIP Participant will be entitled
to receive a pro rata KEIP Payment if the associated Objective is
achieved.

The Debtors also obtained aprpoval for these incentive plans:

   * the Centurion Plan,
   * the Retention Bonuses,
   * the Sale Incentive Plan,
   * the Executive Management Board Award Program, and
   * the Spotlight Award Program.

                     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: Court OKs Randy Furr as Executive VP & CFO
--------------------------------------------------------
Spansion Inc. and its affiliates obtained the Bankruptcy Court's
authority to employ Randy Furr as their executive vice president
and chief financial officer, nunc pro tunc to June 29, 2009.

The Debtors will pay Mr. Furr an annual salary of $440,000.
Mr. Furr will also be eligible to participate in the Debtors' Key
Employee Incentive Plan, if and when the Plan is approved by the
Court.

A full-text copy of the Employment Agreement dated June 4, 2009
is available for free at:

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

In connection with Mr. Furr's appointment, Mr. Furr entered into
an employment offer letter with the Spansion Inc., pursuant to
which he is entitled to compensation of $36,667 per month.  Mr.
Furr may also:

  (i) receive comprehensive benefits, including medical, dental,
      life and disability coverage;

(ii) participate in the Company's 401(k) retirement savings
      plan; and

(iii) participate in any executive incentive plan that is
      adopted by the Company.

Prior to the hearing held July 23, 2009, the Debtors received
informal comments from the Office of the U.S. Trustee.  As a
result, the Debtors revised the proposed form of order to
provide, among other things, that any Key Employee Incentive Plan
payment to Mr. Furr will be determined based on an amount equal
to 75% of his annual salary rather than his entire annual salary.
Moreover, the Revised Proposed Order states that Mr. Furr's
Employment Agreement is not approved to the extent that it
provides for the right to payment of any severance to Mr. Furr
and, subject to further Court order, Mr. Furr will not have a
claim under Section 503 of the Bankruptcy Code for the payment of
any severance.

A hearing on the Motion and Employment Agreement to the extent
that it provides for the right or payment of any severance to
Mr. Furr will be held on September 1, 2009.

                     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: Gets Court Nod to Buy BALC Equipment for $6 Mil.
--------------------------------------------------------------
On September 30, 2005, Spansion LLC entered into a lease
agreement with Banc of America Leasing Capital, LLC pursuant to
which BALC agreed to lease to Spansion certain items of personal
property.

Schedule 2 of the Lease Agreement provides for the lease of
certain equipment by BALC to Spansion for $211,897 per month for
a period of 42 months, as amended.  Schedule 3 to the Lease
Agreement provides for the lease of certain equipment by BALC to
Spansion for $527,342 per month for a period of 42 months, as
amended.  Both Schedules 2 and 3 equipment will expire on
July 31, 2009.

Spansion has determined that it has no ongoing need for certain
of the equipment listed on Schedule 2.  Thus, Spansion sought and
obtained the Court's authority to purchase from BALC for
$6,730,000 the rest of the equipment listed on Schedule 2 and all
of the equipment listed on Schedule 3 needed for its business
operations going forward.

The Retained Equipment are:

Schedule  Equipment                           Purchase Price
--------  ---------                           --------------
   #2     Two Agilent Tester V5400              $475,000
   #3     ASML Lithography Twinscan XT1400E    6,255,000

The Debtors and BALC have agreed, among other things, that:

(a) if by August 5, 2009, there is not a final, non-appealable
     order of the Bankruptcy Court approving their stipulation,
     then Spansion and BALC will be deemed to have entered
     into a month-to-month lease for the Retained Equipment on
     the same terms and conditions as set forth in the Lease
     Agreement and Schedules 2 and 3, pending further order of
     the Court or resolution in favor of Spansion.  Any
     payments made will be credited against the Purchase Price
     if the transaction provided by the Stipulation is
     consummated.

(b) BALC waives any and all claims in connection with the
     Debtors' Chapter 11 cases relating to the Retained
     Equipment; and

(c) any taxes or other charges asserted by any person or
     governmental entity on account of the Retained Equipment
     will be the sole responsibility of the Debtors.

                     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: Stock Delisted by NASDAQ Effective July 20
--------------------------------------------------------
Spansion Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that the Nasdaq Stock
Market, Inc., has determined to remove from listing Spansion
common stock effective at the opening of the trading session last
July 20, 2009.  Based on a review of the information provided by
the Company, the Nasdaq Staff determined that Spansion no longer
qualified for listing on the Exchange pursuant to Listing Rules
5100, 5110(b), IM-5100-1, 5250(c)(1) and 5500.  Spansion said it
was notified of the Staff's determinations on March 4, 2009,
March 16, 2009, and April 16, 2009.

Spansion added that it has requested a review of the Staff's
determination before the Listing Qualifications Hearings Panel.
However, upon review of the information provided by Spansion, the
Panel determined that Spansion did not qualify for inclusion on
the Exchange based on its failure to comply with these Listing
Rules: 5100, 5110(b) IM-5100-1, 5250(c)(1) and 5500.

Spansion was notified of the Panel's decision on May 5, 2009
and trading in the Company's securities was suspended on May 7,
2009.  Spansion did not request a review of the Panel's decision
by the Nasdaq Listing and Hearing Review Council.  The Listing
Council did not call the matter for review.  The Panel's
Determination to delist the Company became final on June 19,
2009.

                     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.


SPRINT NEXTEL: Fitch Assigns 'BB' Rating on $500 Mil. Senior Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Sprint Nextel
Corporation's $500 million senior unsecured notes due August 2017.
The net proceeds will be used for general corporate purposes.  The
Outlook is Negative.

Sprint Nextel's ratings reflect the challenges that the company
has encountered while attempting to stabilize its operations as
well as the limited visibility into future operating trends.
Fitch believes the company will experience difficulties in
regaining its market share of postpaid subscribers, given the high
industry penetration rates, the low postpaid churn rates of its
national competitors, the weak economy and its competitive
position.  The ratings are supported by Sprint Nextel's liquidity
position, which is a strength of the company given its cash
position, current level of free cash flow and availability under
its credit facility.  Cash at the end of the second quarter of
2009 was $4.6 billion, free cash flow was $1.5 billion for the
first six months of the year and available liquidity under its
bank credit facility was $1.5 billion.

The high level of liquidity effectively addresses Sprint's sizable
near-term maturity profile, which includes $600 million due
January 2010, $750 million due June 2010, $1 billion of
outstanding credit facility debt due December 2010 and
$1.7 billion due January 2011.  In addition, Sprint will retire
all of the Virgin Mobile debt outstanding at the time of closing,
which is expected in the fourth quarter of 2009 or first quarter
of 2010.  At the end of March 31, 2009, outstanding debt net of
cash at Virgin Mobile was approximately $250 million.  Sprint
Nextel also has pension contribution payments required in 2009 in
the range of $100 to $200 million.  In May 2009, Sprint Nextel
repaid $600 million of maturing debt.

The notes will be issued under the Sprint Nextel 2006 indenture.
Consequently, the terms and conditions of the debt issuance are
similar to past debt offerings.  However, additional new terms of
these notes would potentially require Sprint Nextel to repurchase
the notes upon a change in control.  Sprint Nextel currently has
sufficient cushion under its maximum leverage covenant.  As of
June 30, 2009, the ratio was 3.1 times (x) compared to the
covenant of 4.25x.

Fitch continues to remain concerned with Sprint's operating
results.  While postpaid losses improved sequentially in the
second quarter of 2009, the magnitude of the postpaid subscriber
losses remains substantial as the company has averaged subscriber
losses of over one million for the past six quarters.  The weak
economy, Sprint's weak brand image and competitive environment
continue to create significant headwinds, which has negatively
impacted business churn and limited Sprint's ability to improve
gross additions.  Sprint's indication that further expected
improvement in postpaid performance will be gradual reflects the
challenging market conditions and creates uncertainty over the
level of future net addition improvement despite the benefits of
an upgraded device lineup.  Positively, while Boost unlimited
prepaid subscribers greatly exceeded Fitch's expectations and
provided a modest offset to the decline from non-Boost EBITDA, the
competitive environment has intensified for this market segment
due to the expansion of new competing products and aggressive
service plan pricing on enhanced calling features by other
carriers.  Consequently, future subscriber growth and
profitability could be challenging after the initial demand is met
from Boost's nationwide deployment.

While current subscriber trends are somewhat worse than Fitch's
initial expectations, the company's EBITDA generation remains in
line with Fitch's current forecast due in part to better stability
from expected ARPU and effective cost cutting measures.  Free cash
flow levels are substantially higher than initial expectations,
largely through lower capital spending.  Failure to substantially
reduce current postpaid subscriber trends and offset these losses
with profitable Boost unlimited subscribers will result in further
declines in revenue and operating cash flow that will negatively
impact FCF and ultimately liquidity.  Until Sprint Nextel shows
greater progress in stabilizing its operations, Fitch will
continue to assess these measures to determine whether further
rating actions are warranted.


SPRINT NEXTEL: Moody's Assigns 'Ba2' Rating on $1.3 Bil. Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Sprint
Nextel Corporation's proposed $1.3 billion senior unsecured notes
due 2017.  The company intends to use the proceeds for general
corporate purposes.  In conjunction with the rating action,
Moody's has affirmed the Company's Ba1 corporate family rating
with a negative outlook, along with the SGL-1 short term liquidity
assessment.

The new debt will not increase materially the company's leverage
(LTM Debt/EBITDA would rise by only 0.2x), but the offering
deviates somewhat from the Company's recent deleveraging trend.
At the same time, Moody's recognizes that the Company has
$6.0 billion in debt coming due over the next 18 months, including
$3.0 billion in outstandings and LC draws under the credit
facility.  Based on Moody's estimated free cash flow over this
period of over $2 billion combined with existing cash balances of
approximately $4.6 billion, Sprint would have the ability to cover
its maturities, but without significant cushion.  Consequently,
the rating agency views Sprint Nextel's debt offering as an
opportunistic transaction to enhance its liquidity position.

However, the company's ratings could come under pressure if
management does not continue to reduce the Company's debt,
especially in light of Moody's concerns about Sprint Nextel's
operating performance, specifically its continuing loss of high
value post paid subscribers.

Ratings actions include these:

Issuer: Sprint Nextel Corporation

  -- $1.3 billion new Senior Unsecured notes -- Assigned Ba2
     (LGD5-77%)

  -- Corporate Family Rating -- Affirmed Ba1

  -- Probability of Default Rating -- Affirmed Ba1

  -- Outlook is Negative

Moody's most recent rating action for Sprint Nextel was on
July 28, 2009.  At that time Moody's affirmed the Company's
ratings following the announcement of the planned acquisition of
Virgin Mobile.

Spring Nextel Corporation, with headquarters in Overland Park,
Kansas, is one of the largest telecommunications companies in the
United States.  It offers digital wireless services under the
Sprint master brand name in addition to a broad suite of wireline
communication services.  The company operates two wireless
networks, one based on CDMA technology and the other over the
former Nextel Communication's iDEN network.  As of 6/30/2009,
Sprint Nextel had approximately 48.8 million wireless customers,
including wholesale and affiliate subscribers.


STACEY CRANDALL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stacey M. Crandall
        2424 Meadowbrook Rd
        Sacramento, CA 95825

Bankruptcy Case No.: 09-36774

Chapter 11 Petition Date: August 7, 2009

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

Judge: Thomas Holman

Debtor's Counsel: Mitchell L. Abdallah, Esq.
                  980 9th St 16th Fl
                  Sacramento, CA 95814
                  Tel: (916) 446-1974

Total Assets: $1,430,770

Total Debts: $2,984,515

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/caeb09-36774.pdf

The petition was signed by Stacey M. Crandall.


STAGE COACH: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Stage Coach Venture LLC
        2487 Gloucester Way
        Riverside, CA 92506

Bankruptcy Case No.: 09-28134

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 W C St Ste 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245

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

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

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

            http://bankrupt.com/misc/cacb09-28134.pdf

The petition was signed by Kevin Tucker, managing member of the
Company.


STAMFORD INDUSTRIAL: Postpones Earnings Release & Conference Call
-----------------------------------------------------------------
Stamford Industrial Group, Inc., postponed the release of its
financial results for the three and six months ended June 30,
2009, and its conference call to review the results, which had
been scheduled for August 10, 2009 at 5:00 p.m., Eastern Daylight
Time.  No reason was provided.

The Company will hold a conference call to discuss its three and
six months ended June 30, 2009 financial results when such results
are released, which conference call will be announced in a
subsequent press release.

Stamford Industrial Group, Inc., is working to build a diversified
global industrial manufacturing group through organic and
acquisition growth initiatives that will complement and diversify
existing business lines.  Concord Steel, Inc., a wholly owned
subsidiary of Stamford Industrial Group, acquired in October 2006,
manufactures steel counter-weights and structural weldments that
are incorporated into a variety of industrial equipment, including
aerial work platforms, cranes, elevators and material handling
equipment.


STANT PARENT: Gets Court Approval for Garden City as Claims Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Stant Parent Corp. to employ Garden City Group, Inc., as claims
and noticing agent.

In a separate application, the Debtors ask for the Court's
authorization to employ Mesirow Financial Consulting LLC as
financial advisor.

Connersville, Indiana-based Stant Parent Corp. and its affiliates
filed for Chapter 11 on July 27, 2009 (Bank. D. Del. Lead Case No.
09-12647).  Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq.,
at Greenberg Traurig, LLP, represent the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $50,000,001 to $100,000,000.


STATION CASINOS: Continues Promotions & Employment
--------------------------------------------------
USAplayers.com reports that under the Boarding Pass program,
Station Casinos Inc. rewards players with free slot play and other
more material rewards that can range from free food to
entertainment.

According to USAplayers.com, the Boarding Pass program is the VIP
program in place by Station Casinos whose rewards can also range
from free food to entertainment and offer free play points from
playing with free play points being redeemed.  USAplayers.com says
that the rewards can be met by a multiplier, giving players an
immense amount of free play.  The rewards program will run
uninterrupted, the report states.

USAplayers.com relates that promotions and events -- including
free food, cheap vacations, and live entertainment -- that take
place through Stations Casinos will continue to move forward.
According to the report, shows and concerts are being planned for
the upcoming future and won't be canceled on accounts of Station
Casino's debtors.  There will also be no layoffs in the Company,
the report adds.

USAplayers.com quoted Station Casinos Chairman and CEO Frank J.
Fertitta III as saying, "The restructuring of our debt will
provide us with the financial flexibility necessary to meet the
challenges of the current economic environment."

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUNNY CORRAL: Files for Chapter 11 in Texas
-------------------------------------------
Sunny Corral Management LLC filed for Chapter 11 protection in
Fort Worth, Texas.  Affiliates of Sunny Corral that filed for
bankruptcy protection this year in the same court include Denar
Restaurants LLC, Denar LLC, Golden Restaurants LLC, Indy Corral
LLC, Kansas Corral LLC, Metro Restaurants LLC and TAG Corral LLC.

Sunny Corral Management LLC is a the Largo, Florida-based
restaurant management company.  It filed for Chapter 11 on August
10, 2009 (Bankr. N.D. Tex. Case No. 09-44939).  The Company listed
assets and debt of $10 million to $50 million.


SUNNY CORRAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sunny Corral Management, LLC
        10050 Ulmerton Rd
        Largo, FL 33771

Case No.: 09-44939

Chapter 11 Petition Date: August 7, 2009

Debtor-affiliates filing separate Chapter 11 petitions August 23,
2009:

        Entity                                     Case No.
        ------                                     --------
Golden Restaurants, LLC                            09-44425
Kansas Corral, LLC                                 09-44426
Tag Corral, LLC                                    09-44427
Indy Corral, LLC                                   09-44428

Debtor-affiliate filing separate Chapter 11 petition March 24,
2009:

        Entity                                     Case No.
        ------                                     --------
Denar Restaurants, LLC                             09-41675

Debtor-affiliate filing separate Chapter 11 petition April 24,
2009:

        Entity                                     Case No.
        ------                                     --------
Denar, LLC                                         09-42389

Debtor-affiliate filing separate Chapter 11 petition July 10,
2008:

        Entity                                     Case No.
        ------                                     --------
Metro Restaurants, LLC                             08-33377

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Sunny Corral's
Counsel:          Davor Rukavina, Esq.
                  Munsch, Hardt, Kopf & Harr
                  500 N. Akard Street, Suite 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7587
                  Fax: (214) 978-5359
                  Email: drukavina@munsch.com

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

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

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


SYNUTRA INTERNATIONAL: Management Admits to Going Concern Doubt
---------------------------------------------------------------
In its second quarter report on Form 10-Q, Synutra International
Inc. said, "Following the government announcement in mid September
2008 that formula products of the Company and 21 other
manufacturers had been contaminated with melamine, the Company
conducted a compulsory recall of certain lots of U-Smart products
and a voluntary recall of all other products produced before
September 16, 2008 at the same facilities, where the Company
believed the contaminated milk supplies originated.  As a direct
result of the incident, the Company has experienced significant
operating losses and negative cash flows from operations for the
fiscal year ended March 31, 2009 and the fiscal quarter ended June
30, 2009 and, as of June 30, 2009, has a working capital deficit
of approximately $83.7 million caused primarily by the product
recall costs including cost of replacing products, shipping
charges and inventory write down and write off, and subsequent
loss of sales.  At June 30, 2009, the Company was not in
compliance with certain covenants of its loan agreement due to the
losses suffered as a result of the melamine issue."

"The occurrence of these recent economic events, the ensuing
operating losses and negative cash flows and the failure of the
Company to meet its debt covenants raise substantial doubt as to
the Company's ability to continue as a going concern," Synutra
said.

For three months ended June 30, 2009, Synutra had a net loss of
$9,995,000 on net sale of $47,350,000 compared with a net income
of $15,645,000 on $127,380,000 of net sales during the same period
in the previous year.

According to Synutra, its management is attempting to renegotiate
the terms and covenants of the loan agreement and is in the
process of evaluating funding alternatives including seeking
refinance of certain short-term loans from banks in the People's
Republic of China.

On October 11, 2007, ABN and another lender provided a three-year
term loan to the Company in the aggregate amount of $35 million.
The principal amount, and any unpaid accrued interest on the New
ABN Loan, will be due on October 11, 2010 and may be prepaid
without penalty.  The Company has performed an analysis of the
relevant ratios and found that due to the net loss which resulted
from the significant costs of the product recall, including
inventory write-down and write-off, the Company was not able to
meet any of the financial covenant requirements as of June 30,
2009.  The lenders have proposed (i) waiver fee which equals to
0.75% of the aggregate principal amount outstanding and an
increase in the interest rate of 200 basis points to LIBOR for
deposits in U.S. dollars plus 5.5%; and (ii) a revised repayment
schedule of quarterly amortizations commencing in October 2009
with $5.0 million in October 2009, $5.0 million in January 2010,
$10.0 million in April 2010, $10.0 million in July 2010, and $5.0
million on maturity.  Any non-payment would constitute a default,
for which the banks have rights to enforce on the existing share
pledge.  The Company is currently in discussions with the lenders
on the waiver and is unable to predict when, or if the waiver will
be granted.

As of June 30, 2009, Synutra has assets of $508,183,000 against
total debts of $440,628,000.

A full text copy of the Form 10-Q is available for free at:

            http://researcharchives.com/t/s?416d

Synutra International, Inc. (Synutra) is an infant formula company
in China.  The Company principally produces, markets, and sells
its products under the Shengyuan, or Synutra, name, together with
other complementary brands.  It sells its products through
nationwide sales and distribution network covering 29 provinces
and provincial-level municipalities in China.  As of March 31,
2009, this network comprised over 480 distributors and over 800
sub-distributors who sell its products in over 65,000 retail
outlets.  The Synutra family of brands includes several of China's
infant formula and children's nutrition brands, including Super
and U-Smart.  On October 8, 2008, the Company acquired certain
assets from Beijing Huilian Food Co., Ltd. (Huilian), which is a
provider of prepared baby food in mainland China.


TARRAGON CORP: $6.25-Mil. ARKOMD DIP Loan Extended Until Sept. 10
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
extended the maturity date of the $6.25 million credit facility
which Tarragon Corporation, et al., obtained from ARKOMD, LLC, to
September 10, 2009.

The Bankruptcy Court approved the $6.25 million DIP loan on
March 5, 2009.  The DIP loan is secured by senior and
superpriority postpetition liens on Tarragon's Equity Interests
and any otherwise unencumbered assets and property of the Debtors
under any applicable loan or security agreement.

Under the terms and conditions of the DIP Credit Agreement and the
DIP order, the stated maturity date of the DIP loan is July 12,
2009, subject to extension to September 10, 2009, assuming (a) no
material budget deviations) occurred within 180 days after the
filing date or (b) notwithstanding a material budget deviation,
the DIP lender consents in writing.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TARRAGON CORP: Disclosure Statement Hearing Set for September 10
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has set a
hearing on the adequacy of the disclosure statement filed by
Tarragon Corporation, et al., for September 10, 2009, at
10:00 a.m. at 50 Walnut Street, Newark, NJ 07102.

Written objections to the adequacy of the disclosure statement
must be filed no later than 5:00 p.m. on September 1, 2009.

As reported in the TCR on August 7, 2009, Tarragon Corporation
filed with the Bankruptcy Court a disclosure statement explaining
a proposed joint Chapter 11 plan of reorganization, wherein
affiliated debt-holders are expected to get 60% of the common
stock in turn for the waiver of about $40 million of unsecured
claims.

Upon the plan's effective date, the Debtor will become reorganized
Tarragon, pursuant to which all of the existing shares of Tarragon
Corporation, including those shares owned by the affiliated
debt holders, will be cancelled of record.  In exchange for HFZ
Capital Group LLC agreeing to purchase certain preferred stock of
Reorganized Tarragon having a cumulative preferred dividend of 8%
in an amount of up to $5 million of which at least $1 million will
be purchased on the effective date to provide initial working
capital to Reorganized Tarragon, HFZ will receive 40% of the new
issue common stock of Reorganized Tarragon.

Subsequent to the effective date, HFZ will purchase, at par, at
such time or times as required by the affiliated debt holders,
additional preferred stock of Reorganized Tarragon in an amount
equal to $5 million less the amount of the initial Preferred Stock
Purchase in increments of no less than $500,000.  The proceeds of
such sale shall be used to enable Reorganized Tarragon to pay,
when required, its future operating costs and expenses, including
liquidation expenses of Liquidation Assets and debt service, to
the extent that the income of Reorganized Tarragon, as reasonably
determined by the affiliated debt holders, is insufficient to pay
in a timely manner such costs and expenses.

In addition, the affiliated debt holders will receive 60% of the
common stock of Reorganized Tarragon in exchange for the waiver of
approximately $40 million of affiliated unsecured claims held by
the affiliated debt holders.

A full-text copy of the joint Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?40d0

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?40d1

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TARRAGON CORP: Time to Remove Actions Extended Until October 8
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
extended the time within which Tarragon Corporation, et al., may
file notices of removal of pending actions under Bankruptcy Rule
9027(a) to October 8, 2009.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TAYLOR BEAN: Bankruptcy Filing Imminent; BofA Takes Over Mortgages
------------------------------------------------------------------
Taylor, Bean & Whitaker Mortgage Corp.'s lawyers said in documents
filed in the U.S. District Court for the Northern District of West
Virginia last week that a bankruptcy filing is "imminent" for
Taylor, Bean & Whitaker Mortgage Corp.

An internal e-mail at Taylor Bean dated August 10 referred to a
new computer folder "to assemble all of our bankruptcy detailed
spreadsheets and support," Nick Timiraos and James R. Hagerty at
The Wall Street Journal report.

As reported by the Troubled Company Reporter on August 7, 2009,
Taylor Bean closed down its mortgage-lending operation on
August 5.  The Federal Housing Administration barred Taylor Bean
from making loans insured by the government agency.  Taylor Bean
said that it wouldn't be able to complete or fund any mortgage
loans in unfinished mortgages.  The Department of Housing and
Urban Development, which oversees the FHA, said that it took
action against Taylor Bean because the Company failed to submit a
required annual financial report and to disclose "certain
irregular transactions that raised concerns of fraud."  Taylor
Bean disclosed a similar suspension by Freddie Mac.

Aparajita Saha-Bubna at The Journal relates that Bank of America
Corp. is taking over the servicing of Taylor Bean mortgages that
are backed by the Federal Housing Administration.

According to The Journal, Taylor Bean executives said that the
Company would continue to service other loans for now.

The U.S. Department of Housing and Urban Development posted a
document on its Web site outlining courses of action for
homeowners with FHA loans, which includes solutions to problems
borrowers were facing after the failure of Taylor Bean.  The
problems include homeowners who were unable to make their mortgage
payments online through the Taylor Bean Web site or over the phone
and they couldn't reach any Taylor Bean official or get word on
the status of a loan modification or refinancing.  The FHA cheat
sheet includes toll-free numbers for BofA's help lines and related
links connecting to other pages on the Housing Department's Web
site.

Ocala, Florida-based Taylor, Bean & Whitaker Mortgage Corp. is a
privately held, independent home-loan provider.  Among originators
of FHA mortgages, Taylor Bean was the third-largest, and it was
the nation's 12th-largest home-mortgage lender overall, according
to trade publication Inside Mortgage Finance.


TELEPLUS WORLD: Asks Bankruptcy Court to Dismiss Case
-----------------------------------------------------
Teleplus World, Corp. asks the U.S. Bankruptcy Court for the
Southern District of Florida to dismiss its chapter 11 case.

The Debtor tells the Court that on or about June 16, 2009, certain
creditors of Teleplus Connect Corp., Connect's wholly owned
subsidiaries' Telizon, Inc., Avenue Reconnect Inc., 1523813
Ontario, Inc. (Freedom) and 1500536 Ontario, Inc. (One Bill),
commenced a legal proceeding against the Subsidiary Entities in
Ontario, Canada, by filing an application in the Ontario Superior
Court of Justice, Court File No. CV-09-8243-00CL.

Connect is a wholly owned subsidiary of the Debtor.

On or about June 16, 2009, the Ontario court appointed an interim
receiver for the Subsidiary Entities and temporarily enjoined the
subsidiaries from up-streaming any additional funds to the Debtor.

Given the Ontario Proceeding, the Debtor has decided, and its
secured creditors KEDA, which holds a first priority security
interest in the assets of the Subsidiary Entities, and York
Advisors LLC, which holds a second priority security interest in
the assets of the Subsidiary Entities, agree, that the chapter 11
case should be voluntarily dismissed.

The Debtor relates that KEDA is owed roughly $1.5 million and YA
roughly $14 million, and the approximate value of the collateral
securing those claims in no event exceeds $10 million.  Dismissal,
thus, the Debtors tell the Court, will preserve any claims that
creditors have against the Debtor post-dismissal pursuant to
applicable U.S. or Canadian law, and will eliminate the
administrative and economic burden on the parent that results from
complying with the requirement of chapter 11.

The Debtor adds that as presently situated, it does not have the
ability to fund any further costs of operation absent additional
capital.

Headquartered in Miami-Lakes, Florida, Teleplus World, Corp. --
http://www.teleplusworld.com/en/-- provides telecommunications
products and services including local lines, long distance, toll
free and high speed internet services to customers in 53 distinct
centrex serving areas.

The Company filed for Chapter 11 protection on March 5, 2009
(Bankr. S.D. Fla. Case No. 09-13799).  Phillip M. Hudson III,
Esq., at Arnstein & Lehr LLP, represents the Debtor in its
restructuring efforts.  In its schedules of assets and debts, the
Debtor disclosed $11,176,165 in total assets and $18,925,502 in
total debts.


TEMORE WILLIS: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Temore Willis
        PO Box 280631
        Nashville, TN 37228

Bankruptcy Case No.: 09-08986

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St Suite 410
                  NashvilLE, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $1,154,000

Total Debts: $990,113

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

            http://bankrupt.com/misc/tnmb09-08986.pdf

The petition was signed by Temore Willis.


TETRAGENEX PHARMACEUTICALS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Tetragenex Pharmaceuticals Inc.
        560 Sylvan Avenue
        Englewood Cliffs, NJ 07632

Bankruptcy Case No.: 09-30775

Chapter 11 Petition Date: August 9, 2009

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

Debtor's Counsel: Ira S. Kornstein, Esq.
                  24 Park Avenue
                  West Orange, NJ 07052
                  Tel: (973) 736-4007
                  Fax: (973) 736-4033
                  Email: iskesq@aol.com

Total Assets: $553,225

Total Debts: $5,014,930

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

The petition was signed by Martin Schacker, chairman and co-CEO of
the Company.


THORNBURG MORTGAGE: U.S. Trustee Balks at Asset Sale Termination
----------------------------------------------------------------
U.S. Trustee W. Clarkson McDow Jr. in Thornburg Mortgage Inc.'s
Chapter 11 proceedings has objected to its motion to halt the sale
process of mortgage auditor Adfitech Inc., saying it should not
pay investment bank Houlihan Lokey for stopping work, according to
Law360.

In its objection, U.S. Trustee protested the payment of almost
$300,000 to the firm, the report says.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TOP SHIPS: Posts $15,949,000 Net Loss for June 30 Quarter
---------------------------------------------------------
TOP Ships Inc., for the three months ended June 30, 2009, reported
a net loss of $15,949,000, or $0.58 per share, compared with a net
loss of $5,589,000, or $0.22 per share, for the second quarter of
2008.  The results for the second quarter of 2009 include net
expenses of $11,786,000 relating to the termination of leases.
Excluding these expenses, the net loss becomes $4,163,000, or
$0.15 per share.  Second quarter operating loss was $11,502,000
for 2009, compared with operating income of $7,078,000 for the
corresponding period in 2008.  Excluding net expenses of
$11,786,000 relating to the termination of leases, operating loss
turns into an operating income of $284,000.  Revenues for the
second quarter of 2009 were $28,636,000, compared to $76,687,000
recorded in the second quarter of 2008.

For the six months ended June 30, 2009, the Company reported a net
loss of $14,579,000, or $0.53 per share, compared with a net loss
of $24,430,000, or $1.07 per share, for the first half of 2008.
Excluding the net expenses of $11,786,000, relating to the
termination of leases, the net loss becomes $2,793,000, or $0.10
per share.  For the six months ended June 30, 2009, operating loss
was $9,145,000 compared with operating income of $4,644,000 for
the first half of 2008.  Excluding net expenses of $11,786,000
relating to the termination of leases, operating loss turns into
an operating income of $2,641,000. Revenues for the six-month
period ended June 30, 2009 were $58,429,000, compared to
$149,324,000 recorded in the first half of 2008.

Evangelos J. Pistiolis, President and Chief Executive Officer of
TOP Ships Inc., commented: "Despite our negative results, we are
happy to report that we have concluded two very important
milestones in the history of our company: the termination of our
last leases involving five old vessels and the completion of our
newbuilding program in a very tough financial environment.

In the current shipping and general economic environment, the
Company believes it is better positioned than many other companies
in the industry.  TOP Ships also pointed out its current positive
characteristics:

     -- No capital commitments.

     -- Cash flow from operations is expected to be positive for
        the full second half of 2009 and for the full year of
        2010.

     -- Very young fleet.  The owned fleet is made up of 13
        vessels; eight product tankers with an average age of less
        than two years and five dry bulk vessels with an average
        age of 8.4 years

     -- 80% of the total ship days until the end of 2011 are under
        Fixed employment, and the gross revenue of these charters
        totals approximately $200 million.  Looking further ahead,
        73% of the total ship days until the end of 2012 are under
        fixed employment, and the gross revenue of these charters
        totals approximately $250 million.

"I would like to stress that our banks have been very supportive
to our plans and actions since the beginning of the year, which
can be proven from the fact that we have received waivers from all
five banks in relation to certain covenant breaches that occurred
on December 31, 2008," Mr. Pistiolis said.

As of June 30, 2009, the Company had $719.4 million in total
assets and $441.7 million in total liabilities.

Based in Athens, Greece, TOP Ships Inc., formerly known as TOP
Tankers Inc., is an international provider of worldwide seaborne
crude oil and petroleum products and drybulk transportation
services. The Company operates a combined tanker and drybulk
fleet.


TOUSA INC: Homes Sale Closings Top 340 in June to July
------------------------------------------------------
TOUSA Inc. and its affiliates delivered to the Bankruptcy Court a
list of their home sale closings and related payments to
Operational Lien Claimants for the period from June 1 through 30,
2009.  The sale closings were for homes located at Arizona, Texas,
Florida, Tennessee, Colorado and Nevada.  A four-page list
covering more than 180 sales is available for free at:

     http://bankrupt.com/misc/TousaHomesSaleListJune2009.pdf

The Debtors also delivered to the Court a list of their home sale
closings and related payments to Operational Lien Claimants for
the period from July 1 through 31, 2009.  The sale closings were
for homes located at Arizona, Texas, Florida, Tennessee, Colorado
and Nevada.  A four-page list covering more than 160 sales is
available for free at:

     http://bankrupt.com/misc/TousaHomesSaleListJuly2009.pdf

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Plan Hearing Delayed on Committee Suit vs. Lenders
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
yet to schedule another hearing date to consider the adequacy of
the Disclosure Statement accompanying the First Amended Joint
Chapter 11 Plan of TOUSA Inc. and its debtor affiliates.

The last reported Disclosure Statement hearing was scheduled for
May 14, 2009.  The Disclosure Statement hearing has been
adjourned three times since the Debtors first filed their
original Joint Plan of Reorganization in October 2008.

Moreover, the Debtors' exclusive period to file a plan of
reorganization expired on July 29, 2009.

                   Exclusivity Stipulation

In a separate filing, the Debtors asked the Court to extend the
exclusive period within which only they may file a plan.
Specifically, the Debtors propose an extension of 30 days from
the earlier of:

  (i) the conclusion of the trial in the fraudulent conveyance
      action commenced by the Official Committee of Unsecured
      Creditors against certain of the Debtors' prepetition
      lenders, including any post-trial submissions; or

(ii) the entry of an order or series of orders approving the
      settlement of, or disposing of, the entirety of the
      Committee Action,

but in any event no later than September 15, 2009.

The trial on the Committee Action began on July 13, 2009.

Considering the timeframe for post-trial briefing and possible
appeals in the Committee Action, the Debtors believe that the
filing and ultimate confirmation of a Chapter 11 Plan in their
cases, before the ultimate conclusion of the Committee Action,
will limit administrative expenses and will further the Debtors'
revised business plan.

The Debtors further believe that their shift in operational focus
should not lead them to veer off the path to confirmation of a
Chapter 11 plan.  They believe that their revised business plan
would best be implemented in connection with a Chapter 11 plan
that minimizes administrative expenses and preserves value for
stakeholders.

Moreover, Paul Steven Singerman, Esq., at Berger Singerman, P.A.,
in Miami, Florida, asserts that cause exists for the proposed
extension for these reasons:

  (a) The Debtors' Chapter 11 cases are sizable and there are
      complex legal and business issues.

  (b) The Debtors need more time to negotiate a plan and prepare
      adequate information.  The Debtors are progressing in good
      faith.

  (c) The Debtors are paying their postpetition debts as they
      come due.

  (d) The Debtors are not seeking an extension of exclusivity to
      pressure creditors to submit to the Debtors'
      reorganization demands.

  (e) The Debtors have demonstrated reasonable prospects for
      filing a viable plan.

  (f) The Debtors submit that no creditor or party-in-interest
      will be prejudiced by granting the proposed extension.

Mr. Singerman tells the Court that Citicorp North America, Inc.,
as administrative agent under the Debtors' prepetition secured
First Lien Term Loan; the First Lien Term Loan Lenders; Wells
Fargo Bank, N.A., as administrative agent under the Debtors'
prepetition secured Second Lien Term Loan; the Second Lien Term
Loan Lenders; and the Creditors' Committee have consented to the
Exclusivity Motion.

More importantly, the Debtors, Citicorp, the First Lien Term Loan
Lenders, Wells Fargo, the Second Lien Term Loan Lenders, and the
Creditors Committee executed a stipulation with respect to the
Debtors' exclusivity periods.  The Secured Lenders and the
Creditors Committee agree that they will not propose a Chapter 11
plan nor vote in favor of any Chapter 11 plan until after 30 days
from the earlier of (i) the conclusion of the Committee Action
trial, or (ii) the entry of any order for the settlement or
disposition of the Committee Action, but in any event no later
than September 15, 2009.

Subsequently, Mr. Singerman informed the Court that the Debtors
filed their Exclusivity Motion in error, which incorrectly sought
exclusivity as opposed to a formal approval of the stipulation
entered into with the Secured Lenders and the Committee.

Accordingly, the Debtors seek the Court's authority to amend
their Exclusivity Motion and seek approval of their stipulation
with the Secured Lenders and the Committee.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Trial on Committee Suit vs. Lenders Resumes Aug. 28
--------------------------------------------------------------
The trial on the fraudulent conveyance complaint brought by the
Official Committee of Unsecured Creditors against the Secured
Lenders of TOUSA Inc. and its subsidiaries commenced on July 13,
2009.  The Committee alleged that certain TOUSA Subsidiaries were
rendered insolvent by agreeing to guarantee the loans TOUSA
obtained and used to acquire the homebuilding assets of
Transeastern Properties, Inc, in July 2007.  The trial was to run
for two weeks.

According to Bloomberg News, the first part of trial dealt in
part with the solvency opinion prepared by AlixPartners LLP that
concluded that TOUSA would be solvent after pledging the assets
of its Conveying Subsidiaries in relation to the Transeastern
acquisition.  The fee for the solvency opinion was $2 million,
the report noted.

The Committee has subsequently requested for a continuation of
the trial.  Upon review, Judge Olson of the U.S. Bankruptcy Court
for the Southern District of Florida agreed to resume the trial
on the Committee Action to August 28, 2009.

The continued trial will last for no longer than one day, and
testimony will be limited to the rebuttal testimony of Amy
Benbrook and Charles Hewlett, the Court ruled.

Moreover, discovery is re-opened to the extent that the
defendants to the Committee Action may take depositions of Ms.
Benbrook and Mr. Hewlett concerning their rebuttal opinions.

Judge Olson further extended the deadline to present proposed
findings of fact and conclusions of law to September 4, 2009.

As a separate matter, Judge Olson has denied the Senior
Transeastern Lenders' ore tenus motion for judgment on partial
findings, for reasons stated on the record.

           Summary Judgment on Third Party Complaints

Before the Committee Action trial began, Judge Olson entered a
ruling on TOUSA's request for a dismissal of the third party
complaints lodged by Citicorp North America, Inc., and Wells
Fargo Bank, N.A.  In its summary judgment motion, TOUSA contended
that Citicorp and Wells Fargo, referred to as the "Third Party
Plaintiffs," failed to present evidence to support a finding that
TOUSA was insolvent.

Citicorp is the administrative agent of a $200 million first lien
term loan TOUSA obtained, while Wells Fargo is the administrative
agent of a $300 million second lien loan of TOUSA.  The Third
Party Complaints assert third party breach of contract claims
against TOUSA "in the alternative" -- specifically asserting that
if and to the extent the Committee established its allegations of
insolvency against TOUSA, TOUSA will have materially breached
solvency representations made in its First Lien and Second Lien
Credit Agreements.

Citicorp and Wells Fargo asked the Court to deny TOUSA's summary
judgment motion.  Representing Citicorp, Amy Denton Harris, Esq.,
at Stitcher, Riedel, Blain & Prosser, P.A., in Tampa, Florida,
clarified that the Committee's expert noted that TOUSA was
insolvent on a "consolidated basis" -- and not on an "entity-by-
entity" basis.

Both Citicorp and Wells Fargo averred that because a genuine
issue of material fact exists as to whether TOUSA was insolvent
or rendered solvent by the Transeastern Acquisition, all
competent summary judgment evidence must be considered
irregardless of which party proposed that evidence.  Wells Fargo
added that no rule prohibits a party from pursuing alternate and
conflicting factual theories at the summary judgment phase.

In response, TOUSA asserted that Citicorp's and Wells Fargo's
Third Party Claims are improper.  On TOUSA's behalf, Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida,
argued that the Third Party Claims arise out of the same general
set of facts as the Committee's main claim, those claims are not
dependent on the outcome of the main Committee Action.  Moreover,
he maintained that the Third Party Claims can not stand alone
because no genuine dispute of material fact exists with respect
to the Third Party Claims' central issue -- the solvency of TOUSA
on a consolidated basis.  TOUSA thus reiterated its request for
granting its Summary Judgment Motion.

Upon review, Judge Olson held that the Third Party Claims are not
dependent on the outcome of the Committee's claims in the
Committee Action, and are thus improper third-party claims under
Rule 7014 of the Federal Rules of Bankruptcy Procedure.  The
Court opined that the Third-party Claims:

  -- are not separate, independent claims capable of standing
     alone in the Committee Action; and

  -- are not effectively counterclaims under Rule 13 of the
     Federal Rules of Civil Procedure because they rely
     on an event which has not occurred, and that is the
     establishment by someone that TOUSA was insolvent on a
     consolidated basis.

Judge Olson also noted that Citicorp and Wells Fargo effectively
stonewalled all discovery sought by TOUSA to determine the basis
for any contention by Citicorp and Wells Fargo that TOUSA was
insolvent on a consolidated basis on July 7, 2007, asserting
consistently that any discovery was premature.

For these reasons, Judge Olson granted summary judgment in
TOUSA's favor and dismissed the Third Party Complaints, without
prejudice to Citicorp's and Wells Fargo's assertion of claims or
defenses relating to solvency of any Debtor that may have been
preserved in proofs of claim they may have timely filed in
connection with the normal claims reconciliation process in
TOUSA's cases.

In a separate order, Judge Olson has also stricken the third
party complaints of the Senior Transeastern Lenders and The CIT
Group/Business Credit Inc.  The Court found that the Senior
Transeastern Lenders' Third Party Complaint violated the language
of a July 15, 2008 Case Management Order, which set a deadline of
September 12, 2008, for the filing of any additional claims.  The
Court also held that the Senior Transeastern Lenders' and CIT
Group's filing of Third Party Complaints on February 24, 2009,
was highly prejudicial to the Debtors and to other parties to the
Committee Action for reasons stated on the record.

                       Summary Judgment on
              Secured Lenders' Affirmative Defenses

The Court also entered a ruling, before the Trial commenced, in
the Committee's favor with respect to the affirmative defenses
asserted by Citicorp, CIT Business Credit Inc., and Wells Fargo
based on substantive consolidation, single business enterprise
and alter ago.

The Secured Lenders previously asserted that to assess "solvency"
and "reasonably equivalent value" in the Committee Action, the
Court should first find either that the substantive consolidation
doctrine applies to TOUSA, Inc., and its subsidiaries, or that
TOUSA and its subsidiaries are a single business enterprise or
alter egos of each other.

The Committee sought a dismissal of the Secured Lenders'
affirmative defenses.

On the Committee's behalf, Patricia A. Redmond, Esq., at Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A., in Miami,
Florida, asserted that the substantive consolidation defense has
no application in this context.  She said consolidation would be
improper because of the TOUSA creditors' reliance on the separate
credit of the individual TOUSA entities.  She emphasized that the
operations of TOUSA and its subsidiaries reflect an utterly
ordinary arrangement of parents, subsidiaries, and sister
corporations, comparable to arrangements used by countless other
businesses of similar size.

In a separate filing, the Committee sought and obtained the
Court's authority to file under seal exhibits to its Motion for
Summary Judgment.  The sealed exhibits contain copies of, among
others, (i) an Asset Purchase Agreement between Wall Homes Texas,
LLC, and Newmark Homes, L.P.; (ii) an Asset Purchase Agreement
among NVR, Inc., TOUSA Homes, Inc. and TOUSA Mid-Atlantic
Investment, LLC; (iii) Limited Liability Company Agreement of
Beacon Hill at Mountain's Edge, LLC; (iv) excerpts from a July
2007 trial balance; and (v) collected Unanimous Written Consents
of several TOUSA Group entities dated July 31, 2007.

In response, Citicorp's counsel, Ms. Harris of Stitcher Riedel
insisted that there is substantial identity among the TOUSA
Entities.  She noted that the TOUSA assets were commingled
because TOUSA used a centralized cash management system; TOUSA
used consolidated financial statements; and assets of the Debtors
were also transferred without observing corporate formalities.
She added that TOUSA's subsidiaries were guarantors of every loan
to their parent, including the First Lien Term Loan, the Second
Lien Term Loan, and the Revolver Facility.  The boards of
directors of TOUSA's subsidiaries were also comprised of senior
officers of TOUSA.  TOUSA's management ignored the separate legal
entities and ran the business as one enterprise, Ms. Harris said.

Citicorp sought and obtained the Court's permission to file under
seal exhibits to its response to the Committee's Motion for
Summary Judgment.  Citicorp noted that exhibits contain deemed
confidential information.  In addition, at Citicorp's request,
the Court restricted public access to the Sealed Exhibits, which
were inadvertently filed on the public record.

Wells Fargo joined in the objection filed by Citicorp.  Moreover,
in a separate filing, the Senior Transeastern Lenders averred
that they adopt the arguments asserted by Citicorp and Wells
Fargo.

The Committee subsequently supplemented its Summary Judgment
Motion, asserting that defenses asserted by the Secured Lenders
must be limited by three basic principles, which are:

  -- the only cognizable value is value received by the Debtors;

  -- the relevant inquiry is whether each of the Conveying
     Subsidiaries received value as defined by Section
     548(d)(2)(A) of the Bankruptcy Code;

  -- once the Committee has established that the Debtors did not
     directly receive reasonably equivalent value, the burden
     shifts to the Secured Lenders to produce evidence that the
     Debtors indirectly received value, and to quantify that
     value.

Thereafter, at a July 6, 2009 hearing, Judge Olson noted that
Wells Fargo and the Senior Transeastern Lenders withdrew their
affirmative defenses of alter ego and substantive consolidation,
without prejudice to their right to reassert the substantive
consolidation evidence.  The Court further noted that the Secured
Lenders abandoned their defense of single business enterprise.
Instead, the Secured Lenders focused on an argument that value
under Section 548(d)(2)(A) can take the form of indirect benefit
in addition to direct benefit to the Debtors.

Although the Committee had the burden of going forward in
attempting to establish that the Conveying Subsidiaries did not
receive "value" directly under Section 548(d)(2)(A), Judge Olson
opined that it is Citicorp, Wells Fargo and the Senior
Transeastern Lenders that had the burden of going forward to
establish that Debtors received indirect "value," -- upon a prima
facie showing by the Committee of no direct value -- and that the
indirect value was tangible, concrete, and quantified with
reasonable precision.

In this light, Judge Olson granted summary judgment in the
Committee's favor and has stricken the Secured Lenders'
affirmative defenses.  The Court clarified that the Secured
Lenders may reassert the substantive consolidation defense in the
event a plan of reorganization providing for substantive
consolidation of the Debtors is confirmed before judgment in the
Committee Action is entered.

                 Transeastern Lenders' Appeal

The Senior Transeastern Lenders took an appeal to the U.S.
District Court for the Southern District of Florida of two
Bankruptcy Court orders in relation to the Committee Action:

  1. Judge Olson's order granting the Debtors' motion to strike
     the Senior Transeastern Lenders' and the CIT Group/Business
     Credit, Inc.'s third-party complaints entered on July 2,
     2009.

  2. Judge Olson's order granting the Committee's motion for
     summary judgment on the dismissal of the Senior
     Transeastern Lenders' affirmative defense based on
     substantive consolidation, single business enterprise and
     alter ego, entered on July 8, 2009.

With respect to the Affirmative Defenses Dismissal Order, the
Senior Transeastern Lenders want the District Court to review
whether Judge Olson erred in:

  -- granting summary judgment after the Committee withdrew a
     portion of its summary judgment motion relating to
     affirmative defense of single business enterprise, and
     conceded that it could not prevail on that portion of its
     summary judgment motion;

  -- concluding that, upon a prima facie showing by the
     Committee that there were no benefits to support reasonably
     equivalent value in the context of a fraudulent transfer
     claim, the burden of production shifted to the Senior
     Transeastern Lenders, Citicorp North America, Inc. and
     Wells Fargo Bank, N.A., to show indirect benefits that were
     tangible, concrete and quantified with reasonable
     precision;

  -- concluding that, to support reasonably equivalent value in
     the context of a fraudulent transfer claim, any indirect
     benefits must be tangible, concrete and quantified with
     reasonable precision;

  -- concluding that upon a prima facie showing by the Committee
     that there were no direct benefits, the burden of
     production shifted to the Senior Transeastern Lenders,
     Citicorp and Wells Fargo; and

  -- issuing an improper advisory opinion when it conducted oral
     argument and then ruled on legal issues relating to the
     analysis of reasonably equivalent value in the context of a
     fraudulent transfer claim that were not at issue on the
     Committee's Motion for Summary Judgment, without giving
     notice to the parties that the Bankruptcy Court intended to
     address those legal issues.

                         Pre-Trial Briefs

Pre-trial briefs were received by the Court on or about July 2,
2009 from Committee, Citicorp, Wells Fargo and the Senior
Transeastern Lenders.

The Committee told the Court that it will prove that on July 31,
2007, TOUSA compelled substantially all of its subsidiaries to
borrow, and grant liens to support, $500 million in additional
debt to repay obligations for which the Conveying TOUSA
Subsidiaries were not liable.  The Committee insisted that the
Conveying Subsidiaries were insolvent before the Transeastern
Acquisition and were rendered more deeply insolvent as a result
of the Transeastern Transaction.  "In saddling the Conveying
Subsidiaries with the crushing new debt, the Transeastern
Acquisition provided little or no value to the Subsidiaries, much
less 'reasonably equivalent' value, because all $500 million was
used to discharge TOUSA's own obligations for which the Conveying
Subsidiaries were not liable," Ms. Redmond pointed out, on behalf
of the Committee.

Ms. Redmond contended that the Transeastern Acquisition may be
avoided as a fraudulent transfer as against either the First Lien
Lenders and Second Lien Lenders, or against the Senior
Transeastern Lenders.  She further noted that the Committee will
present sufficient evidence to show that the liens granted to
Citicorp and Wells Fargo constituted a fraudulent transaction.
Similarly, the Committee will also show that the money paid to
the Senior Transeastern Lenders on July 31, 2007, was a
fraudulent transaction, under one of three alternative theories:

  (1) The payment was made directly from the Conveying
      Subsidiaries' estates, and thus constituted a fraudulent
      transfer in its own right because the Conveying
      Subsidiaries did not receive reasonably equivalent value
      for settling a debt on which they were not liable;

  (2) The Senior Transeastern Lenders were the "entities for
      whose benefit" the avoidable fraudulent transfer was made
      to the First Lien Lenders and Second Lien Lenders; and

  (3) The payment constituted the proceeds of a fraudulent
      transfer received by the Transeastern Lenders as
      subsequent transferees.

Accordingly, the Committee urged the Court to find that the liens
granted on the Conveying Subsidiaries' property were fraudulent
transfers; that the claims and liens of the Term Lenders should
be avoided; and that the Transeastern Lenders must return the
funds received as a consequence of the fraudulent transfer.

For its part, Citicorp argued that the Conveying Subsidiaries
received reasonably equivalent value for their term loan
obligations and lien transfers.  Richard Craig Prosser, Esq., at
Stichter, Riedel, Blain & Prosser, P.A., in Tampa, Florida,
disclosed that the Conveying Subsidiaries received from the First
Lien Term Loan Lenders $200 million in cash and a variety of
other direct and indirect benefits.  The fact that TOUSA did
declare bankruptcy six months after the Transeastern Acquisition
does not diminish the value to the Conveying Subsidiaries from
avoiding bankruptcy earlier, Mr. Prosser maintained.  He also
noted that evidence will show that TOUSA was solvent and
adequately capitalized on July 31, 2007.  Citicorp aimed to show
at trial that the fair market value of TOUSA's assets exceeded
its liabilities by a substantial margin, he said.

Mr. Prosser contended that if the Committee could recover the
cash from the Senior Transeastern Lenders and is allowed to
recover the Conveying Subsidiaries' partial paydown of the First
Lien Term Loan from the First Lien Lenders and their obligation
to repay the remainder of the debt, it would lead to an
impermissible double recovery.  He stated that the Committee will
be unable to prove its preference claim against Citicorp, basing
on the tax refund received by TOUSA on April 23, 2008.  The
Committee cannot carry the burden under Section 547 of the
Bankruptcy Code because the lien on the Tax Refund did not enable
the First Lien Lenders to receive more than they would have in a
hypothetical Chapter 7 liquidation, Mr. Prosser related.

For those reasons and additional evidence to be introduced at
trial, Citicorp asked the Court to find that the Conveying
Subsidiaries' transfers and obligations under the First Lien Term
Loan are not avoidable as a fraudulent conveyance, and that no
basis exists to avoid the lien on the tax refund as a preference.

Wells Fargo, on the other hand, asserted that there can be no
fraudulent transfer deemed in TOUSA's case unless lenders to
corporate groups can be charged with foreseeing impossible-to-
predict future shocks.  On Wells Fargo's behalf, Jeffrey I.
Synder, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in
Miami, Florida, asserted that evidence will show that not only
TOUSA received benefits from the Transeastern Acquisition but
also that all of the Conveying Subsidiaries received substantial
benefits comprising reasonably equivalent value.

In its pre-trial brief, the Senior Transeastern Lenders contended
that no fraudulent transfer involving them or any other defendant
in the Committee Action exists.  Michael I. Goldberg, Esq., at
Akerman Senterfitt, in Fort Lauderdale, Florida, stressed that no
rational lender would put a half-billion dollars of new money at
stake if it had even a remote belief that it was lending into a
"textbook fraudulent conveyance."  He asserted that TOUSA was
solvent before and after the July 31 Transactions.  Each
affirmative report presented by defendants in the Committee
Action concludes that TOUSA was solvent at all relevant times,
while the Committee's solvency analyses cannot support its burden
of proof and its expert opinions rely on unprecedented and
untested methodologies that are demonstrably unreliable, Mr.
Goldberg maintained.

Even if the Committee recover the value of the lien from the
Senior Transeastern Lenders, they cannot be liable because they
are subsequent transferees who received the transfers in good
faith and for value, Mr. Goldberg stressed.

The Senior Transeastern Lenders aimed to testify at trial that
they had no knowledge of the voidability of the New Loans.  They
also remind the Court that they are subsequent transferees in
good faith and for value.  In any case, if the Court deems that
the Committee may recover from the Senior Transeastern Lenders,
the Senior Transeastern Lenders believe that those damages are
limited by the Committee's theories and the Senior Transeastern
Lenders' right of recoupment.

            CIT Group Dropped from Committee Action

CIT Group, the Committee and the Senior Transeastern Lenders
entered into a Court-approved stipulation, dismissing CIT Group
from the Committee Action.  The parties agree that CIT Group was
not (i) a initial transferee of $426,383,828 received by CIT
Group from Universal Land Title, a wholly owned subsidiary of
TOUSA; or (ii) an entity for whose benefit the transfer was made
under Section 550(a)(1) of the Bankruptcy Code.  The parties
conceded that CIT Group was a mere conduit in connection with the
CIT Transfer.  The parties' stipulation does not prevent any
party to the Committee Action from calling any current or former
employee of CIT Group as a witness or from offering into evidence
any documents produced by CIT Group in discovery.

              Derrough, Hewlett, Salomon Testimony

Judge Olson said he has undertaken a preliminary review of
William Derrough's and Charles Hewlett's reports and has
carefully reviewed the briefs filed by the parties on the
admissibility vel non of their expert opinions.

Mr. Derrough tendered a valuation report on behalf of the
Committee on April 6, 2009, and a rebuttal report on May 29, 2009,
on (1) whether TOUSA was solvent on July 31, 2007, and (2)
whether the Conveying Subsidiaries received reasonably equivalent
value with respect to the July 31, 2007 Term Loans.  Certain
parties took the deposition of Mr. Derrough and agreed that it
should be kept confidential.  Mr. Hewlett, on the other hand,
prepared a valuation appraisal of TOUSA's real property.

Citicorp filed under seal a motion to exclude the opinions of Mr.
Derrough, saying its request contains confidential excerpts of
Mr. Derrough's deposition.  Wells Fargo and the Senior
Transeastern Lenders joined in Citicorp's Exclusion Motion.
The Committee disputed Citicorp's request and filed its objection
under seal, with the Court's consent.

In another filing, the Senior Transeastern Lenders also sought to
exclude the reports and testimony of Mr. Hewlett on the grounds
that he is unqualified to offer a valuation appraisal of TOUSA's
real property as he is not a licensed or certified appraiser.
Citicorp joined in the Senior Transeastern Lenders' request.  In
defense of the Hewlett testimony, the Committee insisted that
Rule 702 of the Federal Rules of Evidence allows those who are
"qualified by knowledge, skill, experience, training, or
education" to be admitted as experts and not just those with
formal credentials or licenses, and Mr. Hewlett plainly meets
this qualification.

Upon review, Judge Olson opined that Messrs. Derrough's and
Hewlett's reports and proposed evidence satisfy the requisite
threshold for reliability under Rule 702.  The Court thus denied
the Motions to Exclude Mr. Derrough's report and Mr. Hewlett's
testimony, subject to determinations of weight and reliability
based upon the record made at trial.

In a separate ruling, the Court has granted the Committee's
request to strike the expert report of John Salomon and admit an
excerpt from the deposition of Mr. Salomon into evidence.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Wins Court Approval of Management Incentive Plan
-----------------------------------------------------------
TOUSA Inc. and its affiliates obtained approval from the
Bankruptcy Court of a management incentive plan, nunc pro tunc to
April 1, 2009, and to continue through March 31, 2010.

The Debtors believe that it is critically important to properly
motivate certain members of their senior management through the
course of their controlled asset monetization.  The Debtors are
essentially asking those senior management members to perform and
work toward the maximization of the Debtors' assets in these
difficult circumstances knowing with certainty that their jobs
will eventually be eliminated, Paul Steven Singerman, Esq., at
Berger Singerman, P.A., in Miami, Florida, relates.  In this
regard, he stresses, it is necessary to incentivize senior
management to remain with the company.

Accordingly, in line with the development of a budget and related
business plan, the Debtors and their advisors designed a
Management Incentive Plan that is narrowly tailored and reflects
the Debtors' current situation and overall macroeconomic
conditions.

Under the Incentive Management Plan, these members of the
Debtors' senior management will be critical to the ongoing
functionality of the Debtors' businesses:

  (1) Tommy McAden, as executive vice president and chief
      financial officer;

  (2) George Yeonas, as executive vice president and chief
      operating officer; and

  (3) Clint Ooten, as vice president of human resources and
      administration.

Mr. Singerman emphasizes that the Debtors' Senior Management
possesses the knowledge, experience and skill necessary to
support the Debtors' remaining projects and asset maximization
for the benefit of the Debtors' estates.  Indeed, he notes, in
more than two months since the controlled asset monetization was
commenced, the Debtors' Senior Management has led efforts that
resulted in a $16 million improvement in estimated realizations.

The key terms of the Management Incentive Plan are:

(1) During fiscal year 2008, the annual base payment for Senior
     Management has been:

           CFO                        $750,000
           COO                        $750,000
           VP of Human Resources      $350,000

     Effective on the first day of the month succeeding approval
     of the Management Incentive Plan, the annual base
     payment for Senior Management will be:

           CFO                        $500,000
           COO                        $500,000
           VP of Human Resources      $350,000

     Senior Management will each receive a one-year contract
     with an effective date of April 1, 2009.  The Plan
     Administrator and Oversight Committee will have the option
     to extend the contracts of the Senior Management in three
     or six month intervals, at existing base payment levels.

(2) Senior Management will be entitled to receive variable
     incentive payment.  Payments are based on the achievement
     of certain targets during the Plan Period.  There are two
     six-month measurement periods -- April 2009 through
     September 2009 and October 2009 through March 2010 -- and
     the maximum aggregate Incentive Payment that can be paid to
     Senior Management during the Plan Period is $1.1 million.

(3) The Management Incentive Plan establishes four Achievement
     Targets that serve as measurement factors and are weighted:

       -- Projected proceeds from consolidated home closings is
          weighted 20%;

       -- Blended average selling price for all construction in
          progress sold is weighted 20%;

       -- Blended average selling price for all land sales is
          weighted 20%; and

       -- Cumulative operating cash flow is weighted 40%.

(4) Senior Management will receive Incentive Payment in these
     percentages:

           CFO                       38.6%
           COO                       38.6%
           VP of Human Resources     22.8%

(5) Senior Management will receive 50% of their earned
     Incentive Payment for each half yearly measurement
     period 15 days after the end of each period. The remaining
     50% will be held back and paid out upon termination or
     within six months of the end of the Plan Period, whichever
     is first.

(6) If any member of Senior Management is terminated
     involuntarily without cause part-way through a six-month
     period, that member of Senior Management's Incentive
     Payment will be calculated on a pro-rata basis up to the
     day of termination and paid 15 days following the end of
     the period together with all other holdbacks from previous
     periods that are due.

(7) Each member of Senior Management earned a bonus for
     performance in fiscal year 2008.  The fiscal year 2008
     bonus amounts for Senior Management were:

           CFO                       $375,000
           COO                       $375,000
           VP of Human Resources     $175,000

     The designated fiscal year 2008 bonus amounts will be paid
     out as:

       -- 50% will be paid upon approval of the Management
          Incentive Plan by the Court;

       -- 25% will be paid on October 31, 2009; and

       -- 25% will be paid upon termination.

(8) Each member of Senior Management is entitled to an
     additional bonus of 50% of fiscal year 2008 salary in the
     event that net creditor recoveries equal or exceed an
     amount of the first lien debt outstanding and they remain
     employed through at least March 31, 2010.  The net recovery
     threshold is set at $325 million.

The Management Incentive Plan also contemplates that Senior
Management severance benefits will remain in place under the
Debtors' existing policy.  The Debtors estimate that severance
payments to Senior Management will total $296,000, assuming a
March 31, 2010 termination date.  Each member of Senior
Management with more than one year of tenure at the time of
termination will be paid one month of Consolidated Omnibus Budget
Reconciliation Act coverage on termination, and each member of
Senior Management with more than two years of tenure will be paid
two months of COBRA coverage upon termination.  The Debtors
estimate that COBRA payments to Senior Management to aggregate
$6,000.  Each member of Senior Management will be entitled to
four weeks of paid vacation time for the Incentive Plan Period.

Mr. Singerman assures the Court that the costs associated with
the Management Incentive Plan are more than justified by the
benefits expected to be realized.  He contends that absent Senior
Management's leadership and accomplishment of the Debtors'
principal goals, the Debtors would be faced with a disorderly
liquidation or "fire sale" of their remaining assets, resulting
in a loss of return to creditors much greater than the amount
allocated as incentive payments to the members of Senior
Management.  He also clarifies that the Management Incentive Plan
does not involve any payments to insiders "for the purpose of
inducing such person to remain with the debtor's business" that
would be prohibited under Section 503(c)(1) of the Bankruptcy
Code.  Similarly, the Management Incentive Plan (i) does not
provide for any severance payments (i) other than those payments
under the Debtors' existing policy and authorized by the Court,
or (ii) are greater than 10 times the amount of mean severance
pay given to non-management employees, Mr. Singerman adds.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRI STAR ALUMINUM: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Tri Star Aluminum Co. LP has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Middle District of
Tennessee.

Tri Star listed less than 10,000,000 in assets and debts.

Paul Schaffer at AMM.com quoted Tri Star chief restructuring
officer Robert Gonzales as saying, "As more and more aluminum
processors have filed Chapter 11, or simply gone out of business,
scrap dealers have become reluctant to extend trade credit."

Tri Star Aluminum Co. LP is based in Tennessee.


TRI STAR ALUMINUM: Case Summary 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tri Star Aluminum Co., L.P.
        96 Industrial Rd
        Alexandria, TN 37012

Bankruptcy Case No.: 09-08974

Chapter 11 Petition Date: August 7, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: Keith M. Lundin

Debtor's Counsel: Elliott Warner Jones, Esq.
                  Drescher & Sharp Pc
                  1720 West End Avenue, Suite 300
                  Nashville, TN 37203
                  Tel: (615) 425-7121
                  Fax: (615) 425-7111
                  Email: ejones@dsattorneys.com

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

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

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

             http://bankrupt.com/misc/tnmb09-08974.pdf

The petition was signed by Robert J. Gonzales, chief restructuring
officer of the Company.


TRIPLE ELL TRANSPORT: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Triple Ell Transport, Inc.
           aka TransOps Inc
           aka John Olen Elliott
           aka Eden Service Center
           aka Triple ELL Transport
           aka Triple ELL Logistics
           aka Professional Driving School
           aka Triple ELL Warehouse
        PO Box 3086
        Twin Falls, ID 83303

Bankruptcy Case No.: 09-41171

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  Email: btr@idlawfirm.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/idb09-41171.pdf

The petition was signed by John O. Elliott, president of the
Company.


TOP SHIPS: Posts $15,949,000 Net Loss for June 30 Quarter
---------------------------------------------------------
TOP Ships Inc., for the three months ended June 30, 2009, reported
a net loss of $15,949,000, or $0.58 per share, compared with a net
loss of $5,589,000, or $0.22 per share, for the second quarter of
2008.  The results for the second quarter of 2009 include net
expenses of $11,786,000 relating to the termination of leases.
Excluding these expenses, the net loss becomes $4,163,000, or
$0.15 per share.  Second quarter operating loss was $11,502,000
for 2009, compared with operating income of $7,078,000 for the
corresponding period in 2008.  Excluding net expenses of
$11,786,000 relating to the termination of leases, operating loss
turns into an operating income of $284,000.  Revenues for the
second quarter of 2009 were $28,636,000, compared to $76,687,000
recorded in the second quarter of 2008.

For the six months ended June 30, 2009, the Company reported a net
loss of $14,579,000, or $0.53 per share, compared with a net loss
of $24,430,000, or $1.07 per share, for the first half of 2008.
Excluding the net expenses of $11,786,000, relating to the
termination of leases, the net loss becomes $2,793,000, or $0.10
per share.  For the six months ended June 30, 2009, operating loss
was $9,145,000 compared with operating income of $4,644,000 for
the first half of 2008.  Excluding net expenses of $11,786,000
relating to the termination of leases, operating loss turns into
an operating income of $2,641,000. Revenues for the six-month
period ended June 30, 2009 were $58,429,000, compared to
$149,324,000 recorded in the first half of 2008.

Evangelos J. Pistiolis, President and Chief Executive Officer of
TOP Ships Inc., commented: "Despite our negative results, we are
happy to report that we have concluded two very important
milestones in the history of our company: the termination of our
last leases involving five old vessels and the completion of our
newbuilding program in a very tough financial environment.

In the current shipping and general economic environment, the
Company believes it is better positioned than many other companies
in the industry.  TOP Ships also pointed out its current positive
characteristics:

     -- No capital commitments.

     -- Cash flow from operations is expected to be positive for
        the full second half of 2009 and for the full year of
        2010.

     -- Very young fleet.  The owned fleet is made up of 13
        vessels; eight product tankers with an average age of less
        than two years and five dry bulk vessels with an average
        age of 8.4 years

     -- 80% of the total ship days until the end of 2011 are under
        Fixed employment, and the gross revenue of these charters
        totals approximately $200 million.  Looking further ahead,
        73% of the total ship days until the end of 2012 are under
        fixed employment, and the gross revenue of these charters
        totals approximately $250 million.

"I would like to stress that our banks have been very supportive
to our plans and actions since the beginning of the year, which
can be proven from the fact that we have received waivers from all
five banks in relation to certain covenant breaches that occurred
on December 31, 2008," Mr. Pistiolis said.

As of June 30, 2009, the Company had $719.4 million in total
assets and $441.7 million in total liabilities.

Based in Athens, Greece, TOP Ships Inc., formerly known as TOP
Tankers Inc., is an international provider of worldwide seaborne
crude oil and petroleum products and drybulk transportation
services. The Company operates a combined tanker and drybulk
fleet.


UNIVERSAL MARKETING: Taps Executive Sounding as Restructuring Mgr.
------------------------------------------------------------------
Universal Marketing Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for authority to enter into an
agreement with Executive Sounding Board Associates, Inc. to
provide restructuring management services.

Based in Philadelphia, Pennsylvania, Universal Marketing Inc. runs
an advertising and marketing business.  The Company filed for
Chapter 11 protection on July 23, 2009 (Bankr. E.D. Pa. Case No.
09-15404).  When the Debtor sought protection from its creditors,
it both listed assets and debts between $10 million and
$50 million.


VERASUN ENERGY: Gets Court Approval for Schrader as Auctioneer
--------------------------------------------------------------
Pursuant to Sections 105 and 327(a) of the Bankruptcy Code, the
VeraSun Energy Corp. and its affiliates obtained approval from the
Bankruptcy Court to employ Schrader Real Estate & Auction Co.,
Inc., as special real estate agent and auctioneer for these pieces
of real property:

  (a) approximately 380 acres of property in Granite City
      Township, Madison County, Illinois;

  (b) approximately 486 acres of property in South Litchfield
      Township, Montgomery County, Illinois; and

  (c) approximately 733 acres of property in Danville Township,
      Vermillion County, Illinois.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that the Sites are among the few
remaining assets the Debtors own with substantial value and the
Debtors are committed to selling the Sites as high as possible to
generate as much revenue as possible for their estates and
creditors.

As real estate agent and auctioneer, Schrader will:

  (a) market the Sites, including media advertising,
      photography, sales-related public relations, production of
      collateral materials and mailings;

  (b) identify and procure potential purchasers to participate
      in an Auction of the Sites;

  (c) conduct the Auction of the Sites; and

  (d) assist the Successful Bidders of the Auction in closing
      the sale of the Sites.

Schrader intends to collaborate with Westchester Auctions LLC.
Westchester will handle some of the tasks associated with
marketing and selling the Sites.  Among other things, Westchester
will (i) provide a sale manager that will assist in marketing at
least one of the Sites; (ii) provide a mailing list of buyers for
large Midwest acreage like the Sites; (iii) include the
announcement of the Auction in its company newsletter distributed
nationally and internationally; (iv) present the Sites to
prospective buyers; and (v) provide personnel at the Auction to
secure bids from registered buyers.  In exchange for these
services, Schrader will share approximately 30% of the
compensation it receives with Westchester.

Mr. Chehi tells the Court that the Debtors will not be entering
into a separate agreement with Westchester.  Nevertheless, he
submits that Westchester is qualified to assist Schrader in
marketing and selling the Sites, and is a disinterested person,
pursuant to a declaration made by Kent V. Prince, a member of
Westchester.

The Debtors will pay Schrader with a commission, which will
consist of a 3% buyer's premium to be added to the bid price and
purchase contract and collected from the buyer at closing.  In
addition, the Debtors will pay the marketing and sale room
expenses, estimated to be $67,300, incurred in connection with
the sale of the Sites.  Pursuant to the Contract, the Debtors
will pay $67,300 to Schrader within 15 days of executing the
Contract, and any excess or shortage of prepaid marketing
expenses will be adjusted upon closing of the Sites.

Given the transactional nature of Schrader's engagement, Schrader
will not be billing the Debtors by the hour and will not be
keeping records of time spent for professional services rendered
in the Chapter 11 Cases.  Schrader will, however, be keeping
descriptions of the services that were rendered pursuant to its
engagement.

Because Schrader's compensation is based on specified fees
without regard to hours worked, the Debtors submit that there is
no need for Schrader to comply with the monthly and interim fee
application requirements.  The Debtors ask that Schrader be paid
its compensation at the times set forth in the Contract.

Schrader has no agreement with any other entity -- other than
Westchester -- to share any compensation received, nor will any
be made, except as permitted under Section 504(b)(1) of the
Bankruptcy Code, Mr. Chehi notes.

Rex Schrader, president of Schrader, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, certified that as of July 22, 2009, there
was no objection or response to the Debtors' request.

                    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).


VISTEON CORP: Term Loan Agent Opposes Two Advisors for Committee
----------------------------------------------------------------
Wilmington Trust FSB, as administrative agent under Visteon
Corp.'s senior secured term loan facility, on behalf of itself and
the several lenders of the Prepetition Term Loan, asserts that the
Official Committee of Unsecured Creditors does not explain why it
needs two financial advisors, and why one of the firms cannot
provide the services the other firm is to provide, or how
inevitable duplication is to be avoided.

The Creditors Committee has sought the Court's permission to
retain FTI Consulting, Inc., and Chanin Capital Partners as its
financial advisors.

According to Wilmington Trust, although the FTI and Channin
Applications state that FTI and Chanin will coordinate to prevent
duplication, no protocol to ensure sufficient allocation of labor
and a cooperative working environment is provided.

Wilmington Trust further contends that the FTI and Channin
Applications' proposed fee structures are excessive.  Pursuant to
FTI's Application, the Debtors will pay $250,000 for the first
three months, 225,000 for the fourth month and $200,000 per month
thereafter and a completion fee of $1,500,000.  On the other
hand, the Debtors will pay Chanin $175,000 per month for the
first two months and $150,000 per month thereafter and a
restructuring transaction fee of $1,500,000.

In the event both Applications are approved, Wilmington Trust
asks the Court to make it explicit in an order that FTI and
Chanin must submit interim and final applications pursuant to
Sections 330 and 331 of the Bankruptcy Code.

                        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)


VINYL PROFILES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vinyl Profiles Acquisition, LLC
        11675 Mahoning Ave
        PO Box 698
        North Jackson, OH 44451

Bankruptcy Case No.: 09-42981

Chapter 11 Petition Date: August 6, 2009

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

Judge: Kay Woods

Debtor's Counsel: Andrew W. Suhar, Esq.
                  Suhar & Macejko, LLC
                  29 East Front Street, 2nd Floor
                  P.O. Box 1497
                  Youngstown, OH 44501-1497
                  Tel: (330) 744-9007
                  Email: asuhar@suharlaw.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/ohnb09-42981.pdf

The petition was signed by Randy Vegso, president of the Company.


WATCHWOOD LLC: Failure of Deal With Creditor Leads to Chapter 11
----------------------------------------------------------------
An official of Watchwood LLC -- the Hagerstown Hotel & Convention
Center operator -- and Bahman Inc., which owns the six-acre site,
have filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Maryland.

The tentative deal that had been worked out with BB&T, Hagerstown
Hotel's largest creditor that is owed about $5.5 million,
collapsed, Arnold S. Platou at The Herald-Mail states, citing
Farhad Jabberi, Hagerstown Hotel's general manager.  The report
says that the hotel's owners were forced to file for bankruptcy to
stop BB&T from foreclosing on the hotel.

According to The Herald-Mail, a hotel official said on Friday that
a tentative deal had been worked out with BB&T.  The Herald-Mail
relates that sales Manager Roy Arnold said that the auction
wouldn't be held, but it was still listed as active on American
Auctions & Appraisals Inc.'s Web site on Monday morning.

Court documents say that Hagerstown Hotel's financial troubles
"have stemmed from a variety of factors including, but not limited
to, the current economic downturn and ineffective management
services provided by a former hotel management company.  As a
result of these and other factors, the hotel's occupancy rates
significantly dropped beginning in the fall of 2008, and continued
through the early summer of 2009."  Hagerstown Hotel's business
has improved the last couple of months and the prior management
company has been replaced with an in-house manager.

Hagerstown Hotel currently has 60 workers, The Herald-Mail says,
citing Mr. Jaberi.  The report states that a hotel official said
last week that the hotel had 90 full- and part-time employees.

The Herald-Mail says that Craig Palik assists Watchwood and Bahman
in their restructuring efforts.

Hagerstown Hotel & Convention Center has 108 rooms.  Watchwood LLC
and Bahman Inc. bought the hotel in 2006 for $7.4 million from
longtime Hagerstown businessman Nick Giannaris.


WATCHWOOD LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Watchwood LLC
           t/a Hagerstown Hotel & Convention Center
        1910 Dual Highway
        Hagerstown, MD 21740

Bankruptcy Case No.: 09-24690

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Craig Palik, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Fax: (301) 982-9450
                  Email: cpalik@mhlawyers.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/mdb09-24690.pdf

The petition was signed by Bahman Rowhani, managing member of the
Company.


WAYTRONX INC: Posts $1.5MM Net Loss in Six Months Ended June 30
---------------------------------------------------------------
Waytronx, Inc., posted a net loss of $282,187 for the three months
ended June 30, 2009, compared with a net income of $1,967,300 for
the same period in 2008.

For the six months ended June 30, 2009, the Company posted a net
loss of $1,568,902 compared with a net income of $769,277 for the
same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $35,349,071, total liabilities of $27,224,815 and stockholders'
equity of $8,124,256.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?416c

                        Going Concern Doubt

On March 26, 2009, Webb & Company, P.A., in Boynton Beach,
Florida, raised substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
results for the fiscal years ended December 31, 2008, and 2007.
The auditors noted that the Company has a net loss of $1,830,367
and cash used in operations of $313,473 and an accumulated deficit
of $50,548,086 at December 31, 2008.

                        About Waytronx, Inc.

Based in Vista, California, Waytronx, Inc. (OTCBB: WYNX) --
http://www.waytronx.com-- formerly known as Onscreen
Technologies, Inc., is primarily focused on commercialization of
its thermal cooling technology, WayCool(TM), which addresses
intense heat generated in electronic systems, including computers,
home entertainment systems, test fixtures and medical monitoring
devices.  WayCool provides cooling technology that transfers heat
at extraordinarily high rates to promote superior thermal
management in electronics.


WEST CORP: Balance Sheet Upside-Down by $2.36 Billion
-----------------------------------------------------
West Corporation reported net income of $27,126,000 on revenues of
$606,907,000 on the three months ended June 30, 2009.  This
compares to an $11,479,000 net income on revenue of $441,433,000
in the same period in 2008.

As of June 30, 2009, West Corp. had total assets of $3,295,327,000
against liabilities of $4,423,148,000, resulting to a
stockholders' deficit of $2,363,605,000.

The Company has a $2,534,000,000 senior secured term loan facility
and $250,000,000 senior secured revolving credit facility.  The
senior secured term loan facility requires annual principal
payments of approximately $25.3 million, paid quarterly, with a
balloon payment at the maturity date of October 24, 2013 of
approximately $2,365,300,000.  The senior secured term loan
facility pricing is based on the Company's corporate debt rating
and the grid ranges from 2.125% to 2.75% for LIBOR rate loans
(LIBOR plus 2.375% at June 30, 2009), and from 1.125% to 1.75% for
base rate loans (Base Rate plus 1.375% at June 30, 2009), except
for the $134.0 million term loan expansion, which is priced at
LIBOR (subject to a 3.5% floor) plus 5.0%, and Base Rate plus 4.0%
for base rate loans.  The rate at June 30, 2009 is Base Rate plus
4.0% or 7.25%.

In September 2008, Lehman Brothers, Inc. filed for bankruptcy
protection.  West Corp.'s revolving credit facility is
administered by Lehman Commercial Paper, Inc.  In October 2008,
LCPI also filed for bankruptcy protection.  These events have
affected the availability of West's revolving credit facility as
LCPI has not funded $26.0 million of their commitment.  Subsequent
to June 30, 2009, an amendment to replace LCPI as the
administrative agent on the senior secured term loan facility and
senior secured revolving credit facility was executed.

West Corp. said in its Form 10-Q submitted to the SEC, "If we
cannot make scheduled payments on our debt, we will be in default
and, as a result: our debt holders could declare all outstanding
principal and interest to be due and payable; the lenders under
our new senior secured credit facilities could terminate their
commitments to lend us money and foreclose against the assets
securing our borrowings; and we could be forced into bankruptcy or
liquidation."

A copy of the Form 10-Q is available for free at:

              http://researcharchives.com/t/s?4171

                      Amendment to Term Loan

West Corp. is asking lenders to extend $750 million of the term
loan in exchange for being paid a higher interest rate, Bloomberg
news reported August 11, citing a person familiar with the
amendment.

Under the deal sought by West Corp., those that agree to extend
the loan until July 2016 from October 2013 will have their
interest payments increased by 125 basis points and also receive a
5-basis-point commitment fee, Bloomberg said.  A basis point is
0.01 percentage point.

According to Bloomberg, West Corp. was scheduled to hold a call
led by Deutsche Bank AG August 10 in New York to discuss the
amendment with lenders.

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West has a team of 41,000
employees based in North America, Europe and Asia.

Moody's has issued a B2/Stable corporate credit rating/outlook on
West Corp. while Standard & Poor's issued B+/Stable.  West Corp.'s
term loan and revolving loan are both rated B1 by Moody's.


WEST CORP: Maturity Extension Won't Move Moody's B2 Rating
----------------------------------------------------------
Moody's Investors Service stated that West Corporation's proposed
extension of the maturity date of $750 million of term loan B to
2016 from 2013 and other proposed amendments to its secured credit
facility will have no immediate impact on its credit or liquidity
ratings.

The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.

Based in Omaha, Nebraska, West is a leading provider of business
process outsourcing services through 3 business segments:
communication services, conferencing services and receivable
management.  West's major shareholders are Thomas H. Lee Funds,
Quadrangle Group Funds, Gary L. West, Mary E. West and company
management.  West has a B2 Corporate Family Rating and a stable
rating outlook.


WM F. KIEFER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wm F. Kiefer & Associates Inc.
        4305 Butler Hill Road
        Saint Louis, MO 63128

Bankruptcy Case No.: 09-47751

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
W & W Enterprises Surratt-States                   09-47752

Chapter 11 Petition Date: August 10, 2009

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Randall F. Scherck, Esq.
                  Lathrop & Gage LLP
                  7701 Forsyth Boulevard, Suite 400
                  St. Louis, MO 63105
                  Tel: (314) 613-2822
                  Fax: (314) 613-2801
                  Email: rscherck@lathropgage.com

Total Assets: $784,211

Total Debts: $1,657,345

A full-text copy of Wm F. Kieper's petition, including a list of
their 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/moeb09-47751.pdf

The petition was signed by William F. Kiefer, Jr., president of
the Company.


WOODBURY COUNTRY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Woodbury Country Club
        PO Box 5157
        Deptford, NJ 08096

Bankruptcy Case No.: 09-30880

Chapter 11 Petition Date: August 10, 2009

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

Debtor's Counsel: Ira Deiches, Esq.
                  Deiches & Ferschmann
                  25 Wilkins Ave.
                  Haddonfield, NJ 08033
                  Tel: (856) 428-9696
                  Fax: (856) 795-6983
                  Email: ideiches@deicheslaw.com

Estimated Assets: $0 to $50,000

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

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

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


WORLDCOM INC: IRS Wins Remand In Excise Tax Fight With WorldCom
---------------------------------------------------------------
The Hon. Barbara S. Jones of the U.S. District Court for the
Southern District of New York ruled that modems used by WorldCom
Inc. in certain of its telecommunications systems were two-way
communications devices, remanding to the Bankruptcy Court a fight
over $38 million in tax payments for such systems, according to
Law360.

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.


ZILA INC: Stockholders Meeting on Sept. 18 to Consider Merger
-------------------------------------------------------------
A special meeting of stockholders of Zila, Inc., will be held
September 18, 2009, at 8:00 a.m. Arizona time., at the Hampton Inn
& Suites, 16620 North Scottsdale Road, Scottsdale, Arizona.

At the special meeting, holders of ZILA common stock will be asked
to adopt the merger agreement with TOLMAR Holding, Inc., and to
approve the transactions contemplated by the Merger Agreement.
ZILA's Board of Directors has unanimously -- with the exception of
J. Steven Garrett, who did not participate in the consideration of
the Merger Agreement or the proposed Merger because he is employed
by TOLMAR, Inc., an affiliate of TOLMAR -- approved the Merger
Agreement and the transactions contemplated by the Merger
Agreement (including the Merger) and determined that the Merger
Agreement and the transactions contemplated by the Merger
Agreement (including the Merger) are fair, advisable and in the
best interests of ZILA and its stockholders.

On June 25, 2009, ZILA's Board of Directors approved and the
Company entered into an Agreement and Plan of Merger with TOLMAR
and Project Z Acquisition Sub, Inc., a wholly owned subsidiary of
TOLMAR.  On July 28, ZILA entered into a First Amendment to
Agreement and Plan of Merger with TOLMAR and Acquisition Sub.

Pursuant to the Merger Agreement, Acquisition Sub will merge with
and into ZILA, with ZILA surviving as a wholly owned subsidiary of
TOLMAR.  If the Merger is completed, (i) holders of shares of ZILA
common stock will be entitled to receive $0.45 in cash, without
interest and less any applicable withholding taxes, for each share
of ZILA common stock that they own immediately prior to the
completion of the Merger, and (ii) holders of ZILA Series B
Convertible Preferred Stock will be entitled to receive $0.50 in
cash, without interest and less any applicable withholding taxes,
for each share of Series B Preferred that they own immediately
prior to the completion of the Merger.  This per share
consideration is subject to equitable adjustment in the event of
any stock split, stock dividend, reverse stock split or other
change in the number of outstanding ZILA shares (or securities
convertible or exchangeable into or exercisable for ZILA shares)
between the date of the Merger Agreement and the effective time of
the Merger.

ZILA relates that Columbia West Capital, LLC rendered a written
opinion to the Board of Directors dated June 10, 2009 to the
effect that, as of that date and based upon and subject to the
matters stated in the opinion, the merger consideration to be paid
by TOLMAR in connection with the Merger is fair to ZILA's
stockholders from a financial point of view.

Holders of record of ZILA common stock and the Series B Preferred
at the close of business on August 12, 2009, the record date for
the special meeting, are entitled to receive notice of and to
attend the special meeting.  Only holders of record of ZILA common
stock as of the close of business on August 12, 2009, are entitled
to vote at the special meeting or any adjournment thereof.

                         About ZILA Inc.

Based in Scottsdale, Arizona, ZILA Inc. is a diagnostic company
dedicated to the prevention, detection and treatment of oral
cancer and periodontal disease.  ZILA manufactures and market
ViziLite(R) Plus with TBlue(R), its flagship product for the early
detection of oral abnormalities that could lead to cancer.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
historically, the Company sustained recurring losses and negative
cash flows from operations as it changed its strategic direction
to focus on the growth and development of ViziLite(R) Plus and its
periodontal product lines.  The Company's liquidity needs have
arisen from the funding of its research and development program
and the launch of its new products, as ViziLite(R) Plus, working
capital and debt service requirements, and strategic initiatives.

The Company's balance sheet at April 30, 2009, showed total assets
of $21,302,884, total liabilities of $16,932,897 and shareholders'
equity of $4,369,987.

The Company is in compliance with the terms of the senior secured
convertible notes, except for the quarterly interest payments due
April 30, 2009, and January 31, 2009.  The failures to make these
payments are events of default under its senior secured
convertible notes.  Upon an event of default, the senior secured
convertible notes bear interest at a default rate of 15.0% per
annum.  Although the Company has not received a notice of default
or acceleration from the note holders as of the date of this
filing, which is required prior to any of the principal amount
becoming due and payable as a result of the default, the Company
has reclassified the senior secured convertible notes to current
liabilities.  Pursuant to the Note Purchase Agreement, the holders
of the Senior Secured Convertible Notes have agreed not to
exercise their remedies under the notes unless and until the note
purchase agreement is terminated.  However, there can be no
assurance that the current or future note holders will not
accelerate amounts due under the senior secured convertible Notes
and proceed against their collateral.

In the event of acceleration, the Company indicated it would
likely be forced to file for protection under Chapter 11 of the
Federal Bankruptcy Code or liquidate the Company under
Chapter 7 of the Federal Bankruptcy Code, which would likely
result in its common stock becoming worthless.  The Company
anticipates it will need to refinance its senior secured
convertible notes by their due date of July 31, 2010.  As of
April 30, 2009, there were $1.1 million of unamortized debt issue
costs and $2.2 million of debt discounts relative to the senior
secured convertible notes.


* 2009 Tire Shipments to Drop 16%; Decline in OEM Tires Cited
-------------------------------------------------------------
Tire shipments are projected to drop by roughly 16% in 2009 mainly
as a result of a nearly 45% decline in Original Equipment
Manufacturer passenger tires and almost 43% drop in OEM Commercial
truck tires, according to the Rubber Manufacturers Association.

Total 2009 tire shipments are projected to decline roughly
45 million units to 237 million units.  This level is roughly
84 million units less than the peak of 321 million units in 2000.
The decrease in tire shipments reflects the recent struggles of
automotive manufacturers, low consumer confidence, high
unemployment, and depressed home values.

Vehicle miles travelled seem to have stabilized and domestic
economic conditions for both the consumer and commercial sectors
appear to have bottomed and are poised for a rebound in 2010.  The
tire industry is expected to realize a nearly 8% growth in 2010
reaching the 260 million unit level.

RMA's Tire Market Analysis Committee forecast for key categories
and their respective segments for 2008 include:

     -- Original Equipment Passenger Tires:  Large decreases in
        domestic vehicle production as a result of auto
        manufacturer production shutdowns and bankruptcy
        reorganizations will result in a nearly 46% decrease in
        2009 shipments to roughly 21 million units.  With the
        Economy predicted to emerge from the recession in 2010, a
        rebound in vehicle sales and subsequent vehicle production
        is anticipated, which will result in a nearly 11 million
        increase in OE tire shipments in 2010.  Note that this
        projection does not account for any changes to the auto
        industry as a result of further federal intervention or
        consumer incentive programs.

     -- Original Equipment Light Truck (LT) Tires:  This category
        Will experience an approximate 12% decrease, or 400,000
        units, in 2009 to nearly 2.6 million units due to slower
        economic conditions and its impact on the commercial
        sectors which utilize light truck vehicles.  There is
        continued consumer demand for vehicle fitments with
        P-Metric passenger tires in place of LT tires and as the
        economy gradually recovers in 2010, a nearly 100,000 unit
        gain is anticipated.

     -- Original Equipment Medium/Wide-Base/Heavy On-Highway
        Commercial Truck Tires: Given the downward revisions in
        the economic conditions in the commercial sector, a nearly
        44% decline to roughly 2.2 million units is anticipated
        for 2009 -- a decrease of over 1.6 million units.  The
        economic rebound anticipated for 2010 along with pent up
        demand for vehicles is projected to result in a net gain
        of roughly 500,000 units increase in shipments.

     -- Replacement Passenger Tire: As a result of the protracted
        Economic downturn and the onset of economic recovery
        pushed closer to 2010, the market will realize another
        decrease of nearly 9%, or roughly 18 million units,
        reaching a level of 176 million units.  Growth is
        anticipated to resume in 2010 with the replacement sector
        estimated to increase by roughly 5 million units, or
        slightly better than 3% , in tandem with the projected
        economic growth in the consumer sector.

     -- Replacement Light Truck Tire: Although the number of
        vehicles for this market remains steady and largely
        represented by small commercial vehicles, further declines
        in economic conditions is forecasted to contribute to a
        nearly 18% decline in replacement LT tire shipments in
        2009 to the 24 million unit level.  An increase of nearly
        8% is anticipated in 2010 in keeping with commercial
        economic forecasts.

     -- Replacement Medium/Wide-Base/Heavy On-Highway Commercial
        Truck Tires: The market will realize another decrease of
        over 3 million units in 2009 to roughly 12 million units
        as a result of the protracted recovery.  Given the uneven
        economic rebound forecast for 2010, this market is
        expected to increase by less than 1 million units to
        nearly 13 million units.

The Rubber Manufacturers Association -- http://www.rma.org/-- is
the national trade association for the rubber products industry.
Its members include more than 60 companies that manufacture
various rubber products, including tires, hoses, belts, seals,
molded goods, and other finished rubber products.

RMA's Tire Market Analysis Committee is comprised of tire market
professionals representing the major U.S. tire manufacturers,
which account for more than 90% of all U.S. tire shipments.  Their
analyses and forecasts of current and future industry activity
include a review of RMA tire industry and economic data,
government trade figures, and vehicle sales and production.  TMAC
develops its consensus view for tire demand from this process.


* Bank Failures Assured as Mortgage Holdings Suffer
---------------------------------------------------
U.S. banks are so heavily invested in home mortgages that more are
sure to fail, Bloomberg's Carla Main said, citing economist
Rebecca Wilder, who writes the News N Economics blog.

Bloomberg's "Chart of the Day" shows mortgages have grown far
faster than total assets at commercial banks since the end of
World War II.  Mortgage loans as a percentage of bank assets was
29% at the end of last year, exceeding the postwar average of 18%.
The highest figure was 33% in 2006.


* Canadian Bankruptcies Rise 52% in June from A Year Ago
--------------------------------------------------------
The number of bankruptcies filed by consumers and businesses in
Canada climbed 52% to 11,338 in June, the country's bankruptcy
superintendent reported on its Web site, according to reporting by
Greg Quinn at Bloomberg.  Bankruptcies in Canada increased in June
from the same month a year ago as more consumers gave up paying
their bills amid the country's first recession since 1992,
Mr. Quinn said.


* Consumer, Celebrity Bankruptcies May Hit 1.4 Million
------------------------------------------------------
Consumer bankruptcies show no sign of abating after rising more
than a third this year and may hit 1.4 million by Dec. 31 as jobs
are lost and loans are harder to get, Bloomberg News reported,
citing the American Bankruptcy Institute.  As filings continue,
they are found among more varied social and commercial groups,
Bloomberg said.

Celebrities who filed for bankruptcy in July included movie star
Stephen Baldwin and former Major League All Star Lenny Dykstra.

According to Carla Main at Bloomberg, JPMorgan Chase & Co., the
second-largest U.S. bank, predicted more losses on consumer loans
last month even as it announced a rise in second-quarter profit on
record investment banking fees.


* Kurtzman Carson Named Among Best Places to Work in Los Angeles
----------------------------------------------------------------
Kurtzman Carson Consultants LLC was named as one of the 2009 Best
Places to Work in LA by the Los Angeles Business Journal for the
second consecutive year.  This countywide survey and awards
program identifies, recognizes and honors the best places of
employment in Los Angeles County, benefiting the region's economy,
its workforce and businesses.

"As KCC expanded its staff over the past year to stay ahead of
growing demand for our services, we remained focused on preserving
the 'work-hard, play-hard' culture upon which the company was
founded," said Jonathan Carson, KCC's co-founder and managing
director.  "As we continue to evolve as a company, we maintain our
commitment to making KCC a positive and fulfilling place to work
with team-building, internal training and fun activities designed
to build an even better KCC for tomorrow."

The 2009 Best Places to Work in LA list is comprised of 67
companies split into three groups: 5 small-sized companies (15-24
employees), 50 medium-sized companies (25-249 employees) and 12
large-sized companies (250 or more employees). Kurtzman Carson
Consultants LLC is named one of the Best Places to Work in LA in
the medium-sized company category.

Participating companies undergo a thorough reporting process where
Best Companies Group, a third party provider and professional firm
based in Harrisburg, PA, identifies strengths and weaknesses of
the workplace according to a detailed employee survey.  The report
identifies opportunities within a company to build a better
workplace and to recognize areas of excellence.  The report
includes categories such as leadership and planning, corporate
culture and communications, work environment, training and
development as well as pay and benefits.

In its role as a claims and noticing agent for some of the
country's largest Chapter 11 proceedings, KCC employees provide
administrative support and services to streamline the
restructuring process for corporate debtors and their
professionals.  Given the rise in Chapter 11 filings during the
current downturn, KCC made substantial investments in
infrastructure, operational capacity and personnel to remain at
the forefront of the restructuring cycle.  KCC clients include
Cooper-Standard Holdings, Charter Communications, General Growth
Properties, Lear Corporation, Six Flags, Visteon, among many
others.

Founded in 2001, Kurtzman Carson Consultants LLC, a Computershare
company, is a claims and noticing agent providing administrative-
support services and technology solutions to companies undergoing
corporate restructuring.  KCC has offices in Los Angeles, New York
and Memphis.


* Survey Says Lenders See Economic Recovery Within Next 9 Months
----------------------------------------------------------------
The majority of lenders surveyed believe economic recovery will
begin within the next nine months.  Lenders also weighed in on how
the Obama administration's policies will effect inflation and the
dollar's value versus other currencies, according to the results
of last quarter's Phoenix Management "Lending Climate in America"
Survey.

More than half of the survey respondents -- 51% -- believe the
economy will begin its upswing/recovery in the next nine months
(increasing from 30% in the previous survey).  When asked about
the perceived timing of the economic recovery:

     -- 34% anticipate the recovery within the next nine months;
     -- 22% believe the recovery will begin within the next 12
        Months;
     -- 20% of respondents believe signs of improvement will
        appear within the next 18 months;
     -- 15% anticipate a recovery beginning with the next six
        Months;
     -- 5% of lenders believe it will be more than 18 months
        before the economic recovery will begin;
     -- 2% of lenders believe the economic recovery will begin
        within the next three months.

The survey says 47% of lenders believe the Obama administration's
policies will result in current inflation concerns, further
depressing the dollar's value versus other currencies.  When asked
to gauge the impact of the current administration's policies on
the value of the U.S. dollar against foreign currencies, 37% of
respondents opined that proposed policies will have little impact,
that the relative value of currencies are more impacted by global
economic conditions.  The survey says 12% indicated the proposed
policies are prudent for the U.S. economy's long-term growth and,
therefore, beneficial to the strength of the U.S. dollar.  The
remaining 4% gave "Other" responses.

"What really surprised me about this quarter's survey is how
divided Lenders are about the direction of the housing market,"
said Michael Jacoby, Managing Director and Shareholder of Phoenix
Management Services.

Lenders are divided on the near-term direction of the U.S. housing
market:

     -- 30% of respondents opined foreclosures will continue to
        increase as distressed borrowers are unable to modify
        their current mortgage;
     -- 27% believe lower home prices will lead to stabilization
        in the housing market;
     -- 25% of respondents anticipate average home prices will
        continue to decline;
     -- 17% of lenders opined that mortgage rates will continue to
        rise amidst increasing inflation concerns.

Nearly half of all respondents -- 42% -- believe, in relation to
the General Motors bankruptcy filing, that additional funds will
be required from the U.S. government.  When polled regarding the
eventual outcome of the GM bankruptcy filing, 20% of lenders gave
these two responses: GM will be required to sell additional
assets/brands to provide critical liquidity, and it will be a
successful process that results in a healthier GM emerging from
bankruptcy within the next year.  The survey says 14% of
respondents believe contentious negotiations between GM's
creditors would result in the company being mired in the process
for an indefinite timeframe.  The final 3% of respondents believe
"Other" outcomes will take place regarding the GM bankruptcy.

Improved expectations for domestic lending were evident for the
third consecutive survey.  The overall diffusion index for all
lending segments improved to negative 16 percentage points (from
negative 52 percentage points in the survey two quarters prior).
Respondents indicated that, on average for all domestic lending
categories, 24% have expectations for increased loan demand
(versus 20% in the prior quarter).

The survey says 25% of lenders indicated their financial
institution would consider a loan request with a Senior Debt to
EBITDA multiple as high as 2.0-2.5x, five percentage points higher
than the previous survey.  The survey says 21% of respondents
indicated their institution would only consider a loan request
with a multiple as high as 2.5-3.0x (previous survey: 23%).  The
survey says 15% of respondents indicated they would only consider
a loan request with a Senior Debt to EBITDA multiple as high as
3.0-3.5x (previous survey: 20%).  The survey says 27% of
respondents indicated they are collateral lenders and do not
utilize cash flow multiples as the primary factor in credit
decisions.

The Phoenix Management Services "Lending Climate in America"
survey is conducted quarterly to gauge shifts in lenders'
attitudes toward the economy.  The Phoenix survey includes lenders
from commercial banks, commercial finance companies and factors
across the nation.  Phoenix has been conducting this survey for
over 13 years.

Phoenix Management Services Inc. --
http://www.phoenixmanagement.com/-- provides turnaround, crisis
and interim management and strategic advisory services to middle