TCR_Public/090731.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 31, 2009, Vol. 13, No. 210

                            Headlines

460 TENNESSEE: Voluntary Chapter 11 Case Summary
ABITIBI-CONSOLIDATED: S&P Changes Recovery Ratings on Debt
ALBERT GENE PIZZO: Case Summary & 9 Largest Unsecured Creditors
ADVANCED ENVIRONMENTAL: Capital Deficit Raises Going Concern Doubt
AMBAC ASSURANCE: Loss Reserve Increase Cues Moody's Junk Rating

AMBAC ASSURANCE: S&P Keeps Developing Watch on San Antonio Bonds
ANN TAYLOR: Cuts 10% of Workforce to Improve Profitability
APOLLO CASUALTY CO.: AM Best Assigns 'C++' Financial Strength
ARCLIN CANADA: Moody's Downgrades Corporate Family Rating to 'Ca'
ARCLIN CANADA: S&P Downgrades Corporate Credit Rating to 'D'

ARCLIN US: Secures Court Approval of First Day Motions
ARCLIN US: Critical Vendor Motion Muddles Sec. 503(b)(9) Provision
ASCOT PARTNERS: Madoff Judge Freezes Remaining $10MM in Funds
ASCENDANT UTAH: Files Chapter 11 in Nevada
ASSOCIATED BANC-CORP: Fitch Cuts Preferred Stock Rating to 'BB+'

ATLAS MINING: Independent Auditor Raises Going Concern Doubt
BANK OF AMERICA: Merrill Names Executives for Canada Banking Team
BERNARD MADOFF: $3.2BB in Claims Allowed, $283-Mil. Paid by SIPC
BERNARD MADOFF: NY Court Freezes Remaining $10MM in Ascot Funds
BERNARD MADOFF: Court Approves Sale of Interests in Private Jet

BIG 10 TIRES: Court Sets Sept. 21 Bar Date for Proofs of Claim
BOB'S AUTOMOTIVE: Voluntary Chapter 11 Case Summary
BRUNO'S SUPERMARKETS: Panel May Employ Bracewell as Co-Counsel
CAPITAL CORP: Now Hiring Bingham as Non-Bankruptcy Counsel
CARABEL EXPORT: Sells Assets to Continental Tiles for $6,650,000

CIRCUIT CITY: To Auction Off Los Angeles and San Jose Locations
CITIGROUP INC: S&P Downgrades Ratings on Preferred Issues to 'C'
CONSECO INC: Expects to Report at Least $15.8MM Q2 Net Income
CIRCUIT CITY: Bids for Intellectual Property Assets Due August 11
CITIGROUP INC: Securities Exchange A Success; $20.3-Bil. Tendered

CITIGROUP INC: To Sell Ownership Interest in Nikko AM to Sumitomo
COAL FINANCING: Wants Schedules Filing Extended until August 13
COAL FINANCING: Section 341(a) Meeting Scheduled for August 19
COUNTERPATH CORP: BDO Dunwoody Raises Going Concern Doubt
CREATIVE LOAFING: Court to Rule on Atalaya Credit Bid on Aug. 25

CREATIVE LOAFING: President Willing to Step Down to Foil Atalaya
CRUCIBLE MATERIALS: Court Sets September 30 as Claims Bar Date
CRUCIBLE MATERIALS: Reaches Settlement with BofA on Assets Release
DANIEL BERNHARDT: Case Summary & 13 Largest Unsecured Creditors
DEBIASSE ENTREPRENEURS: Voluntary Chapter 11 Case Summary

DELPHI CORP: Court Confirms Plan; Expects Closing This Quarter
DELPHI CORP: Creditors May Resell Assets, Says Analyst
DELPHI CORP: Wants to Stay Retirees' Suit
DELPHI CORP: Obtains Approval of Modifications to D&O Deals
DELTA AIR LINES: Divulges Plans to Mitigate Impact of Recession

DELTA AIR LINES: Seeks to Resolve Seniority, Representation Issues
DELTA AIR LINES: Suggests Govt. Control of Speculative Oil Trades
DOMINGO MORALES: Case Summary & 11 Largest Unsecured Creditors
EDWARD MICHAEL BOBOLA: Voluntary Chapter 11 Case Summary
ENERGY PARTNERS: Plan Gets Overwhelming Support from Noteholders

EVERETT MARITIME: Port of Everett Seeks Transfer of Venue
FIFTH AVENUE EXCAVATING: Case Summary & 6 Largest Unsec. Creditors
FLEETWOOD RETAIL: Case Summary 50 Largest Unsecured Creditors
FLYING J: Seeks Court Nod to Borrow $100 Million from Pilot Travel
FONTAINEBLEAU: Wants Use of Cash Collateral Until Aug. 31

FONTAINEBLEAU: Proposes Sept. 15 as Lien Claims Bar Date
FONTAINEBLEAU: Amended List of 20 Largest Unsec. Creditors
FOOTHILLS TEXAS: Judge Sontchi Denies Two VP Retention Payments
FOREST CITY: Moody's Downgrades Ratings on Senior Debt to 'B3'
FRONTIER AIRLINES: Southwest Presents $113.6MM Non-Binding Offer

FULTON-HARRISON: Case Summary & 15 Largest Unsecured Creditors
G&D PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
GARY ARD: Case Summary & 20 Largest Unsecured Creditors
GENERAL GROWTH: Gets More Time to File Bankruptcy Exit Plan
GENERAL MOTORS: Debtors Further Amend DIP Facility Terms

GENERAL MOTORS: New GM Seeks $10 Bil. Financing From Energy Dept.
GENERAL MOTORS: Debtors to File Schedules September 29
GENERAL MOTORS: Obligations to Delphi Pensions Were Met
GENERAL MOTORS: Application to Hire Jones Day as Counsel
GENERAL MOTORS: Application to Hire Baker as Counsel

GENERAL MOTORS: Application to Employ Lowe Fell as Legal Counsel
GENERAL MOTORS: Employs LFR, Brownfield & Claro
GEORGIA GULF: Fitch Upgrades Issuer Default Rating to 'B-'
GLOUCESTER HOLDING: Case Summary 7 Largest Unsecured Creditors
GRABOW PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

GRAIN DEALERS MUTUAL: AM Best Rates Financial Strength at "B"
HARTMARX CORP: In Dispute With Buyers, Sale Could Fall Off
HCA INC: Fitch Assigns 'BB/RR1' Rating on $750 Mil. Notes
HCA INC: S&P Assigns 'BB' Rating on $750 Million Senior Notes
HARTMARX CORP: CEO Homi Patel to Leave Company After 30 Years

HAWAIIAN TELCOM: Should Name Exit Lender, Says U.S. Trustee
HELSEL LUMBER: Case Summary & 20 Largest Unsecured Creditors
HILLMAN COMPANIES: Moody's Assigns 'Ba2' Ratings on Loan Tranches
HILLMAN GROUP: S&P Puts 'B-' Corp. Rating on CreditWatch Positive
HORIZON LINES: S&P Downgrades Corporate Credit Rating to 'B'

IMPEL INC: Case Summary & 20 Largest Unsecured Creditors
INDALEX HOLDINGS: DOJ Wants NC Plant Divested Under Sapa Deal
JAMES STEPHENS: Taps Law Offices of Goodman as Counsel
JAMES STEPHENS: Wants Schedules Filing Extended Until August 13
JAMES STEPHENS: Wants to Sell Milwaukee Property for $390,000

JEFFERY ROOT: Case Summary & 7 Largest Unsecured Creditors
JOE GIBSON: Customers Want Zurich to Promptly Comply with Deal
LAKE AT LAS VEGAS: Completes Repair of Two Pipelines
LAKE AT LAS VEGAS: Creditors Sue Credit Suisse Over Loans
LAKE BURTON: U.S. Trustee Sets Meeting of Creditors for August 12

LAKE BURTON: U.S. Trustee Sets Meeting of Creditors for August 12
LOCAL TV: Moody's Downgrades Corporate Family Rating to 'Caa2'
LOU PEARLMAN: Backstreet Boys Member Opposes Return of Payouts
MCJUNKIN RED: Moody's Cuts Ratings on $900 Million Loan to 'Ba1'
MERITAGE HOMES: Loan Termination Won't Affect S&P's 'B+' Rating

MARK IV: Court Approves Plan Outline; Ballots Due Sept. 15
MERLIE MESAR: Case Summary & 20 Largest Unsecured Creditors
MICHAEL LEE BJORKMAN: Case Summary & 15 Largest Unsec. Creditors
MTR GAMING: S&P Affirms Corporate Credit Rating at 'B-'
NATIONAL CENTURY: Poulsen Gets 30 Years; Parrett 25 Years

NATIONAL CENTURY: Hampton-Stein Sues for Conspiracy, Fraud
NATIONAL CENTURY: Trustee Counters With Own Suit vs. Hampton-Stein
NORTEL NETWORKS: Reaches Settlement with Testing House Mexico
NORTEL NETWORKS: Settles Claims with First Communications
NORTEL NETWORKS: Court Approves Crossroads Settlement

NORTEL NETWORKS: Disability Benefits For Employees May Be Cut Off
NORWOOD PROMOTIONAL: To Assign Art Licensing Contracts to Bic
NORWOOD PROMOTIONAL: Wants Plan Filing Deadline Moved to Dec. 1
OPUS EAST: Can Continue Operations Through January 2010
OPUS WEST: Court Approves Cash Collateral Use on Final Basis

OPUS WEST: Court Okays Auction for Properties, 44 SPEs
OPUS WEST: Court Approves Auction for Interests in Arborwest
OPUS WEST: Creditors Committee Down to Three Members
PACIFIC NORTHSTAR: Files for Protection in California
PLIANT CORP: Lenders Block Vote on Apollo's Chapter 11 Plan

POLAROID CORP: Can Employ Bingham McCutchen as Tax Counsel
POLAROID CORP: Can Sell ID Business to PCID for $1.3 Million
POLAROID CORP: Can Use Cash of $1.4 Million Until August 30
PQ CORP: S&P Changes Outlook to Negative; Affirms 'B' Rating
PROSPECT MEDICAL: S&P Raises Counterparty Credit Rating to 'B'

PROTOSTAR LTD: Contract Dispute Leads to Chapter 11 Filing
PROTOSTAR LTD: Case Summary & 19 Largest Unsecured Creditors
R-C BUSINESS TRUST: Case Summary & 10 Largest Unsecured Creditors
RAINBOW 215: Files for Chapter 11 Protection in Nevada
RATHGIBSON INC: Files Schedules of Assets and Liabilities

REFCO LLC: Ex-Lawyer Joseph Collins Found Guilty of Fraud
REFCO LLC: Lead Plaintiffs Appeal Ruling in Securities Class Suit
REFCO LLC: Litigation Trustee Sues Euro Brokers
R.H. DONNELLEY: Files Plan and Disclosure Statement
RITZ CAMERA: Shuts Down East Valley Stores

SANFORD HARVEY SCHATZ: Case Summary & 4 Largest Unsec. Creditors
SARATOGA RESOURCES: Unveils Results of Mid-Year Reserve Audit
SB PARTNERS: Posts $6.1 Million Net Loss in Quarter Ended March 31
SPECTRUM BRANDS: Gets Court Nod for $1.3MM Sale of Orville Assets
SPECTRUM BRANDS: Gets Court Nod to Pay Workers Assisting Shutdowns

SPRINT NEXTEL: Posts $384 Million Net Loss in Second Quarter 2009
SPRINT NEXTEL: Virgin Mobile Deal Won't Affect S&P's 'BB' Rating
SRH/CMS STERLING: Potomac Realty to Sell Collateral on August 25
STAR TRIBUNE: Wins Approval of Plan Disclosure Statement
STATION CASINOS: Negotiations Fail to Bring Prepackaged Plan

STATION CASINOS: To File Schedules & Statements Sept. 26
STATION CASINOS: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
STATION CASINOS: S&P Cuts Ratings on $900 Mil. Facilities to 'D'
SUCCESSOR BORROWER: Case Summary & 20 Largest Unsecured Creditors
SUNESIS PHARMA: Posts $21MM Net Loss in Six Months Ended June 30

SUSAN SLACHTA: Case Summary & 4 Largest Unsecured Creditors
TEREX CORP: S&P Assigns 'BB+' Rating on $66 Mil. Incremental Loan
TENNECO INC: Reports $33MM Net Loss in Q2, $290MM Deficit
TUSCANY RESERVE: Can Hire Heller Draper as Counsel
TUSCANY RESERVE: US Trustee Sets Meeting of Creditors for Aug. 14

TWO SPRINGS: Government's Alter Ego Claims Fail
USEC INC: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
USG CORPORATION: Fitch Corrects Ratings; Assigns 'BB/RR1' Rating
VISTEON CORP: Cash Collateral Use Authorized Until Aug. 14
VISTEON CORP: To Pay More for LERA & Maquiladora Programs

VISTEON CORP: To Enter Into Indemnity Agreement with Travelers
VISTEON CORP: Gets Nod Severance & Retention Programs on 2nd Try
VOUGHT AIRCRAFT: Boeing Completes Acquisition of SC Operations
VSS ENTERPRISE: Court Says Managers Can be Liable for Unpaid Wages
WENTWORTH HILLS: Secured Party to Sell Collateral on August 25

XERIUM TECHNOLOGIES: Likely Breach Cues S&P to Junk Ratings
YOUNG BROADCASTING: Court OKs Gray to Manage 7 TV Stations

* PBGC Pulls Deals With BlackRock, Goldman After Bidding Probed
* U.S. Properties Worth $2.2 Trillion at Default Risk

* Edward Albert Joins Macquarie Capital as Managing Director
* Michael McMahon Joins Houlihan Lokey as Managing Director
* Three Former JPM Bankers Form Restructuring Firm CoveView

* BOOK REVIEW: Rupert Murdoch: Creator of a Worldwide Empire

                            *********

460 TENNESSEE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 460 Tennessee Street, LLC
        429 N. Main Street
        Memphis, TN 38103

Bankruptcy Case No.: 09-28169

Chapter 11 Petition Date: July 29, 2009

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

Debtor's Counsel: Eugene G. Douglass, Esq.
                  2820 Summer Oaks Drive
                  Bartlett, TN 38134
                  Tel: (901) 388-5804
                  Fax: (901) 372-8264
                  Email: egdouglass@bellsouth.net

Total Assets: $4,001,000

Total Debts: $3,251,806

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

The petition was signed by Robert G. Williams, chief manager of
the Company.


ABITIBI-CONSOLIDATED: S&P Changes Recovery Ratings on Debt
----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
ratings on Abitibi-Consolidated Inc.'s (D/--/--) and Abitibi-
Consolidated Co. of Canada's senior unsecured debt to '6' from
'5'.  The '6' recovery rating indicates S&P's expectation of
negligible (0%-10%) recovery for debtholders at emergence from
bankruptcy.

The '1' recovery rating on ACCC's senior secured notes and secured
364-day loan is unchanged, indicating S&P's expectation of very
high (90%-100%) recovery at emergence from bankruptcy.

The long-term corporate credit rating on ACI and the issue-level
ratings on ACI's and ACCC's senior secured and unsecured debt are
unchanged at 'D'.

The subsidiaries of AbitibiBowater Inc. (D/--/--) that comprise
the business conducted by ACI and Bowater Inc.  (D/--/--) have
filed for protection under either Chapter 11 or Chapter 15 of the
United States Code, or the Companies' Creditors Arrangements Act
in Canada.  According to the bankruptcy filings, the Abitibi
entities have obtained their own debtor-in-possession financing in
the form of a US$270 million accounts receivable securitization
and a US$90 million term loan.  Under the terms of the governing
documents, neither AbitibiBowater, nor Bowater, nor any subsidiary
of Bowater is an obligor under the Abitibi DIP financing.
Similarly, none of the Abitibi entities is an obligor under the
Bowater DIP facilities.

"We believe reorganization and emergence, or a sale of the company
as a going concern, is the more likely outcome for the Abitibi
entities, and so S&P's recovery ratings reflect its valuation of
the group on a going-concern basis," said Standard & Poor's credit
analyst Jatinder Mall.

Although, in Standard & Poor's view, the fundamentals for the
North American paper industry are weak because of electronic
substitution, and demand, especially for newsprint, is in a
secular decline, S&P believes that the Abitibi entities' emergence
is supported by their leading market position in newsprint and
specialty papers in North America.  That said, S&P believes the
Abitibi entities face various challenges and risks in their
efforts to reorganize (including potential difficulties
surrounding the availability of "exit" financing) that could
ultimately prove insurmountable.  S&P believes the Abitibi
entities' prospects for reorganization could be impaired if they
are unable to improve gross and operating margins, and EBITDA
remains at or below current levels.  In S&P's view, it is
questionable whether the Abitibi entities' going-concern value on
the basis of current operating metrics would necessarily exceed
their liquidation value.


ALBERT GENE PIZZO: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Albert Gene Pizzo
               Joan Elnora Pizzo
               2227 Francisco Drive
               Newport Beach, CA 92660

Bankruptcy Case No.: 09-17676

Chapter 11 Petition Date: July 29, 2009

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

Debtors' Counsel: Jerome S. Cohen, Esq.
                  3731 Wilshire Blvd, Suite 514
                  Los Angeles, CA 90010
                  Tel: (213) 388-8188
                  Fax: (213) 388-6188
                  Email: jsc@jscbklaw.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 9 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cacb09-17676.pdf

The petition was signed by the Joint Debtors.


ADVANCED ENVIRONMENTAL: Capital Deficit Raises Going Concern Doubt
------------------------------------------------------------------
For six months ended June 30, 2009, Advanced Environmental
Recycling Technologies, Inc., posted a net loss of $287,000
compared with a net loss of $9.1 million for the same period in
the previous year.  The Company recorded a net income of $1.3
million in the second quarter of 2009 compared to a net loss of
$7.7 million in 2008.

Advanced Environmental disclosed in its Form 10-Q submitted to the
Securities and Exchange Commission that there is substantial doubt
about its ability to continue as a going concern.  The ability of
the Company to continue as a going concern is dependent upon the
support of its creditors, investors and customers, and its ability
to successfully mass produce and market its products at
economically feasible levels.

At June 30, 2009, the Company's balance sheet showed total assets
of $59.2 million and total liabilities of $63.6 million, resulting
in a stockholders' deficit of $4.4 million.

At June 30, 2009, the Company had a working capital deficit of
$23.5 million and a stockholders' deficit of $4.4 million.  The
Company incurred losses from operations of $19.8 million and
$8.8 million for the years ended December 31, 2008, and 2007.

The Company says it has limited additional financial resources
available to support its operations and has relied over the last
year on extensions of certain of its financings by its lenders.
The Company will require additional financial resources in order
to fund maturities of debt and other obligations as they become
due.

A full-text copy of the Company's Form 10-Q id available for free
at http://ResearchArchives.com/t/s?404f

Based in Springdale, Arizona, Advanced Environmental Recycling
Tech. (NASDAQ:AERT) -- http://www.aertinc.com/-- develops,
manufactures and markets composite building materials that are
used in place of traditional wood or plastic products for exterior
applications in building and remodeling homes and for certain
other industrial or commercial building purposes.


AMBAC ASSURANCE: Loss Reserve Increase Cues Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service has downgraded to Caa2 from Ba3 the
insurance financial strength ratings of Ambac Assurance
Corporation and Ambac Assurance UK Limited.  In the same rating
action, Moody's also downgraded the credit ratings of Ambac
Financial Group, Inc., lowering the rating of the senior unsecured
debt to Ca from Caa1.  The ratings outlook for Ambac is
developing, and is negative for Ambac Financial.

The rating action may have implications for certain transactions
wrapped by Ambac as discussed later in this press release.

                Rationale for Ratings And Outlooks

The rating action was prompted by Ambac's recently announced large
loss reserve increase and credit impairment charge estimated for
2Q2009.  These losses would reduce Ambac's regulatory capital to
levels below the required minimum threshold, though the company
has petitioned the Wisconsin insurance regulator to approve a
reclassification of statutory contingency reserves to offset the
capital depletion.  With the risk of regulatory intervention now
elevated, Moody's believes there will be increased pressure on
Ambac's counterparties to commute outstanding exposures on terms
that could imply a distressed exchange.

For Ambac Financial, the greater regulatory risk further reduces
the likelihood in Moody's view that the holding company will be
able to access operating company resources over a reasonable
timeframe to satisfy its obligations.  This raises the risk of
distressed exchanges of outstanding debt with moderate-to-high
estimated severity due to the holding company's modest cash
position and limited financial flexibility.

The developing outlook for Ambac reflects the possibility of
either positive or negative movement on Ambac's insurance
financial strength ratings, depending on the performance of the
insured portfolio and including any negotiated policy terminations
over the next one to two years.

The negative outlook for Ambac Financial reflects Moody's view
that severity of loss on senior debt could be quite high,
particularly if the company's performance deteriorates further.

                Treatment of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's November 10, 2008
announcement entitled "Moody's Modifies Approach to Rating
Structured Finance Securities Wrapped by Financial Guarantors".

In light of the downgrade of Ambac, Moody's will position the
ratings of wrapped transactions or withdraw such ratings according
to these criteria.  For wrapped transactions whose ratings are
withdrawn based on these criteria, if the rating of Ambac should
subsequently move back into the investment grade range, or if the
agency should subsequently publish the underlying rating, Moody's
would reinstate the rating to the wrapped instruments.

                     List Of Rating Actions

These ratings have been downgraded:

* Ambac Assurance Corporation -- insurance financial strength to
  Caa2 from Ba3;

* Ambac Assurance UK Limited -- insurance financial strength to
  Caa2 from Ba3;

* Ambac Financial Group, Inc. -- senior unsecured debt to Ca from
  Caa1, junior subordinated debt to C from Caa2 and provisional
  rating on preferred stock to (P)C from (P)Ca.

The last rating action related to Ambac was on April 13, 2009,
when Moody's downgraded Ambac's financial strength ratings to Ba3
and Ambac Financial's ratings (senior debt to Caa1).

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.


AMBAC ASSURANCE: S&P Keeps Developing Watch on San Antonio Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BBB-' ratings on
the San Antonio's $129.93 million revenue empowerment zone bonds
series 2005A and $78.215 million taxable contract revenue bonds
series 2005B, issued for the San Antonio Convention Center Hotel
Finance Corp., remain on CreditWatch with developing implications.
Developing means S&P may lower or raise the ratings.  This update
reflects the current rating on Ambac Assurance Corp.
(CC/Developing/--).  All of the ratings on the issues receive
enhancement in the form of DSRF surety policies with Ambac.

The CreditWatch listing reflects S&P's concerns about the
project's ability to complete construction as projected by
management and continue to operate under temporary certificates of
occupancy that expire monthly.  In addition, S&P is evaluating the
creditworthiness of the city's backup pledge, to determine if S&P
believes it is stronger than the pledge of the hotel net revenues.

According to its project finance criteria, Standard & Poor's
considers whether funds deposited in the DSRF, which are generally
sized in the amount of at least 12-month debt service, are
invested in securities rated equal to the project's rating or
higher, and will be available to pay debt service in the event of
a shortfall.  Because Ambac is currently rated speculative grade,
the creditworthiness of the DSRF supported by the surety policy is
below the creditworthiness of the bonds.


ANN TAYLOR: Cuts 10% of Workforce to Improve Profitability
----------------------------------------------------------
AnnTaylor Stores Corporation is expanding its restructuring
initiatives and taking further actions to reduce the Company's
cost structure and improve profitability.  The actions build upon
the Company's multi-year strategic restructuring program that was
first announced in January 2008.

The actions include, among other things, further right-sizing of
the Company's corporate and divisional organization, changes to
the Company's field staffing, expansion of the Company's strategic
non-merchandise procurement initiative, and further optimization
of the Company's real estate portfolio.  Citing an AnnTaylor
spokesperson, John Kell at The Wall Street Journal relates that
the latest cuts included 160 headquarters and non-store positions
that were active or open, about 10% of that work force.

Based on the expanded program, the Company now expects to generate
ongoing annualized savings totaling roughly $125 million over the
three-year program period ending in fiscal 2010, compared to the
$85 million to $95 million in savings previously anticipated.
Approximately $40 million of these savings were generated in
fiscal 2008, an incremental $60 million are expected to be
realized in the current fiscal year, and the remainder is expected
in fiscal 2010.

Kay Krill, Ann Taylor President and Chief Executive Officer
stated, "Since we began our strategic restructuring program in
January 2008, our goal has been to build a more effective and
efficient operational foundation that supports future growth and
improved profitability over the long term.  In light of the
current environment, and encouraged by the process improvements
and efficiencies we have achieved to-date, we have now identified
additional opportunities to further reduce our SG&A cost
structure, while improving our efficiency and profitability.
These additional steps are expected to generate approximately
$30 million in incremental annualized savings over our previous
range.  At the same time, we continue to be focused on delivering
compelling product and exceptional value to our clients."

Total pre-tax restructuring costs associated with the Company's
multi-year program are now expected to be in the range of
$130 million to $140 million, approximately $92 million of which
have already been incurred.  The costs include the $95-100 million
previously anticipated under the program, plus incremental one-
time costs of roughly $35 million to $40 million.  Of the
incremental costs, the majority of which are expected to be
incurred in the second quarter of 2009, approximately $20 million
to $25 million are expected to be non-cash costs related to the
optimization of the Company's real estate portfolio and roughly
$15 million are expected to be cash costs associated primarily
with the further streamlining of the organization.

               Update on Second Quarter Expectations

The Company has provided an update on its expectations for the
second quarter period ending August 1, 2009.

With respect to the second quarter ended August 1, 2009, the
Company indicated that it expects to report sales of roughly
$470 million.  Comparable store sales for the second quarter 2009
will continue to reflect weakness, primarily at the Ann Taylor
division.

The Company anticipates its gross margin rate for the second
quarter to be in line with the gross margin rate achieved in the
second quarter of 2008, while selling, general and administrative
expenses are expected to reflect a slight improvement versus the
previous outlook of $245 million.

As a result of stronger-than-expected sales and continued cost
savings related to its strategic restructuring program, the
Company expects its second-quarter earnings per diluted share,
excluding restructuring and non-cash impairment costs, to be
slightly better than breakeven.

The Company noted that it expects to close the fiscal second
quarter with cash and cash equivalents totaling approximately
$125 million, excluding any borrowings under its revolving credit
facility, compared with the $112 million and $74 million in cash
and cash equivalents reported at fiscal year-end 2008 and fiscal
first quarter-end 2009, respectively, on the same basis.

According to The Journal, AnnTaylor, hurt by slumping mall
traffic, reported three consecutive quarterly losses.

                         About Ann Taylor

Based in New York, Ann Taylor Stores Corporation --
http://www.AnnTaylorStoresCorp.com/-- is one of the leading
women's specialty retailers for fashionable clothing in the United
States, operating 939 Ann Taylor, LOFT, Ann Taylor Factory, and
LOFT Outlet stores in 46 states, the District of Columbia and
Puerto Rico as of May 2, 2009, as well as online at AnnTaylor.com
and AnnTaylorLOFT.com.


APOLLO CASUALTY CO.: AM Best Assigns 'C++' Financial Strength
-------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating (FSR) of
C++ (Marginal) and issuer credit rating (ICR) of "b" to Apollo
Casualty Company of Florida (ACCF) (Pompano Beach, FL).  The
outlook assigned to these ratings is negative.

Concurrently, A.M. Best has affirmed the FSRs of C++ (Marginal)
and ICRs of "b" of American General Holdings Group (American
General), its member, Apollo Casualty Company (Apollo Casualty)
(Des Plaines, IL) and American General's separately rated
affiliate, Delphi Casualty Company (Delphi Casualty) (Des Plaines,
IL).  The outlook for these ratings is negative.

The rating actions for ACCF reflect its elevated underwriting
leverage, limited business profile, combined with significant
premium growth since its inception in 2007.  In addition, the
ratings reflect the company's geographic concentration of risk,
principally in the southern Florida market, limited product
offerings with writings consisting predominantly of non-standard
automobile coverages and ACCF's above average expense structure.
Due to the marginal risk-adjusted capital position of ACCF and its
parent company, Apollo Casualty, the rating outlook is negative.

These negative rating factors are partially offset by ACCF's
conservative investment profile and good agency relationships.

                       About Apollo Casualty

Apollo Casualty Company of Florida -- http://fl.apollocc.com/--
was created to provide convenient insurance options to Florida
consumers.  Its desire is to simplify the insurance process and
provide clients with a superior experience.


ARCLIN CANADA: Moody's Downgrades Corporate Family Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded Arclin Canada Ltd.'s
Corporate Family Rating to Ca from Caa3, and the Probability of
Default Rating was lowered to D from Ca following the company's
announcement that it has filed voluntary petitions under Chapter
11 of the United States Bankruptcy Code with the United States
Bankruptcy Court for the District of Delaware.  Arclin's Canadian
companies have obtained an Initial Order from the Ontario Superior
Court of Justice authorizing Arclin to reorganize under the
Companies' Creditors Arrangement Act.  The ratings on the
company's debt issues were also downgraded.  The new ratings will
be Moody's final ratings for the company and the ratings will be
withdrawn in the near future due to the bankruptcy.

Ratings downgraded:

Arclin Canada Ltd.

  -- Corporate Family Rating to Ca from Caa3

  -- Probability of Default Rating to D from Ca

  -- Senior Secured Revolving Credit Facility to Ca, LGD2/29% from
     Caa3, LGD2/29%

  -- Senior Secured Term Loan Ca, LGD2/29% from Caa3, LGD2/29%

Ratings affirmed:

Arclin Canada Ltd.

  -- Senior Secured Second Lien Term Loan C, LGD5/76%

The last rating action on Arclin was on May 28, 2009 when Moody's
lowered the CFR to Caa3 and the PDR to Ca following the company's
lack of progress in negotiating an amendment to the financial
covenants in its revolver and term loans, and the failure of the
sponsor to contribute additional capital.

Arclin Canada Ltd., headquartered in Mississauga, ON, is a
vertically integrated manufacturer of adhesive resins and overlay
products for use in adhesion and surfacing applications in the
construction, furniture, and general industrial businesses.


ARCLIN CANADA: S&P Downgrades Corporate Credit Rating to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Mississauga, Ontario-based adhesive
resins and overlays products manufacturer Arclin Canada Ltd. to
'D' (default) from 'CCC' after the company and its subsidiaries
filed for bankruptcy protection in the U.S. and Canada.

At the same time, S&P lowered the issue level ratings on Arclin's
first-lien senior secured debt 'D' from 'CCC+' and on the second-
lien secured debt to 'D' from 'CC'; the recovery ratings on these
debts are unchanged at '2' and '6', respectively.

In addition S&P removed the ratings from CreditWatch with negative
implications, where they were placed Jan. 27, 2009.


ARCLIN US: Secures Court Approval of First Day Motions
------------------------------------------------------
Arclin US Holdings Inc. and other U.S. based units under the
Arclin Group received approval from the U.S. Bankruptcy Court for
the District of Delaware on all "first day" motions.  Arclin's
Canadian companies earlier obtained from the Ontario Superior
Court of Justice an initial order authorizing a reorganization
under the Companies' Creditors Arrangement Act, which provides
certain protections from creditors and restructuring powers.

The approvals by the U.S. and Canadian courts allow Arclin to
continue to support its customers, suppliers and employees during
the restructuring process.

The Courts granted Arclin interim approval to access $15 million
of its US$25 million in financing.  This new financing and cash
generated from the Company's ongoing operations will be used to
support the business during the restructuring process.

The Court will convene a hearing to consider final approval of the
debtor-in-possession financing on August 21.  Objections are due
August 18.

The Company also received approval to, among other things, pay
employee wages, salaries, benefits and certain other employee
obligations.  Additionally, the Company is authorized to pay
ordinary course post-petition expenses and will continue to serve
its customers in the ordinary course.

Claudio D'Ambrosio, Arclin's President and Chief Executive
Officer, said, "These important approvals represent a positive
step forward in our financial restructuring.  We are pleased with
our early progress as we work to gain financial flexibility to
create a stronger, healthier company, better able to compete and
achieve long-term success."

As previously announced, Arclin and certain of its key senior
lenders have reached an agreement in principle on the terms of a
financial restructuring to strengthen the Company's balance sheet
and enhance its financial flexibility.  Under terms of the
agreement, Arclin's funded indebtedness will be reduced from
US$234 million to US$60 million.  A post-petition financing
facility of US$25 million is also part of the financial
restructuring.  In order to facilitate its financial
restructuring, Arclin's U.S. companies filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code
and Arclin's Canadian companies filed to reorganize under the
CCAA.  Arclin's subsidiaries in Mexico are not included in the
filings and will not be subject to the requirements of the United
States Bankruptcy Code or the CCAA.

                        About Arclin Group

Based in Mississauga, Ontario, Arclin is a privately held provider
of bonding and surfacing solutions for the building and
construction, engineered materials and natural resource markets.
Arclin provides bonding solutions for a number of applications
including wood based panels, engineered wood, non-wovens and paper
impregnation.  As of June 30, 2009, the Debtors had assets of
roughly $277.2 million and liabilities of roughly $312.0 million
on a consolidated basis.

As part of an agreement with lenders, Arclin commenced
restructuring proceedings in Canada and the United States.

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

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

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


ARCLIN US: Critical Vendor Motion Muddles Sec. 503(b)(9) Provision
------------------------------------------------------------------
Law firm Burbage and Weddell LLC in Atlanta, Georgia, says the
request of Arclin US Holdings Inc. and its six debtor-affiliates
to pay so-called critical vendors illustrates:

     -- how dramatically the "critical vendor" concept can vary
        from industry to industry; and

     -- how a "critical vendor" motion can be used by a debtor to
        extract post-petition concessions from suppliers holding
        administrative expense claims under Section 503(b)(9).

Burbage and Weddell also says the Arclin case presents an
interesting situation where a debtor argues in favor of inclusion
of freight costs as claims under Section 503(b)(9) of the
Bankruptcy Code.

Burbage and Weddell notes Arclin has given special attention to
its shippers, including dedicated carriers, common carriers, rail
carries, and truckers; and has created a subset of "Critical
Vendors" that Arclin calls "Critical Shippers".  In other
industries, the law firm notes, companies providing transportation
services are seldom seen as "critical vendors".  If they receive
special treatment at all, that treatment comes in a motion to pay
potential lien claimants.

                 $900,000 to "Critical Shippers"

Arclin seeks to pay up to $900,000 to "Critical Shippers" in
payment of prepetition claims.  Arclin identified five elements of
its reliance of shippers that put certain of them in a "Critical
Vendor" category:

     1. The Critical Shippers operate along established and
        carefully scheduled routes, providing the Debtors with an
        integrated mechanism for receiving incoming raw materials
        and delivering outgoing finished products.

     2. The Critical Shippers must utilize dedicated, specialized
        tanker trucks and rail cars to deliver the Debtors' raw
        materials. Those tankers and rail cars cannot be used for
        other materials without being specially cleaned at the
        Debtors' expense.

     3. The Critical Shippers that operate rail lines have
        exclusive control over the railroad tracks that run
        adjacent to the Debtors' facilities.  Thus, those Critical
        Shippers cannot be readily replaced with a convenient or
        cost-effective alternative.

     4. The Critical Shippers may have state law liens with
        respect to goods in transit as of the Petition Date.

     5. Replacing the Critical Shippers would take at least three
        months, during which time the Debtors' operations would be
        effectively shut down.

              $9.3 Million to Other "Critical Vendors"

Arclin seeks to pay $9.3 million to suppliers fitting into a more
traditional category of "Critical Vendors" -- raw material
suppliers -- Burbage and Weddell notes.  Arclin uses four primary
raw materials in its resins business: urea, methanol, phenol and
melamine.  Burbage and Weddell notes Arclin argued that these raw
material suppliers should be considered "Critical Vendors" for 4
reasons:

     1. The Debtors generally operate their business with minimal
        inventory levels for their Raw Materials, in most cases
        with less than one week of inventory on hand.  Any
        impediment to the Debtors' ability to source Raw Materials
        on a competitive basis may result in higher Raw Material
        costs, which would impact the Debtors' profit margins.

     2. The Debtors' Raw Materials arrive via railway from all
        over North America, resulting in lead times for new Raw
        Materials of up to 40 days.  If the Debtors Raw Materials
        suppliers suspend delivery to the Debtors, one or more of
        Debtors' plants may be required to shutdown.

     3. Because the Debtors supply their customers on a just-in-
        time basis, if one of the Debtors; plants is required to
        shutdown, a customer plant also may be forced to shutdown.
        Should this occur, the relationship with the customer
        would be damaged permanently and the customer would likely
        take its business to a competitor of the Debtors.

     4. Critical Suppliers willing to continue providing Raw
        Materials to the Debtors will likely require the Debtors
        to accept less favorable terms than those previously made
        available to the Debtors. By paying the prepetition claims
        of the Critical Suppliers, the Debtors will be able to
        maintain the same or more favorable terms for the Raw
        Materials.

According to Burbage and Weddell, compared to other industries,
Arclin's criteria for "critical vendor" classification would be
considered weak.  The focus on the potential for increase in cost
if another raw material supplier is used is not even mentioned as
a criterion in other industries.  Instead, the focus is on quality
assurance and testing requirements if a supplier is changed.

Burbage and Weddell notes roughly $7.7 million of the Critical
Supplier Claims relates to goods received by the Debtors within 20
days of the Petition Date.  Claims for payment of these is
entitled to administrative expense status under Section 503(b)(9).
All administrative expense claims must be paid as a condition to
the confirmation of a plan of reorganization.  Section 503(b)(9)
only gives administrative expense priority for the value of
"goods" received by the debtor in the 20 days prior to bankruptcy.

Burbage and Weddell says Arclin muddles the distinction between
503(b)(9) Claims and Critical Vendor Claims.  "This muddling
likely is intentional. We can think of 2 reasons why a debtor
might want to mix together these totally distinct types of
claims," according to Burbage and Weddell.

Burbage and Weddell cites:

     (A) Arclin has a genuine concern for justifying different
         treatment of claims within the same class.  Arclin is
         expecting to file a plan pursuant to which existing
         secured lenders will convert much of their debt to
         equity.  Under this anticipated plan there is no mention
         of making any payment to holders of general unsecured
         claims. By stressing that most of the Critical Vendor
         Claims would be paid in any event as administrate expense
         claims, Arclin may be trying to head off objections to
         payment of pre-petition, unsecured Critical Vendor Claims
         when many unsecured creditors likely will receive
         nothing.

     (B) A second possible reason for blurring 503(b)(9) and
         Critical Vendor Claims is a strategic one in negotiating
         postpetition trade credit terms.  Contraction of
         Arclin's trade credit would severely impact its
         liquidity.  Arclin needs some leverage to extract
         continued favorable payment terms from its suppliers.

According to Burbage and Weddell, the bottom line is that Arclin
is going to have to pay $7.7 million of the "Critical Supplier
Claims" as 503(b)(9) claims in any event.  According to Burbage
and Weddell, the debtor strategy may be to try and get concessions
from vendors in exchange for paying what Arclin already will be
required to pay as a condition to confirmation of a plan of
reorganization.

According to Burbage and Weddell from the supplier perspective,
the Arclin bankruptcy looks like a mixed bag.  For those suppliers
with general unsecured claims in excess of their 503(b)(9) claims,
full payment hinges on either being classed as a "Critical Vendor"
or playing the reclamation claim game.  For suppliers whose
prepetition claims all qualify as 503(b)(9) claims, the decision
on whether to accept payment as a "Critical Vendor" will likely
boil down to two factors:

     -- the level of certainty that a plan of reorganization is
        going to be confirmed and confirmed quickly; and

     -- the exposure arising out of the terms Arclin is seeking in
        exchange for critical vendor treatment.

As reported by the Troubled Company Reporter, Arclin reached an
agreement in principle with certain key senior lenders on the
terms of a financial restructuring to strengthen the Company's
balance sheet and enhance financial flexibility.  Under terms of
the agreement, Arclin's funded indebtedness will be reduced from
US$234 million to US$60 million.  A postpetition financing
facility of US$25 million is also part of the financial
restructuring.

To facilitate its financial restructuring, Arclin on July 27
elected to file for court-supervised restructuring proceedings in
the United States and in Canada.  Arclin's U.S. companies --
Arclin US Holdnigs, Inc.; Marmorandum LLC; Arclin Chemicals
Holding Inc.; Arclin Industries U.S.A., Inc; Arclin Fort Smith
Inc., Arclin U.S.A. Inc.; and Arclin Surfaces Inc. -- filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Lead Case No. 09-12628).
Arclin's Canadian companies have made a filing with the Ontario
Superior Court of Justice and have obtained an Initial Order
authorizing Arclin to reorganize under the Companies' Creditors
Arrangement Act.

Judge Kevin J. Carey presides over the case.  Frederick Brian
Rosner, Esq., at Messana Rosner & Stern, LLP, in Wilmington,
Delaware, serves as the Debtor's counsel.  Dechert LLP serves as
co-counsel.  Alvarez & Marsal securities LLC serves as the
Debtors' investment bankers.  As of June 30, 2009, the Debtors had
assets of roughly $277.2 million and liabilities of roughly
$312.0 million on a consolidated basis.


ASCOT PARTNERS: Madoff Judge Freezes Remaining $10MM in Funds
-------------------------------------------------------------
According to Carla Main at Bloomberg News, Irving H. Picard, the
trustee for the liquidation of the Bernard L. Madoff Investment
Securities LLC, won an order from the U.S. Bankruptcy Court for
the Southern District of New York barring J. Ezra Merkin's Ascot
Partners LP funds, which lost almost $1.7 billion with Madoff,
from moving its remaining assets of about $10 million.

Judge Burton Lifland issued the order on July 28 in Manhattan,
extending an initial injunction from last month.  Mr. Picard and
the receiver for Ascot, David Pitofsky, agreed on the asset
freeze.  Under the deal, Mr. Pitofsky can receive $350,000 from
the Ascot account at Morgan Stanley.

The Ascot Fund case is Irving H. Picard v. J. Ezra Merkin,
09-01182, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


ASCENDANT UTAH: Files Chapter 11 in Nevada
------------------------------------------
Ascendant Utah LLC filed for Chapter 11 before the U.S. Bankruptcy
Court for the District of Nevada, without stating a reason.

According to Carla Main at Bloomberg, Ascendant's primary asset is
real property valued at $47 million.  The property was described
as "750 acres in Washington County, Utah."

The Company listed secured creditors with claims of $33.5 million.
The largest creditor is FNBN-CMLCON-1 LLC, which holds a third
mortgage in the amount of $23.1 million.

The Company said it did not have unsecured creditors who were non-
insiders.

Ascendant Utah LLC is a Las Vegas-based single-asset real
estate company.

The Company filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev.
Case No. 09-23539).  Christopher Patrick Burke, Esq., represents
the Debtor.  In its petition, the Company said that it has assets
of $47,000,210 against debts of $33,513,303.


ASSOCIATED BANC-CORP: Fitch Cuts Preferred Stock Rating to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
for Associated Banc-Corp. to 'BBB' from 'BBB+' and its principal
bank subsidiaries to 'BBB' from 'A-'.  Fitch has also downgraded
ASBC's Individual Rating to 'C' from 'B/C' and the principal
subsidiaries' Individual Rating to 'C' from 'B'.  The Rating
Outlook remains Negative.  A complete list of ratings follows at
the end of this release.

The rating downgrades follow ASBC's reported 56% increase in
nonperforming assets in the second quarter of 2009 after a 31%
increase in the first quarter of the year.  NPAs now represent 5%
of loans and foreclosed real estate.  Net charge-offs were
elevated at 1.52% of average loans in second quarter-2009 and ASBC
boosted the loan loss reserve to 2.66% of loans. This led to a net
loss for the quarter of -$17 million.  Reserve coverage of
nonperforming loans still declined to 57% due to the rapid
increase in NPLs.  To date, problem assets are largely real estate
construction, commercial real estate, and commercial and
industrial credits.  Fitch believes that ASBC's credit costs will
remain elevated in the near- and intermediate-term, likely
resulting in quarterly losses or near breakeven performance.

The liquidity position of the holding company was notably improved
by the proceeds from the sale of preferred stock under the U.S.
Treasury's Capital Purchase Program in late 2008.  Additionally,
ASBC cut its common stock dividend in April 2009.  However, the
lead bank's total risk-based capital ratio was just 10.64% on
March 31, 2009, a relatively thin cushion above the 10% regulatory
minimum for a well-capitalized bank.  This underlies the downgrade
of the Individual Rating in particular, as Fitch believes the
holding company will likely need to downstream capital to the
bank.

Fitch has also widened the notching on ASBC's outstanding hybrid
equity, which includes preferred stock issued under the CPP and
trust preferred securities.  As discussed in Fitch's press
release, 'Expectations for Higher Loan Losses Driving U.S. Bank
Ratings Review', dated May 7, 2009, an analysis of the notching
between IDRs and hybrid equity instruments has been underway, and
Fitch has taken similar action on other issuers.

The Negative Outlook reflects the possibility that asset quality
deterioration could escalate beyond Fitch's current expectations
should the economic downturn persist longer or deeper than
anticipated.  While ASBC has a track record of manageable credit
costs, even during periods of elevated NPAs, current economic and
housing market conditions could impact that trend and challenge
ASBC in remediating problem credits.  Fitch notes that over the
last year, the company has had some turnover in senior management
which may signify internal challenges.  ASBC's current ratings are
supported by a good core deposit base, a sound net interest margin
and management of interest rate risk, and good expense control.

Fitch has downgraded these with a Negative Rating Outlook:

Associated Banc-Corp

  -- Long-term IDR to 'BBB' from 'BBB+';
  -- Subordinated debt to 'BBB-' from 'BBB';
  -- Preferred stock to 'BB+' from 'BBB';
  -- Individual to 'C' from 'B/C'.

ASBC Capital I

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

Associated Bank, National Association

  -- Long-term IDR to 'BBB' from 'A-';
  -- Long-term deposits to 'BBB+' from 'A';
  -- Long-term senior debt to 'BBB' from 'A-';
  -- Short-term IDR to 'F2' from 'F1';
  -- Short-term deposits to 'F2' from 'F1';
  -- Individual to 'C' from 'B'.

Associated Trust Company, National Association

  -- Long-term IDR to 'BBB' from 'A-';
  -- Short-term IDR to 'F2' from 'F1';
  -- Individual to 'C' from 'B'.

Fitch has affirmed these ratings:

Associated Banc-Corp

  -- Short-term IDR at 'F2';
  -- Short-term debt at 'F2';
  -- Support at '5';
  -- Support rating floor at 'NF'.

Associated Bank, National Association
Associated Trust Company, National Association

  -- Support at '5';
  -- Support rating floor at 'NF'.


ATLAS MINING: Independent Auditor Raises Going Concern Doubt
------------------------------------------------------------
PMB Helin Donovan, LLP, in Spokane, Washington, raised substantial
doubt about Atlas Mining Company's ability to continue as a going
concern after auditing the Company's financial results for the
years ended December 31, 2008, and 2007.  The auditor pointed that
the Company has an accumulated deficit from operations and a net
deficiency in working capital.

At December 31, 2008, and 2007, the Company had accumulated
deficits of $20,009,496 and $14,589,101, respectively, in addition
to limited cash and unprofitable operations.  For the years ended
December 31, 2008, and 2007, the Company sustained net losses
before discontinued operations of $6,215,745 and $4,700,135.

The Company's continuation as a going concern is contingent upon
its ability to obtain additional financing and to generate revenue
and cash flow to meet its obligations on a timely basis.

At December 31, 2008, the Company's balance sheet showed total
assets of $4,506,114, total liabilities of $2,309,118 and
stockholders' equity of $2,144,581.

The Company posted a net loss of $5,420,395 for the year ended
December 31, 2008, compared with a net loss of $1,681,716 for the
same period in the previous year.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4050

Atlas Mining Company (OTC:ALMI) is a natural resources company
engaged in the development of its resource property, the Dragon
Mine, located in the state of Utah.  Atlas Mining operated a
contract mining business under the trade name Atlas Fausett
Contracting.  AFC was engaged in exploration and mine development,
well as preparatory work as site evaluation, feasibility studies,
trouble-shooting and consultation.  AFC's projects include all
types of underground mine development, rehabilitation and diamond
drilling.


BANK OF AMERICA: Merrill Names Executives for Canada Banking Team
-----------------------------------------------------------------
Bank of America Merrill Lynch has expanded its Canada Corporate
Banking business with two key hires in Toronto including
Christopher Impey, as managing director and head of Canada
Corporate Banking.  Mr. Impey will join the firm in October and
report jointly to Patricia DelGrande, head of Americas Corporate
Banking, and Dan Mida, head of Canada Corporate and Investment
Banking.  Earlier this summer, Bank of America Merrill Lynch hired
Daljeet Lamba as managing director, Canada Corporate Banking.  He
will report to Mr. Impey.

"Through the combination of Bank of America and Merrill Lynch, we
have the opportunity to aggressively grow our corporate banking
capabilities in support of our clients in Canada and the addition
of Chris to spearhead this initiative is instrumental," said Ms.
DelGrande.

"This is an exciting growth area for our business in Canada, and
Chris and Daljeet's local expertise and extensive client
relationship management skills will be invaluable in building out
our platform and presence in the region," said Mr. Mida.

Mr. Impey was recently the managing director responsible for
Canadian corporate clients at Citigroup and previously ran their
Calgary office.  During his 16-year tenure at Citigroup, Mr. Impey
held various leadership roles in London, Jakarta, Beijing, Calgary
and Toronto, largely covering the Energy and Power and Mining
industries.  He began his career at Midland Bank in the United
Kingdom, where he gained experience in retail and investment
banking.  Over the course of his career, Mr. Impey has structured
numerous complex mergers and acquisition financing transactions
for large, multi-national corporations.

Prior to joining Bank of America Merrill Lynch, Mr. Lamba was
director, Global Banking at Citigroup in Toronto.  Throughout his
nine years with Citigroup, Mr. Lamba worked on numerous
transactions successfully originating and delivering the full
spectrum of financial solutions to Canadian multinational and
domestic corporations across multiple industry sectors.  Prior to
Citigroup, he was with Export Development Canada in Ottawa working
primarily on delivering bonding and working capital financing
solutions to small and medium-sized enterprises in the telecom,
media and technology sectors.

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

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

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

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


BERNARD MADOFF: $3.2BB in Claims Allowed, $283-Mil. Paid by SIPC
----------------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of the Bernard
L. Madoff Investment Securities LLC, says that as of July 27,
2009, a total of 728 claims aggregating $3,214,978,968 have been
allowed.

The Securities Investor Protection Corporation has covered
$283,647,234 of the total allowed claims, with a maximum payout of
$500,000 per claimant, as provided by the Securities Investor
Protection Act.

The amount of allowed claims that exceed the statutory limits of
SIPC total $2,931,331,734.  The extent of recovery by customers
beyond the amounts advanced by SIPC will depend upon the amount of
customer property that the trustee is able to recover.

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

The November 30, 2008 statements issued by BLMIS showed that the
"value" of all customer accounts was $64.8 billion.  According to
Mr. Picard, the statements were erroneous, and, in reality, BLMIS
had assets on hand worth a small fraction of that amount."   The
total amount of funds deposited but not withdrawn from BLMIS was
less than $20 billion, Mr. Picard said in a July 17 court filing.

Because those customer statements issued by BLMIS were based on
fictitious profits, the Trustee has disregarded them for purposes
of this determination of the amount of allowed claims. Instead,
the Trustee is allowing claims in the amounts that a customer
actually deposited with BLMIS, less the amounts that the customer
withdrew from the account, referred to as the "cash in/cash out"
approach.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD MADOFF: NY Court Freezes Remaining $10MM in Ascot Funds
---------------------------------------------------------------
According to Carla Main at Bloomberg News, Irving H. Picard, the
trustee for the liquidation of the Bernard L. Madoff Investment
Securities LLC, won an order from the U.S. Bankruptcy Court for
the Southern District of New York barring J. Ezra Merkin's Ascot
Partners LP funds, which lost almost $1.7 billion with Madoff,
from moving its remaining assets of about $10 million.

Judge Burton Lifland issued the order on July 28 in Manhattan,
extending an initial injunction from last month.  Mr. Picard and
the receiver for Ascot, David Pitofsky, agreed on the asset
freeze.  Under the deal, Mr. Pitofsky can receive $350,000 from
the Ascot account at Morgan Stanley.

The Ascot Fund case is Irving H. Picard v. J. Ezra Merkin,
09-01182, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD MADOFF: Court Approves Sale of Interests in Private Jet
---------------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of the Bernard
L. Madoff Investment Securities LLC, obtained approval from Judge
Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York to sell his one-eighth share of a Citation X
private aircraft for $753,000 to NetJets Aviation Inc.

According to Judge Lifland, Mr. Picard, as the trustee for the
estate of Bernard Madoff, member of BLM Air Charter, LLC,  has the
right to sell, transfer, compromise or dispose of the 12.5%
undivided interest in the Cessna 750 aircraft to NETJETS, which is
owned by Warren Buffett's Berkshire Hathaway Inc.

                      About Bernard L. Madoff

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

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

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

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

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


BIG 10 TIRES: Court Sets Sept. 21 Bar Date for Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established September 21, 2009, at 4:00 p.m. as the deadline for
the filing of proofs of claim and requests for payment of
administrative expenses in BT Holding III, LLC, et al.'s
bankruptcy cases.

The governmental bar date is September 29, at 4:00 p.m.

                        About Big 10 Tires

Headquartered in Mobile, Alabama, Big 10 Tires Stores --
http://www.big10tires.com/-- offers an array of tire products
consists of performance, light truck and sport utility and all-
season touring tires in Alabama, Georgia and Florida.

Big 10 Tires Stores Inc. and three of its affiliates filed for
protection on April 2, 2009 (Bankr. D. Del. Lead Case No. 09-
11173).  Chad A. Fights, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $10 million and $50 million in their
filing.

The Debtor sold its business, including its name and trademarks,
to New Big 10 Tire Stores, Inc., an affiliate of Sun Capital
Partners, Inc.  The Debtor was renamed to BT Holding III, LLC,
following the sale.


BOB'S AUTOMOTIVE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bob's Automotive Specialties, LP
        c/o 315 Little Hill
        Lancaster, PA 17602

Bankruptcy Case No.: 09-15559

Chapter 11 Petition Date: July 29, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Barry A. Solodky, Esq.
                  Blakinger, Byler and Thomas, P. C.
                  28 Penn Square
                  Lancaster, PA 17603
                  Tel: (717) 299-1100
                  Email: bas@bbt-law.com

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

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

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

The petition was signed by Robert W. Hilliker, president of the
Company.


BRUNO'S SUPERMARKETS: Panel May Employ Bracewell as Co-Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama has
granted the official committee of unsecured creditors of Bruno's
Supermarkets, LLC, permission, on an interim basis, to employ
Bracewell & Giuliani LLP as its co-counsel, nunc pro tunc to
June 10, 2009.

Bracewell will be investigating any potential claims against the
Debtor's currents and former officers and directors.

Bracewell will charge its standard hourly rates, subject to a
$75,000 cap for the investigation.  Bracewell's hourly rates are:

     Ralph D. McBride, Esq.,       Partner         $650
     Samuel M. Stricklin, Esq.,    Partner         $625
     Ross D. Kennedy, Esq.         Partner         $575
     Kristin A. McLaurin, Esq.     Associate       $390
     Diane M. Crabtree, Esq.       Associate       $365
     Kasia o. Olkowski             Paralegal       $200

Bracewell also agreed that if it is determined that the D&O claims
should be pursued, and it was selected to pursue any of the
claims, it would agree to do so on an as yet to be determined
contingency, with the amount paid to it to conduct the
investigation credited against any contingent fee it were to be
paid.

Ross D. Kennedy, a partner at Bracewell, assured the Court that
the firm represents no entity other than the Committee in
connection with the Chapter 11 case and does not hold or represent
any interest materially adverse to the Debtors or their estates,
or of any class of creditors or equity holders.  He assured the
court that Bracewell is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

A final hearing on the employment application will be heard on
August 6, 2009, at 10:00 a.m.

                          About Bruno's

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995. The current
owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed between $100 million and
$500 million each in assets and debts.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
$45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


CAPITAL CORP: Now Hiring Bingham as Non-Bankruptcy Counsel
----------------------------------------------------------
Capital Corp of the West asks the U.S. Bankruptcy Court for the
Eastern District of California for authority to employ Bingham
McCutchen LLP as its non-bankruptcy counsel, under Sections 327(a)
and (c) of the Bankruptcy Code.

Capital Corp. submitted the request after the Bankruptcy Court
denied its application to employ Bingham as special counsel under
Section 327(e) of the Bankruptcy Code.

As non-bankruptcy counsel, Bingham will assist the Debtor with
certain bank and bank holding company regulatory matters, certain
corporate and securities matters, and certain labor issues.  The
services to be provided by Bingham do not include acting as
general or bankruptcy counsel for the Debtor.

James M. Rockett, Esq., a partner at Bingham, assures the Court
that the firm does not hold or represent any interest materially
adverse to the interests of the estate or of any class of
creditors or equity security holders and that the firm is
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Bingham's hourly fees are:

     James M. Rocket, Esq.       Partner        $690
     Thomas G. Reddy, Esq.       Partner        $600
     Maureen Young, Esq.         Partner        $600
     David Gershon, Esq.         Of Counsel     $500
     Walter Stella, Esq.         Partner        $605
     Roger Ehlers, Esq.          Partner        $640
     Hilary Sledge, Esq.         Associate      $400
     Chester McGensy Esq.        Associate      $300
     Legal Assistants                           $175

                  About Capital Corp of the West

Incorporated on April 26, 2005, Capital Corp of the West is a bank
holding company whose primary asset and source of income is County
Bank.  County Bank is a community bank with operations located
mainly in the San Joaquin Valley of Central California with
additional business banking operations in the San Francisco Bay
Area.  The corporate headquarters of the Company and the Bank's
main branch facility are located at 550 West Main Street, Merced,
California.

County Bank was closed February 6, 2009, by the California
Department of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Westamerica Bank, based in San Rafael, California,
to assume all of the deposits of County Bank.  As of February 2,
2009, County Bank had total assets of approximately $1.7 billion
and total deposits of $1.3 billion.  In addition to assuming all
of the failed bank's deposits, including those from brokers,
Westamerica Bank agreed to purchase all of County Bank's assets.

According to Capital Corp, although County Bank made no "subprime
mortgages," it had made substantial loans to developers for
acquisition, development and construction of residential homes and
condominiums throughout California's Central Valley.  Overbuilding
and an increase in foreclosures in the market resulted in rapidly
declining real property values, and contributed to the rise in
nonperforming loans.

Capital Corp of the West filed for bankruptcy on May 11, 2009
(Bankr. E.D. Calif. Case No. 09-14298).  Judge W. Richard Lee
presides over the case.  Paul J. Pascuzzi, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi, serves as the Debtor's
bankruptcy counsel.  Hagop T. Bedoyan, Esq., serves as counsel to
the official committee of unsecured creditors.  As of
September  30, 2008, Capital Corp of the West had $1.87 million in
total assets, $1.80 million in total liabilities and shareholders'
equity of $73,896.  In its Chapter 11 petition, the Company
disclosed $6,789,058 in total assets and $68,096,190 in total
debts.


CARABEL EXPORT: Sells Assets to Continental Tiles for $6,650,000
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
approved the sale of certain of Carabel Export and Import, Inc.'s
assets to Continental Tiles, Inc. for $6,650,000, free and clear
of all liens and encumbrances.

Westernbank Puerto Rico had submitted the highest and best offer
for the assets through a credit bid, but thereafter negotiations
were held between the Debtor, Westernbank and Continental directed
to obtaining a higher offer for the assets, which resulted in a
$6,650,000 offer for the assets.  Proceeds of the sale, with the
exception of a $300,000 carve-out for the benefit of the Debtor's
creditors, will go to Westernbank.

As reported in the Troubled Company Reporter on March 11, 2009,
the Court approved a sale process under which Continental's
$2,500,000 was the "stalking horse" bid at an auction.

The assets consists of the Debtors' merchandise inventory,
machinery and equipment, and all other known assets, as well as
the "Italceramica", "National Ceramics" and "Caribbean Marble &
Granite" Trade Name, logos and their domain.

As of the petition date, the Debtors owed Westernbank $18,577,639,
secured by a first priority security interest over substantially
all of the Debtors' assets.

Based in Caguas, Puerto Rico, Carabel Export and Import Inc., dba
ItalCeramica, and its affiliates filed separate Chapter 11
petitions on December 30, 2008 (Bankr. D. P.R. Lead Case No.
08-08956).  The Hon. Enrique S. Lamoutte Inclan oversees the case.
Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law
Office, in San Juan, Puerto Rico, represents the Debtors.
When it filed for bankruptcy, Carabel disclosed $14,544,289 in
total assets, and $26,957,250 in total debts.


CIRCUIT CITY: To Auction Off Los Angeles and San Jose Locations
---------------------------------------------------------------
Circuit City Stores, Inc., seeks permission from the U.S.
Bankruptcy Court to enter into agreements to sell properties at
1332-1406 Virgil Place, Los Angeles, California; and 4070-4080
Stevens Creek Boulevard, San Jose, California, subject to higher
or better offers.

NetDockets relates that pursuant to the agreement for the Los
Angeles property (which is apparently unimproved), Circuit City
seeks to sell the property to James Moushoul for $325,000.  The
Debtors want competing bids submitted no later than August 13,
2009 at 5:00 p.m. (Eastern).  The Debtors will conduct an auction
on August 20 if a competing bid is received.  A competing bid must
offer at least $360,000 to qualify.

NetDockets relates the San Jose property is roughly 5.17 acres, on
which Circuit City formerly operated a retail store.  A portion of
the property is also leased to Don Sherwood Golf Shop, Inc., and
that lease is proposed to be assigned to the purchaser.  Circuit
City seeks to sell the property to Mathew Zaheri for
$8.25 million.  Circuit City proposes to pay purchaser a
termination fee of up to $37,500 in the event that the agreement
is terminated because Circuit City sells the property to an
alternative bidder.  A competing bid must offer at least
$8.4 million to qualify.

                        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.

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


CITIGROUP INC: S&P Downgrades Ratings on Preferred Issues to 'C'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'A/A-1' issuer
counterparty credit rating on Citigroup Inc.  At the same time,
S&P lowered its rating on Citi's trust preferred and enhanced
trust preferred issues to 'C' from 'CC' and revised the
CreditWatch to positive from developing.

"The downgrade reflects S&P's view that Citi's soon-to-be-
completed exchange offer constitutes a distressed exchange, as
defined under S&P's criteria.  Based on the recent common share
price, investors received less than par value for the tendered
hybrid capital issues.  Also, had the exchange offer not
succeeded, S&P believes investors would have faced a significantly
heightened risk of nonpayment over the near term.  The 'C' ratings
on Citi's remaining preferred stock issues are affirmed, given
Citi's announced intention to suspend dividends on these issues,"
said Standard & Poor's credit analyst Scott Sprinzen.

S&P expects to resolve its review of the trust preferred and
enhanced trust preferred issues within the next few days.  It is
S&P's current expectation that the rating on these issues will be
raised to 'B+'.  While S&P believes Citi's capitalization has been
significantly bolstered as a result of the exchange, hybrid
bondholders still face the ongoing risk that if, contrary to S&P's
current expectations, Citi's financial condition were to
deteriorate, these issues could be subject to a dividend deferral
or additional exchange offer.

The ratings on Citi reflect a combination of extraordinary
external support from the U.S. government for highly systemically
important U.S. financial institutions and Citi's own credit
characteristics.  Over the past year, Citi has been the recipient
of substantial extraordinary government support in the form of
capital infusions, a risk-sharing agreement on $301 billion of
loans and securities, and access to funding facilities.  As a
result of its participation in the exchange offer, the government
will likely become Citi's largest shareholder, with a 34%
ownership stake.  Reflecting the potential for additional
extraordinary government support, should this be necessary, the
CCR continues to reflect a four-notch uplift from S&P's assessment
of Citi's stand-alone credit profile.

The outlook is stable.  "We believe Citi will face a tough credit
cycle over the next two years, which could result in weak and
volatile earnings.  However, S&P believes that government aid--in
the form of both capital and liquidity -- would be forthcoming
should Citi need it.  Over the next few years, S&P will be
tracking Citi's progress in implementing its strategy and adapting
to the new financial landscape and regulatory environment.
Ultimately, the CCR and stand-alone creditworthiness may converge
at the current CCR level, the stand-alone profile level, or
somewhere in between," Mr. Sprinzen added.


CONSECO INC: Expects to Report at Least $15.8MM Q2 Net Income
-------------------------------------------------------------
Conseco, Inc., on Tuesday announced preliminary results for second
quarter of 2009.

Preliminary Second Quarter 2009 Results:

     -- $86.7 million of income before net realized investment
        losses, corporate interest and taxes, up 47%, compared to
        $59.0 million in 2Q08;

     -- Net operating income of $40.8 million, up 62%, compared to
        $25.2 million in 2Q08;

     -- Net operating income per diluted share: 22 cents, up 69%,
        compared to 13 cents in 2Q08;

     -- Net income in the range of $15.8 million to $27.8 million,
        compared to a net loss of $488.5 million in 2Q08
        (including net realized investment losses in the range of
        $13.0 million to $25.0 million in 2Q09 vs. $513.7 million
        of net realized investment losses, valuation allowance for
        deferred tax assets and losses related to discontinued
        operations in 2Q08);

     -- Net income per diluted share in the range of 9 cents to
        15 cents, compared to a net loss per diluted share of
        $2.65 in 2Q08 (including net realized investment losses in
        the range of 7 cents to 13 cents in 2Q09 vs. $2.78 of net
        realized investment losses, valuation allowance for
        deferred tax assets and losses related to discontinued
        operations in 2Q08);

     -- Total New Annualized Premium excluding Private-Fee-For-
        Service: $91.8 million, down 1% from 2Q08;

     -- Bankers NAP excluding PFFS: $63.1 million, up 6 percent
        from 2Q08;

     -- PFFS NAP (sold through a marketing agreement with
        Coventry): $6.3 million in 2Q09 compared to ($6.8) million
        in 2Q08 (4), reflecting a change in sales recognition
        policy

Preliminary Six-Month 2009 Results:

     -- $159.0 million of EBIT, up 47%, compared to $108.4 million
        in the first six months of 2008;

     -- Net operating income of $72.2 million, up 59%, compared to
        $45.3 million in the first six months of 2008;

     -- Net operating income per diluted share: 39 cents, up 56%,
        compared to 25 cents in the first six months of 2008;

     -- Net income in the range of $40.3 million to $52.3 million,
        compared to a net loss of $495.7 million in the first six
        months of 2008 (including net realized investment losses
        in the range of $19.9 million to $31.9 million in the
        first six months of 2009 vs. $541.0 million of net
        realized investment losses, valuation allowance for
        deferred tax assets and losses related to discontinued
        operations in the first six months of 2008);

     -- Net income per diluted share in the range of 22 cents to
        28 cents, compared to a net loss per diluted share of
        $2.68 in the first six months of 2008 (including net
        realized investment losses in the range of 11 cents to
        17 cents in the first six months of 2009 vs. $2.93 of
        net realized investment losses, valuation allowance for
        deferred tax assets and losses related to discontinued
        operations in the first six months of 2008);

     -- Total NAP excluding PFFS: $179.3 million, up 1% from the
        first six months of 2008;

     -- Bankers NAP excluding PFFS: $123.5 million, up 7 percent
        from the first six months of 2008;

     -- PFFS NAP: $40.3 million, down 30 percent, from the first
        Six months of 2008 reflecting changes in consumer
        Preference

Conseco's financial statements are expected to show compliance, as
of June 30, 2009, with all covenants in its credit agreement
including those related to combined insurance subsidiary capital,
the combined risk-based capital ratio of its insurance
subsidiaries, the Company's debt to capital ratio and the
Company's interest coverage ratio.

"Conseco, on a preliminary basis, and consistent with its first
quarter performance, expects to report continued profitability in
the second quarter," CEO Jim Prieur said. "Also consistent with
our expectations was an increase in second quarter earnings over
the seasonally weak first quarter by our Bankers Life business,
which also had a 6 percent increase over 2008 in core sales for
the quarter," Prieur said, adding that, "we are issuing
preliminary results in an effort to provide timely information to
the investment community."

The Company expects to release its final second quarter 2009
results on August 4, 2009, and host a conference call to discuss
results on August 5 at 10:00 a.m. Eastern Daylight Time.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on January 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.

On March 4, 2009, A.M. Best downgraded the financial strength
ratings of Conseco's primary insurance subsidiaries to "B" from
"B+" and such ratings have been placed under review with negative
implications.

Conseco reported a first quarter 2009 net income of $24.5 million
compared to a net loss of $7.2 million in the year-earlier
quarter.  Conseco had $28.5 billion in total assets, $26.9 billion
in total liabilities, and $1.59 billion in stockholders' equity as
of March 31, 2009.

Conseco said it has significant indebtedness which will require
over $165 million in cash to service in the next 12 months
(including the additional interest expense required after the
modification to its Second Amended Credit Facility.  Pursuant to
Conseco's Second Amended Credit Facility, Conseco must maintain
certain financial ratios.  The levels of margin between the
financial covenant requirements and the Company's financial
status, both at March 31, 2009, and the projected levels for the
next 12 months, are relatively small and a failure to satisfy any
of the financial covenants at the end of a fiscal quarter would
trigger a default under the Second Amended Credit Facility.
Achievement of the Company's operating plans is a critical factor
in having sufficient income and liquidity to meet debt service
requirements for the next 12 months and other holding company
obligations and failure to do so would have material adverse
consequences for the Company.


CIRCUIT CITY: Bids for Intellectual Property Assets Due August 11
-----------------------------------------------------------------
Streambank, LLC, said bids for the intellectual property assets of
Circuit City Stores, Inc., may be entered until 5 p.m. EDT,
Tuesday, August 11.  The auction will commence Tuesday, August 18
at 10 a.m. at the office of Skadden, Arps, Slate, Meagher & Flom
LLP in New York.

Among the notable IP assets available for purchase are the firedog
(SM) trademarks, which consist of more than 50 U.S. and
international trademarks, and more than 60 URLs.  Also included
are the toll-free numbers 800-FIREDOG and 888-FIREDOG.  Firedog,
Circuit City's installation and technical support service, was the
number two installation brand in the country, serving more than
800,000 customers per year.

Also for sale are the trademarks and related URLs for
TradingCircuit.com, Circuit City's proprietary auction platform
for managing returned and exchanged merchandise, along with
Circuit City's 800.com URL.  Also available are dozens of
registrations in multiple categories, and numerous international
registrations including Sens, Verge, Anika, Liquid Video, IQ Crew
and ESA.  In addition, Circuit City's house file and transaction
database are for sale.  The database contains information on
roughly 30 million contacts, collected from 2003 through 2009.

Streambank was retained in April to assist in the marketing and
sale of select Circuit City intellectual property assets.  In a
May 11 auction, Systemax, Inc. acquired certain Circuit City
assets related to the company's e-commerce business.

"We are seeing a number of retailers invest in service brands, and
the firedog name will give its new owner a leg up in recognition,"
said Gabe Fried, Managing Member and Founder, Streambank.
"Bidders now have the opportunity to purchase this nationally-
recognized leader in technical support services for a fraction of
the cost to build such a prominent brand from scratch."

Interested parties may contact Streambank at 781.444.4940 to
receive a copy of the Asset Purchase Agreement and Bid Procedures,
or request additional information about the assets for sale.

                         About Streambank

Streambank LLC -- http://www.streambankllc.com/-- is a financial
advisory firm, specializing in intellectual asset valuation and
disposition.  The firm's experience spans a broad range of
industries including apparel, automotive, consumer products, food,
manufacturing, medical technologies, retail and textiles.  Through
partnerships with brand consultancies, turnaround management
firms, attorneys, and finance professionals, Streambank provides
advice on value maximization strategies and liquidity options.
Streambank is headquartered in Needham, MA.

                        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 announced in January 2009 it would liquidate its
remaining U.S. stores.  At the time of liquidation, the company
was the second largest U.S. electronics retailer, with 567 stores
nationwide.  The store closings were completed in March.

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


CITIGROUP INC: Securities Exchange A Success; $20.3-Bil. Tendered
-----------------------------------------------------------------
Citigroup Inc. has disclosed the final results of its offers to
exchange its publicly held convertible and non-convertible
preferred and trust preferred securities for newly issued shares
of its common stock and the completion of the previously announced
further matching exchange offer with the U.S. Government.
Approximately $20.3 billion in aggregate liquidation value of
publicly held convertible and non-convertible preferred and trust
preferred securities were validly tendered and not withdrawn in
the public exchange.  This represents 99% of the total liquidation
value of securities that Citi was offering to exchange.  Citi has
accepted for exchange all publicly held convertible and non-
convertible preferred and trust preferred securities that were
validly tendered and not withdrawn and has issued 5,834,126,284
common shares in the public exchange offer.

In the matching exchange, the U.S. Government exchanged an
additional $12.5 billion in aggregate liquidation preference of
preferred stock for interim securities, while the remaining
$27.059 billion aggregate liquidation preference of preferred
stock held by the U.S. Government was exchanged for an equal
liquidation amount of new trust preferred securities bearing an
annual coupon of 8 percent.

With the expiration of the public exchange offers, the completion
on July 23, 2009 of exchange offers with the U.S. Government and
certain private holders and the completion of today's further
exchange with the U.S. Government, Citi has completed exchanges of
approximately $58 billion in aggregate liquidation value of
preferred and trust preferred securities into common stock and
interim securities that will convert into common stock and interim
securities.  The interim securities will convert into common stock
upon authorization of the increase in Citi's authorized common
stock.

As a result of these exchanges, Citi Tier 1 Common will increase
by approximately $64 billion and its Tangible Common Equity (TCE)
will increase by approximately $60 billion.  TCE and Tier 1 Common
are non-GAAP financial measures.

The liquidation preference of securities in each series of
publicly held convertible and non-convertible preferred and trust
preferred securities accepted by Citi in the public exchange
offers:

                                                        Percentage of
             Title of Series of                           Outstanding
             Public Preferred           Liquidation       Liquidation
CUSIP            Stock              Preference Tendered   Preference
                                                           Tendered
-----        ------------------     ------------------- -------------
            8.500% Non-Cumulative
            Preferred Stock, Series
172967556   F                        $1,968,415,775          96.49%
            8.400% Fixed
            Rate/Floating Rate
            Non-Cumulative Preferred
172967ER8   Stock, Series E          $5,878,745,846          97.98%
            8.125% Non-Cumulative
            Preferred Stock, Series
172967572   AA                       $3,618,241,750          97.40%
            6.500% Non-Cumulative
            Convertible Preferred
172967598   Stock, Series T          $3,145,950,950          99.28%

Acceptance           Title of Trust                        Percentage of
Priority             Preferred             Liquidation     Liquidation
Level    CUSIP/ISIN  Securities    Issuer  Amount          Amount
                                           Tendered        Tendered

                                           Citigroup
                                           Capital
1        173094AA1  8.300%          XXI  $1,154,199,000       32.98%
                    E-TRUPS(R)
                                           Citigroup
                                           Capital
2        173085200  7.875%           XX  $344,754,650         43.78%
                    E-TRUPS(R)
                                          Citigroup
                                          Capital
3        17311U200  7.250%          XIX  $655,700,800         53.53%
                    E-TRUPS(R)
                                          Citigroup
                                          Capital
4        17309E200  6.875%          XIV  $259,317,975         45.90%
                    E-TRUPS(R)
                                          Citigroup
                                          Capital
5        17310G202  6.500%           XV  $554,731,675         46.81%
                    E-TRUPS(R)
                                          Citigroup
                                          Capital
6        17310L201  6.450%          XVI  $646,276,325         40.39%
                    E-TRUPS(R)
                                          Citigroup
                                          Capital
7        17311H209  6.350%         XVII  $398,801,825         36.25%
                    E-TRUPS(R)
                                          Citigroup
                                          Capital
8     XS0306711473  6.829%        XVIII (GBP)400,099,000      80.02%
                    E-TRUPS(R)
                                          Citigroup
                                          Capital
9       17305HAA6   7.625%          III  $5,947,000            2.97%
                    TRUPS(R)
                                          Citigroup
                                          Capital
10      17306N203   7.125%          VII  $252,852,550         21.99%
                    TRUPS(R)
                                          Citigroup
                                          Capital
11     17306R204    6.950%         VIII  $308,710,075         22.05%
                    TRUPS(R)
                                          Citigroup
                                          Capital
12     173064205    6.100%           X   $131,054,425         26.21%
                    TRUPS(R)
                                          Citigroup
                                          Capital
13     173066200    6.000%          IX   $253,129,675         23.01%
                    TRUPS(R)
                                          Citigroup
                                          Capital
14     17307Q205    6.000%          XI   $140,321,800         23.39%
                    TRUPS(R)

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

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

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


CITIGROUP INC: To Sell Ownership Interest in Nikko AM to Sumitomo
-----------------------------------------------------------------
Citigroup Inc. has reached a definitive agreement to sell its
entire ownership interest in Nikko Asset Management to The
Sumitomo Trust and Banking Co., Ltd., as part of a transaction
that values the unit at JPY120 billion, or US$1.26 billion.

The transaction is expected to close in the fourth calendar
quarter of 2009, subject to regulatory approvals and customary
closing conditions, and is not expected to have a material impact
on Citi's net income.

"With the previously announced sales of our brokerage and trust
banking businesses in Japan, this transaction marks another
milestone in the implementation of our Citicorp/Citi Holdings
strategy.  We remain committed to Japan, where we have proudly
served clients for more than a century.  We can now shift our
focus from reshaping our franchise in this very important market
to building our core businesses and better serving clients," said
Citi CEO Vikram Pandit.

"This transaction positions our franchise to deliver Citi's best
global capabilities in Japan," added Nikko Citi Holdings CEO
Douglas Peterson.

Under the terms of the transaction, Citi will sell to Sumitomo
Trust its entire 64% beneficial ownership interest in Nikko AM,
including the beneficial ownership interest that it holds through
Nikko Principal Investments, for all-cash consideration to Citi of
JPY75.6 billion, after certain deal-related expenses and
adjustments.  Sumitomo Trust is also expected to acquire the
beneficial ownership interests in Nikko AM held by various
minority investors in Nikko AM, bringing Sumitomo Trust's total
ownership stake in Nikko AM to about 98.5% at closing.  The
remaining 1.5% ownership interest will continue to be held by an
employee stock ownership plan maintained on behalf of Nikko AM
employees.

Citi's Institutional Clients Group advised Citi on this
transaction.

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
approximately $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup issued preferred shares to the Treasury and
FDIC.  The Federal Reserve agreed to backstop residual risk in the
asset pool through a non-recourse loan.

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


COAL FINANCING: Wants Schedules Filing Extended until August 13
---------------------------------------------------------------
Coal Financing, LLC, asks the U.S. Bankruptcy Court for the
Southern District of California to extend until August 13, 2009,
its time to file its schedules of assets and liabilities and
statement of financial affairs.

Royal Palm Beach, Florida-based Coal Financing, LLC filed for
Chapter 11 on July 13, 2009 (Bankr. S.D. Fla. Case No. 09-24183).
Norman L. Schroeder II, Esq., represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
ranging from $50,000,001 to $100,000,000 and debts ranging from
$10,000,001 to $50,000,000.


COAL FINANCING: Section 341(a) Meeting Scheduled for August 19
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Coal Financing, LLC's Chapter 11 case on August 19, 2009, at
10:30 a.m.  The meeting will be held at Flagler Waterview Bldg.,
1515 N Flagler Drive Room 870, West Palm Beach, 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.

Royal Palm Beach, Florida-based Coal Financing, LLC filed for
Chapter 11 on July 13, 2009 (Bankr. S.D. Fla. Case No. 09-24183).
Norman L. Schroeder II, Esq., represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
ranging from $50,000,001 to $100,000,000 and debts ranging from
$10,000,001 to $50,000,000.


COUNTERPATH CORP: BDO Dunwoody Raises Going Concern Doubt
----------------------------------------------------------
BDO Dunwoody LLP Vancouver, Canada raised substantial doubt about
Counterpath Corporation's ability to continue as a going concern
after auditing the Company's financial results for the fiscal
years ended  April 30, 2009, and 2008.  The auditor noted that the
Company had an accumulated deficit of $34,318,195 at April 30,
2009, and incurred a net loss for the year then ended.

At April 30, 2009, the Company's balance sheet showed total assets
of $15,839,165, total liabilities of $4,496,868 and stockholders''
equity of $11,342,297.

For the fiscal year ended April 30, 2009, the Company posted a net
loss of $15,838,712 compared with a net loss of $12,534,919 for
the same period in the previous year.

As of April 30, 2009, the Company had $2,931,932 in cash.

The Company's working capital was $1,566,483 at April 30, 2009,
compared with $7,645,909 at the same point last year.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4051

Counterpath Corporation focuses on the design, development,
marketing and sales of desktop and mobile application software,
conferencing server software, gateway server software and related
professional services, as pre and post sales, technical support
and customization services.  The Company's software products are
sold into the telecommunications sector, specifically the voice
over Internet protocol (VoIP), unified communications and fixed-
mobile convergence markets.


CREATIVE LOAFING: Court to Rule on Atalaya Credit Bid on Aug. 25
----------------------------------------------------------------
Michael Hinman at Tampa Bay Business Journal reports that the Hon.
Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida said that she would decide during an August 25
confirmation hearing whether equity fund Atalaya Capital
Management can submit the "highest and best" offer at an upcoming
auction for Creative Loafing Inc.

As reported by the Troubled Company Reporter on July 24, 2009,
Atalaya Capital and Creative Loafing agreed on a plan that would
put the Company up for auction in August.  Under the agreement,
Atalaya Capital would be the stalking horse bid starting at
$2 million.  Without restrictions, it would be able to bid up to
the $31 million it is owed without having to pay out a single
dollar, Business Journal says.  Atalaya Capital said that it
handed Creative Loafing about $31 million in 2007 to buy
alternative papers Washington City Paper and Chicago Reader.

According to Business Journal, Creative Loafing President Ben
Eason asked Judge Delano to reject the bidding rules that the
Company had approved, saying that the rules would give Atalaya
Capital a non-cash advantage in the bidding war to see who gets
control of the Company.  Citing Creative Loafing reporter Wayne
Garcia, Business Journal relates that Mr. Eason said that he would
be willing to step down temporarily from his role as president if
necessary to help solidify a bidding team that includes his family
interests and one of the other creditors, BIA Digital Partners,

As a hedge fund, Atalaya Capital was more interested in regaining
its investment rather than continuing Creative Loafing as a media
company, Business Journal states, citing Judge Delano.  Atalaya
Capital argued that it would want to continue running Creative
Loafing's publishing operations and make an additional $1 million
available for operational costs, according to Business Journal.

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


CREATIVE LOAFING: President Willing to Step Down to Foil Atalaya
----------------------------------------------------------------
Creative Loafing Inc. president Ben Eason has told Judge Caryl E.
Delano he's willing to step down temporarily from his role in the
Company if necessary to help solidify a bidding team that includes
his family interests and one of the Company's other creditors, BIA
Digital Partners, Atlanta Business Chronicle reports, citing
Creative Loafing reporter Wayne Garcia.

Mr. Eason has objected to bidding procedures proposed by the
Debtors, Atlanta Business Chronicle says, arguing the rules would
give Atalaya Capital Management a non-cash advantage in the
bidding war for Creative Loafing.

Atlanta Business Chronicle says Mr. Eason told the Court that as a
hedge fund, Atalaya was more interested in regaining its
investment rather than continuing Creative Loafing as a media
company.  Atalaya, however, said it not only would want to
continue running the publishing operations, it was willing to make
an additional $1 million available for operational costs.

Atalaya and Creative Loafing have agreed on a plan that would put
the Company up for auction in August.  Atalaya has tried to gain
control of Creative Loafing since the Company filed for Chapter 11
bankruptcy in September 2008, the Troubled Company Reporter said
on July 24, citing Michael Hinman at Washington Business Journal.

Washington Business Journal said the Debtors and Atalaya agreed
the hedge fund would be the stalking horse bid starting at
$2 million.  Without restrictions, it would be able to bid up to
the $31 million it is owed without having to pay out a single
dollar, Washington Business Journal said.

Atlanta Business Chronicle reports Judge Delano said late
Wednesday she'll wait until an August 25 confirmation hearing to
decide whether Atalaya will be able to submit the "highest and
best" offer for Creative Loafing.

Atlanta Business Chronicle notes Atalaya and BIA Digital Partners
are owed more than $40 million for loans they offered Creative
Loafing back in 2007 to buy alternative publications Washington
City Paper and Chicago Reader.  Atalaya called in its loan late
last year, forcing Creative Loafing to seek out Chapter 11
bankruptcy reorganization in September.

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


CRUCIBLE MATERIALS: Court Sets September 30 as Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
deadlines for parties-in-interest to file proofs of claim against
Crucible Materials Corporation and its affiliates.

Holders of prepetition general unsecured claims must file their
proofs of claim by September 30, 2009 at 5:00 p.m. (Eastern).
Governmental units have until November 2, 2009 at 5:00 p.m.
(Eastern).

As reported by the Troubled Company Reporter on July 10, 2009,
Crucible Materials filed its schedules of assets and liabilities
showing creditors being owed $130 million and property on the
books for $165 million.  Affiliate Crucible Development Corp.'s
schedules show assets at $17 million against debt totaling
$70 million.

When they filed for bankruptcy, the Debtors listed assets and
debts both ranging from $100 million to $500 million.  Crucible,
according to Bloomberg News, indicated $64.5 million was owed to
the secured lenders.

Based in Syracuse, New York, Crucible Materials Corporation --
http://www.crucible.com/-- aka Crucible Specialty Metals,
Crucible Service Centers, Crucible Compaction Metals, Crucible
Research and Trent Tube makes stainless and alloy steel for use in
the aircraft, automotive, petrochemical, and other industries.
The Company sold its trent tubes unit to Plymouth Tube in 2007.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors propose to employ Duff & Phelps Securities LLP as
investment banker; RAS Management Advisors LLC as business
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.


CRUCIBLE MATERIALS: Reaches Settlement with BofA on Assets Release
------------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware approved an agreement entered into by Crucible
Materials Corp., with Bank of America regarding a release of
assets the bank held in trust.  According to Carla Main at
Bloomberg News, the trust assets consist of a certain amount of
cash and life insurance policies relating to the lives of certain
former and present executives of Crucible held by the trust as
owner and beneficiary.  The assets were held subject to the claims
of creditors.

Based in Syracuse, New York, Crucible Materials Corporation --
http://www.crucible.com/-- aka Crucible Specialty Metals,
Crucible Service Centers, Crucible Compaction Metals, Crucible
Research and Trent Tube makes stainless and alloy steel for use in
the aircraft, automotive, petrochemical, and other industries.
The Company sold its trent tubes unit to Plymouth Tube in 2007.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


DANIEL BERNHARDT: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Daniel S. Bernhardt
               Vicki L. Bernhardt
               Po Box 11776
               Prescott, AZ 86304-1776

Bankruptcy Case No.: 09-17904

Chapter 11 Petition Date: July 29, 2009

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

Debtors' Counsel: Robert M. Cook, Esq.
                  Law Offices of Robert M. Cook PLLC
                  219 W Second St
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778
                  Email: robertmcook@yahoo.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 13 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/azb09-17904.pdf

The petition was signed by the Joint Debtors.


DEBIASSE ENTREPRENEURS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: DeBiasse Entrepreneurs, Inc.
        4 Park Avenue
        Madison, NJ 07940

Bankruptcy Case No.: 09-29662

Chapter 11 Petition Date: July 29, 2009

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

Debtor's Counsel: Kenneth J. Rosellini, Esq.
                  Hallock & Cammarota, LLP
                  600 Valley Road, Suite 101
                  Wayne, NJ 07470
                  Tel: (973) 692-0001
                  Fax: (973) 692-0011
                  Email: krosellini@halcamlaw.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 Stephen De Biasse, president of the
Company.


DELPHI CORP: Court Confirms Plan; Expects Closing This Quarter
--------------------------------------------------------------
Delphi Corp. said July 30 it received approval of its First
Amended Joint Plan of Reorganization, as modified, during the two-
day confirmation hearing held in the U.S. Bankruptcy Court for the
Southern District of New York.  The Plan provides for the
restructured company to emerge from Chapter 11 as soon as
remaining steps are completed, including regulatory approvals.

As reported by the TCR on July 28, JPMorgan Chase Bank, N.A., - in
its capacity as administrative agent to lenders who provided $4
billion of debtor-in-possession financing, emerged as the winning
bidder for Delphi's assets.  General Motors Company affiliate GM
Components Holdings LLC and DIP Holdco 3, LLC, a newly-formed
entity by the DIP Lenders, will acquire substantially all of the
assets and liabilities of Delphi through a credit bid.
An earlier proposal by Platinum Equity Capital Partners, L.P., and
GM serves as back-up bid.  The Court has approved the sale, but
the sale has not yet been closed.

"We expect closing to occur during the current calendar quarter.
The Company is grateful for the support of its customers,
suppliers, employees, governments, communities, and other
constituents during a time of dramatic change for both the company
and the global automotive industry.  We expect to emerge as a
well-capitalized, strong and resilient company, with a clear focus
on remaining a premier global supplier to the world's OEMs, the
aftermarket and our medical industry customers," Delphi said.

Under the Credit Bid, the consideration provided by GM Components
includes:

  * the assumption of GM Assumed Liabilities, and the assumption
    or payment of the applicable cure amounts associated with
    the contracts and leases to be assigned to GM;

  * the waiver by each of New GM and Old GM of its prepetition
    claims, administrative claims and future claims in the
    Debtors' bankruptcy cases, including any claims pursuant to
    a Global Settlement Agreement, as amended, effective as of
    September 29, 2008, and each of the GM-Delphi Liquidity
    Agreements;

  * the payment to JP Morgan of an amount equal to $291 million
    plus DIP Priority Payments pursuant to the Master
    Disposition Agreement;

  * the payment to Delphi of up to $50 million to cover certain
    expenses consistent with a wind down budget attached as an
    exhibit to the Master Disposition Agreement; and

  * up to $15 million in professional fees, plus the costs of
    solicitation of approval for the Modified Plan not exceeding
    $12 million; provided that the sum of (x) those fees, plus
    (y) applicable cure amounts paid or assumed by the GM Buyers
    will not exceed $148 million;

In addition, the consideration to be provided by DIP Holdco 3
includes:

  * the assumption of the Company Assumed Liabilities;

  * the assumption or payment of the applicable Cure Amounts
    associated with the contracts and leases to be assigned to
    DIP Holdco 3;

  * the Credit Bid;

  * up to $15 million of professional fees; and

  * deferred cash consideration, to the extent payable following
    the effective date of the Modified Plan and pursuant to the
    DIP Holdco 3 operating agreement, to the holders of allowed
    general unsecured claims, in an amount not to exceed $300
    million.

A summary of the principal differences between the GM-Platinum
Master Disposition Agreement and the DIP Holdco Master Disposition
Agreement is available for free at:

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

The lenders taking part in the purchase include Elliott Management
Corp, Monarch Alternative Capital and Silver Point Capital LP,
Reuters said.

                         About Delphi Corp

Based in Troy, Michigan, 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.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has 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)


DELPHI CORP: Creditors May Resell Assets, Says Analyst
------------------------------------------------------
Creditors proposing to buy Delphi Corp.'s assets out of bankruptcy
probably will try to resell the company rather than run it for the
long term, James Gillette, an auto-parts supplier consultant at
CSM Worldwide Inc., told Bloomberg News.

Lenders such as Elliott Management Corp. and Silver Point
Capital LP will look to recoup their investment of at least
$3.5 billion in bankruptcy financing through a sale, Mr. Gillete
said.  Gillette noted that "these are purely financial firms."

As reported by the TCR on July 28, JPMorgan Chase Bank, N.A., - in
its capacity as administrative agent to lenders who provided $4
billion of debtor-in-possession financing, emerged as the winning
bidder for Delphi's assets.  General Motors Company affiliate GM
Components Holdings LLC and DIP Holdco 3, LLC, a newly-formed
entity by the DIP Lenders, will acquire substantially all of the
assets and liabilities of Delphi through a credit bid.
An earlier proposal by Platinum Equity Capital Partners, L.P., and
GM served as back-up bid.  The Court has approved the sale, but
the sale has not yet been closed.

A summary of the principal differences between the GM-Platinum
Master Disposition Agreement and the DIP Holdco Master Disposition
Agreement is available for free at:

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

The lenders taking part in the purchase include Elliott Management
Corp, Monarch Alternative Capital and Silver Point Capital LP,
Reuters said.

                         About Delphi Corp

Based in Troy, Michigan, 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.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has 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)


DELPHI CORP: Wants to Stay Retirees' Suit
-----------------------------------------
Dennis Black and Charles Cunningham and the Delphi Salaried
Retirees Association filed with the U.S. District Court for the
Eastern District of Michigan Southern Division, on July 16, 2009,
a complaint for equitable relief against Craig G. Naylor, David
N. Farr, Martin E. Welch, and James P. Whitson, in their
capacities as named fiduciaries of the Delphi Retirement Program
for Salaried Employees.

By this motion, the Debtors ask the Court to enforce the
automatic stay, or extend the automatic stay under Section 362 of
the Bankruptcy Code, to stay all litigation associated with the
DSRA Complaint.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, argues that the automatic stay
applies to the District Court Action because there is a strong
identity of interest between the Debtors and the Delphi Director
and Officers.  The Debtors allege that DSRA is trying to
indirectly enjoin them from consummating a settlement agreement
they entered with the Pension Benefit Guaranty Corporation that
would result in the termination of the Salaried Plan.  Mr. Butler
maintains that although the assets of the Salaried Plan are not
assets of the Debtors' estates, the Debtors' rights as Plan
Administrator are property of the Debtors' estates.  Similarly,
the right of the Debtors to decide whether the Delphi Directors
and Officers should remain named fiduciaries under the Salaried
Plan is also the property of the Debtors' estates.  Accordingly,
Mr. Butler asserts that the automatic stay applies to the
District Court Action to the extent it seeks to enjoin the
Delphi-PBGC Settlement Agreement or replace the Delphi Directors
and Officers.

Moreover, the automatic stay applies to the remainder of the
Complaint, which seeks a broad injunction against any act or
practice that violates the Employee Retirement Income Security
Act or the Salaried Plan, Mr. Butler adds.  Aside from being
inappropriate because an injunction would merely require
compliance with applicable law, the intimidating and harassing
effect of that injunction would interfere with the Debtors'
operation of their business and create a situation where the
conduct of the individuals through which the Debtors act would be
subject to conflicting orders of different courts, he asserts.
In the event the Michigan District Court rules in favor of the
DSRA, the Debtors' already tight timetable for executing an
emergence transaction would be jeopardized, he stresses.

Thus, in the event the Court finds that the automatic stay does
not apply to the District Court Action, the automatic stay should
be extended because unusual circumstances exist in that the
Debtors are the real party defendant and a judgment against the
Delphi Directors and Officers would in effect be a judgment or
finding against the Debtors, Mr. Butler maintains.

                     Salaried Retirees' Letter

On behalf of Messrs. Black and Cunningham and the DSRA, Joseph T.
Moldovan, Esq., at Morrison Cohen LLP, in New York, relates that
the parties were unable to agree on an order or stipulation that
would resolve all pending issues.  Moreover, he reveals, the
Salaried Retirees had voluntarily dismissed their District Court
Action.  Similarly, hearing on the motion of restraining order
and preliminary injunction against Delphi's directors and
officers scheduled for July 27, 2009 is mooted.  Mr. Moldovan
explains that the Salaried Retirees have retracted their
complaint because on July 22, 2009, the PBCG filed a complaint
for Pension Plan Termination against Delphi as Plan Administrator
for the Salaried Plan in the United States District Court for the
Eastern District of Michigan Southern Division.

The Salaried Retirees aver that until the time as the PBGC Action
is resolved, they neither can nor will initiate or pursue any
claims concerning the Salaried Plan except in the PBGC Action.
According, the Salaried Retirees believe that those events have
mooted the need for a determination by the Court on the Debtors'
Motion to Stay.

                         About Delphi Corp

Based in Troy, Michigan, 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.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has 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)


DELPHI CORP: Obtains Approval of Modifications to D&O Deals
-----------------------------------------------------------
Delphi Corp. and its affiliates obtained approval from the
Bankruptcy Court for proposed modifications to two stipulated
settlements in the multidistrict litigation against Delphi
Corporation, certain Delphi affiliates, and certain current and
former directors and officers of Delphi under the federal
securities laws and the Employee Retirement Income Security Act
of 1974 in the United States District Court for the Eastern
District of Michigan.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, told Bankruptcy Court Judge Robert
Drain that on May 28, 2009, the Michigan District Court conducted
a chambers conference attended by the Debtors, the Securities Lead
Plaintiffs, the ERISA Named Plaintiffs, and a number of other
settling parties.  At the chambers conference, the District Court
received an update regarding the Debtors' reorganization process
and the negotiations among the parties.  The District Court then
provided guidance as to the proper procedures with respect to
notice and the District Court's consideration of any changes to
the MDL Settlements.  The parties continued to engage in
negotiations, and on July 10, 2009, entered into the Second
Securities Stipulation Modification and the Amended ERISA
Stipulation Modification -- MDL Settlements -- subject to approval
by the District Court and the Bankruptcy Court.

Mr. Butler notes that the three principal changes to the MDL
Settlements are:

  (i) the classification and treatment of the allowed claims and
      interests granted to the Securities Class and the ERISA
      Class;

(ii) the elimination of the Debtors' obligation to pay to the
      Securities Class $15 million in cash pursuant to an
      agreement with a third party; and

(iii) streamlining of the conditions to the effective date of
      the MDL Settlement.

Specifically, Mr. Butler reminds the Bankruptcy Court that the
Final MDL Settlements Order granted to the Securities Lead
Plaintiffs, as representatives of the Securities Class, an allowed
claim for $179 million.  Similarly, under the Final MDL Settlement
Approval Order, the ERISA Named Plaintiffs, as representatives of
the ERISA Class, were allowed an interest for $24.5 million.
However, under the Modifications, the Debtors will have no
obligation to propose any particular treatment to the Securities
Allowed Claim and ERISA Allowed Interest under the Confirmed
First Amended Joint Plan of Reorganization, as modified.  Under
the Modifications, the Securities Allowed Claim and ERISA Allowed
Interest will have the same priority as general unsecured claims
in the event that the Debtors' Modified Plan provides for a par
plus accrued recovery for general unsecured creditors.

Moreover, under the Securities Stipulation Modification, the
Debtors had an obligation to cause to be paid to the Securities
Lead Plaintiffs' escrow agent $15 million pursuant to an
agreement with a certain third party.  The $15 million payment
was due within 10 days after the substantial consummation of the
Debtors' Confirmed Plan and was a condition to the effective date
of the settlement.  However, given the Debtors' current financial
condition, the parties agreed to eliminate the $15 million
payment and the corresponding condition to the effective date of
the settlement.

Mr. Butler further notes that one of the conditions set forth in
Final MDL Settlement Order requires distribution of the Delphi
Net Consideration, pursuant to the Securities Stipulation, as
soon practicable after satisfaction of certain conditions or the
Bankruptcy Effective Date.  Given that the Debtors have not
substantially consummated the Confirmed Plan, the Bankruptcy
Effective Date has not occurred and the MDL Settlements have not
become effective.  Against this backdrop, the releases provided
in the stipulations will have not taken effect, leaving the
Debtors without the paramount benefit of the settlement bargain.
Thus, for the settlement to become effective, the Modifications
eliminate the conditions related to the Debtors' distribution of
the Delphi Net Consideration, if any, to the Securities Class and
the Delphi Consideration, if any, to the ERISA Class following
the Bankruptcy Effective Date.  Once those conditions are
satisfied, the MDL Settlements, including the releases of the
Debtors, will become effective, without regard to the substantial
consummation of a plan of reorganization.

Accordingly, Mr. Butler emphasizes, the modified treatment of the
Securities Allowed Claim and the ERISA Allowed Interest will make
it easier for the Debtors to obtain the Court's approval of
changes to the Confirmed Plan.  Absent the Modifications, he
points out, that the general unsecured creditors might object to
the Modified Plan due to the treatment given to the Securities
Allowed Claim and the ERISA Allowed Interest.  He further notes
that those objections would be more difficult to resolve given
that the modifications to the Confirmed Plan would provide
general unsecured creditors and others with only a partial
recovery.  The Modifications remove an obstacle to the approval
of changes to the Confirmed Plan and the Debtors' emergence from
Chapter 11 as soon as practicable, he asserts.

Similarly, Mr. Butler says, the Modifications are beneficial to
the Debtors and their estates because the Debtors will not have
to choose from a range of unattractive options that includes
paying the $15 million from their own limited and dwindling cash
reserves or potentially breaching the provision of the Securities
Stipulation Modification that required the Debtors to cause the
payment of the $15 million.

Mr. Butler also notes that a third settlement agreement, and
Insurance Stipulation, will be affected by the Modifications
because the effective date of the Insurance Stipulation is tied
to the effective date of the MDL Settlements.  The Insurance
Stipulation will be deemed effective upon the effective date of
the MDL Settlements.

A full-text copy of the Modified MDL Settlements is available for
free at http://bankrupt.com/misc/Delphi_ModMDLSettlements.pdf

                         About Delphi Corp

Based in Troy, Michigan, 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.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has 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)


DELTA AIR LINES: Divulges Plans to Mitigate Impact of Recession
---------------------------------------------------------------
In its Form 10Q filed with the Securities and Exchange
Commission, Delta Air Lines, Inc., provided updates on the
management's discussions and analysis of its financial condition
and results of operations and responses to global economic
recession.

Delta Senior Vice President and Chief Financial Officer Hank
Halter said that in an effort to lessen the impact of the global
recession, Delta will reduce international capacity by 15%,
compared to the prior year on a combined basis, beginning in
September 2009 to align its capacity with declining demand in the
marketplace.  Delta remains committed to diversifying its
international network and has added more than 20 new
international markets this year.

As of June 30, 2009, Delta owns a total of 686 aircraft
consisting of 553 passenger aircraft, 3 freighter aircraft and
130 regional aircraft.

To reduce fleet costs, Delta plans to remove 30 to 40 mainline
passenger aircraft from the fleet during 2009.  In addition, the
Company will retire its entire fleet of B-747-200F freighter
aircraft by the end of 2009 due to that fleet's age and
inefficiency.  Furthermore, Delta anticipates removing over 30
regional jets from its network over the next 18 months.  Delta
believes it has flexibility in its network and fleet to remove
additional capacity if the environment warrants, Mr. Halter
disclosed.

Delta's combined workforce was 10% lower year-over-year,
reflecting reductions from normal attrition, as well as voluntary
workforce reduction programs offered to align workforce with
reduced capacity as of the Reporting Period.

As of June 30, 2009, Delta had 777,644,595 shares of common stock
outstanding.

              Financial Condition and Liquidity

According to Mr. Halter, Delta expects to meet cash needs for the
next 12 months from cash flows from operations, cash and cash
equivalents, short-term investments and financing arrangements.
Delta's cash and cash equivalents and short-term investments were
$4.9 billion at June 30, 2009.  In addition, the Company has an
undrawn $500 million revolving credit facility.  Northwest
Airlines Corporation is also a party to a $904 million senior
corporate credit facility, which was fully drawn at June 30,
2009.

With respect to aircraft order commitments at June 30, 2009,
Delta has financing commitments from third parties, cancellation
rights or definitive agreements to sell certain aircraft to third
parties immediately following delivery of those aircraft to Delta
by the manufacturer.

Delta intends to refinance the total amounts of both the Bank
Credit Facility and $500 Million Revolving Credit Facility prior
to, or at the time of, their final maturity dates.  "There can be
no assurance, however, that we will be able to refinance these
facilities in light of current credit market conditions or for
other reasons.  In the event that we are not able to refinance
these facilities, we believe that we have sufficient liquidity to
fund the maturities," Mr. Halter disclosed.

To integrate the operations of Delta and Northwest, Delta must
obtain a single operating certificate for the two airlines from
the Federal Aviation Administration.

                 Elected Board of Directors

Mr. Halter outlined the results of elections for the Delta's
Board of Directors, which was conducted during the Company's
Annual Meeting of Stockholders held on June 22, 2009, in New
York.

The newly elected Board of Directors garnered these votes:

NOMINEES                    FOR          AGAINST     ABSTENTIONS
--------                    ---          -------     -----------
Richard H. Anderson     531,727,863    118,311,886    2,170,310
Roy J. Bostock          488,936,271    159,022,082    4,251,706
John S. Brinzo          529,981,027    117,284,613    4,944,420
Daniel A. Carp          529,986,132    117,393,125    4,830,802
John M. Engler          529,715,855    118,151,763    4,342,442
Mickey P. Foret         510,707,316    138,163,560    3,339,183
David R. Goode          530,445,964    117,126,387    4,637,708
Paula Rosput Reynolds   528,085,987    119,928,693    4,185,380
Kenneth C. Rogers       531,028,316    116,780,870    4,390,873
Rodney E. Slater        529,583,392    118,515,347    4,101,320
Douglas M. Steenland    515,556,788    134,334,122    2,319,149
Kenneth B. Woodrow      530,162,044    117,435,517    4,612,498

Delta stockholders also ratified the appointment of Ernst & Young
as independent auditors for the year ending December 31, 2009, by
a vote of:

  FOR              AGAINST             ABSTENTIONS
  ---              -------             -----------
  640,367,524      9,320,583           2,521,952

The Stockholders also defeated the stockholder proposal regarding
cumulative voting in the election of directors by a vote of:

  FOR              AGAINST             ABSTENTIONS
  ---              -------             -----------
  137,892,524      391,796,114         1,859,819

There were 120,661,602 broker non-votes.

                  Update on Legal Proceedings

Mr. Halter further updated the SEC of pending legal proceedings
relating to employment practices, environmental issues,
bankruptcy matters and other matters concerning the Company's
business, specifically relating to the First Bag Fee Antitrust
Litigation and the Cincinnati Airport settlement.

In May, June and July, 2009, a number of purported class action
antitrust lawsuits were filed in the U.S. District Courts for the
Northern District of Georgia, the Middle District of Florida, and
the District of Nevada against Delta and AirTran Airways.

The plaintiffs allege that Delta and AirTran engaged in collusive
behavior in violation of Section 1 of the Sherman Act in November
2008, based upon certain public statements made in October 2008
by AirTran's CEO at an analyst conference concerning fees for the
first checked bag, Delta's imposition of a fee for the first
checked bag on November 4, 2008, as well as AirTran's imposition
of a similar fee on November 12, 2008.  The plaintiffs seek to
assert claims on behalf of an alleged class consisting of
passengers who paid the first bag fee after December 5, 2008, and
seek injunctive relief and unspecified treble damages.

Delta contends that the claims in the cases are without merit and
are vigorously defending these lawsuits.  Motions are pending to
transfer and consolidate all pending cases at the Georgia
District Court, Mr. Halter said.

Mr. Halter further noted that a small group of bondholders
challenged Delta's settlement agreement with the Kenton County
Airport Board and UMB Bank, N.A., as trustee for the Series 1992
Bonds, to restructure certain of Delta's lease and other
obligations at the Cincinnati-Northern Kentucky International
Airport.  The Objecting Bondholders appealed to the U.S. Court of
Appeals for the Second Circuit.

In February 2009, the Court of Appeals upheld the decision of the
District Court for the Southern District of New York, which
affirmed the Settlement Agreement.  The Court of Appeals
subsequently denied the Objecting Bondholders' petition for a
rehearing en banc.

As a result, the Objecting Bondholders have filed a petition for
a writ of certiorari with the U.S. Supreme Court.

A full-text copy of Delta's Second Quarter Financial Results is
available for free at http://ResearchArchives.com/t/s?4037

                     DELTA AIR LINES, INC.
             Unaudited Consolidated Balance Sheets
                    As of June 30, 2009

                            ASSETS

Current Assets:
Cash and cash equivalents                        $4,851,000,000
Short-term investments                               91,000,000
Restricted cash and cash equivalents                361,000,000
Accounts receivable, net                          1,410,000,000
Hedge margin receivable                                       -
Expendable parts & supplies inventories, net        372,000,000
Deferred income taxes, net                          316,000,000
Prepaid expenses and other                          898,000,000
                                               ----------------
Total Current Assets                               8,299,000,000

Property and Equipment, Net                       20,916,000,000

Other Assets
Goodwill                                          9,737,000,000
Identifiable intangibles, net                     4,888,000,000
Other noncurrent assets                             640,000,000
                                               ----------------
Total Other Assets                                15,265,000,000
                                               ----------------
Total Assets                                     $44,480,000,000
                                               ================

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt             $1,824,000,000
Air traffic liability                             3,852,000,000
Accounts payable                                  1,580,000,000
Frequent flyer deferred revenue                   1,580,000,000
Accrued salaries and related benefits             1,019,000,000
Hedge Derivatives liability                         150,000,000
Taxes payable                                       673,000,000
Other accrued liabilities                           471,000,000
                                               ----------------
Total Current Liabilities                         11,149,000,000

Noncurrent Liabilities:
Long-term debt and capital leases                14,774,000,000
Pension, postretirement & related benefits       11,101,000,000
Frequent flyer deferred revenue                   3,367,000,000
Deferred income taxes, net                        1,886,000,000
Other noncurrent liabilities                      1,223,000,000
                                               ----------------
Total noncurrent liabilities                      32,351,000,000

Commitments and Contingencies
Stockholders' Equity:
Common stock:
Common stock at $0.00001 par value,
   1,500,000,000 shares authorized,
   781,148,627 shares issued June 30, 2009                    -
Additional paid-in capital                      13,765,000,000
Accumulated deficit                             (9,659,000,000)
Accumulated other comprehensive loss            (2,963,000,000)
Treasury stock, at cost, 9,504,032 shares
  at June 30, 2009                                 (163,000,000)
                                               ----------------
Total Stockholders' Equity                           980,000,000
                                               ----------------
Total Liabilities and Stockholders' Equity       $44,480,000,000
                                               ================

                     DELTA AIR LINES, INC.
        Unaudited Consolidated Statements of Cash Flow
                Six Months Ended June 30, 2009

Net Cash Provided by Operating Activities         $1,477,000,000

Cash Flows from Investing Activities:
Property and equipment additions:
   Flight equipment                                (498,000,000)
   Ground property and equipment                   (113,000,000)
Redemption of short-term investments               121,000,000
Proceeds from sales of flight equipment             76,000,000
Decrease in restricted cash & cash equivalents      10,000,000
Other, net                                                   -
                                               ----------------
Net Cash used in Investing Activities             (404,000,000)

Cash Flows from Financing Activities:
Payments on long-term debt                        (853,000,000)
Proceeds from long-term obligations                390,000,000
Other, net                                         (14,000,000)
                                               ----------------
Net Cash used in Financing Activities             (477,000,000)

Net Increase (Decrease) in Cash & Equivalents        596,000,000
Cash & cash equivalents at beginning of period   4,255,000,000
                                               ----------------
Cash & cash equivalents at end of period        $4,851,000,000
                                               ================

                      About Delta Air Lines

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

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

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.  The Official Committee of Unsecured
Creditors retained Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., as its bankruptcy counsel.  When the
Northwest Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On May 21,
2007, the Court confirmed the Northwest Debtors' amended plan.
That amended plan took effect May 31, 2007.  (Northwest Airlines
Bankruptcy News Issue No. 114; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

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.  Timothy R.
Coleman at The Blackstone Group L.P. provided the Delta Debtors
with financial advice.  Daniel H. Golden, Esq., and Lisa G.
Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provided
the Official Committee of Unsecured Creditors with legal advice.
John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and
James S. Feltman at Mesirow Financial Consulting, LLC, served as
the Committee's financial advisors.  On April 25, 2007, the Court
confirmed the Delta Debtors' plan.  That plan became effective on
April 30, 2007.  The Court entered a final decree closing 17 cases
on September 26, 2007.  (Delta Air Lines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

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


DELTA AIR LINES: Seeks to Resolve Seniority, Representation Issues
------------------------------------------------------------------
As widely reported, Delta Air Lines is geared toward settling the
union representation and seniority issues hounding the airline's
flight attendant workgroup.

In a statement dated July 27, 2009, the Association of Flight
Attendants-CWA said it had asked the National Mediation Board, a
federal institution that resolves labor issues, to declare that
the merger of Delta and its acquired subsidiary Northwest
Airlines Corporation, which was completed in October 2008, has
"created a single transportation system that requires the NMB to
conduct a representation election for the carriers' flight
attendants."

Northwest's 8,000 pre-merger flight attendants are currently
represented by AFA-CWA, while those at Delta are not represented
by a union.

Upon the NMB's declaration, an election will be held to determine
if AFA-CWA will be the exclusive bargaining agent for the
airline's 20,000 FAs, according to the statement.  The election
-- which will be among the largest ever conducted by the NMB --
could be scheduled this fall, reports the Atlanta-Journal
Constitution.

"With AFA-CWA representation, [Delta and Northwest] flight
attendants will work alongside management in negotiating what is
best for their careers," Patricia Friend, AFA-CWA International
President stated.

A full-text copy of AFA-CWA's statement is available for free at:

   http://bankrupt.com/misc/AFA-CWA_DeltaFAStatement0727.pdf

In a memo addressed to its flight attendants, Delta emphasized
that participating in the election is one of the biggest
decisions of their career, AJC adds.

Concurrent with the AFA-CWA's statement, Robert Roach, Jr.,
general vice president of the International Association of
Machinists and Aerospace Workers -- which represents pre-merger
Northwest ground workers -- asked Delta CEO Richard Anderson for
a meeting "to discuss various issues which will help facilitate
[IAM's] determination of single carrier status."

In response, Mike Campbell, executive vice president of Human
Resources and Labor Relations at Delta, has agreed to a
"productive" meeting with the Union within August 3 and August 5,
2009, in Washington, D.C.

"In view of this history, the IAM is now the only union that has
not filed to resolve its post-merger representation status. We
are available to discuss whatever subjects you want to raise, but
in the end, we want to make clear that the continued post-merger
status of the various NWA crafts or classes represented by the
IAM pre-merger needs to be resolved," Mr. Campbell wrote in a
letter to IAM.

IAM's possible designation of Delta and Northwest as a single
transportation system would effectively trigger a process for a
union representation vote among non-union pre-merger Delta and
unionized pre-merger Northwest ground workers, notes the Atlanta
Business Chronicle.

A full-text copy of Delta's letter to IAM is posted at Delta's
Web site at http://ResearchArchives.com/t/s?404a

The NMB has already recognized Delta as a single entity in
labor negotiations.  Delta is meshing its post-merger employees
to obtain a single operating certificate from the Federal
Aviation Administration by the end of 2009.

Combined, AFA-CWA and IAMAW represent 16,000 pre-merger Northwest
employees at Delta, The Detroit News has said.

                      About Delta Air Lines

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

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

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.  The Official Committee of Unsecured
Creditors retained Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., as its bankruptcy counsel.  When the
Northwest Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On May 21,
2007, the Court confirmed the Northwest Debtors' amended plan.
That amended plan took effect May 31, 2007.  (Northwest Airlines
Bankruptcy News Issue No. 114; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

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.  Timothy R.
Coleman at The Blackstone Group L.P. provided the Delta Debtors
with financial advice.  Daniel H. Golden, Esq., and Lisa G.
Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provided
the Official Committee of Unsecured Creditors with legal advice.
John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and
James S. Feltman at Mesirow Financial Consulting, LLC, served as
the Committee's financial advisors.  On April 25, 2007, the Court
confirmed the Delta Debtors' plan.  That plan became effective on
April 30, 2007.  The Court entered a final decree closing 17 cases
on September 26, 2007.  (Delta Air Lines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

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


DELTA AIR LINES: Suggests Govt. Control of Speculative Oil Trades
-----------------------------------------------------------------
On behalf of the Air Transport Association, Delta Air Lines
general counsel Ben Hirst disclosed that U.S. airlines support
government regulation to curb speculative trading, reports
CNNMoney.com.

Position limits should be set for "noncommercial traders" -- or
those who don't depend on locking in future oil prices to manage
business costs -- to ensure that no individual trader holds, in
the spot month, an unduly large percentage of the spot-month
delivery supply, Mr. Hirst told the Commodity Futures Trading
Commission at a meeting in Washington D.C., on July 28, 2009.

The CFTC already has the authority to set position limits for
designated contract markets to prevent excessive speculation, Mr.
Hirst noted, according to the report.

Mr. Hirst disclosed that Delta ranks second to the U.S.
government as the largest consumer of jet fuel in the world,
using up four billion gallons of jet fuel annually.

"In 2008, as oil prices and volatility peaked, fuel expense,
including the cost of hedging, consumed 40% of our total
revenues, directly resulting in the need to reduce our [seat]
capacity by more than 10%, and eliminate nearly 10,000 jobs," Mr.
Hirst noted, according to CNNMoney.com.

                      About Delta Air Lines

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

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

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.  The Official Committee of Unsecured
Creditors retained Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., as its bankruptcy counsel.  When the
Northwest Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On May 21,
2007, the Court confirmed the Northwest Debtors' amended plan.
That amended plan took effect May 31, 2007.  (Northwest Airlines
Bankruptcy News Issue No. 114; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

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.  Timothy R.
Coleman at The Blackstone Group L.P. provided the Delta Debtors
with financial advice.  Daniel H. Golden, Esq., and Lisa G.
Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provided
the Official Committee of Unsecured Creditors with legal advice.
John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and
James S. Feltman at Mesirow Financial Consulting, LLC, served as
the Committee's financial advisors.  On April 25, 2007, the Court
confirmed the Delta Debtors' plan.  That plan became effective on
April 30, 2007.  The Court entered a final decree closing 17 cases
on September 26, 2007.  (Delta Air Lines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
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.


DOMINGO MORALES: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Domingo A. Morales
        3145 Washington Street
        Jamaica Plain, MA 02130

Bankruptcy Case No.: 09-17130

Chapter 11 Petition Date: July 29, 2009

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

Judge: Joan N. Feeney

Debtor's Counsel: Herbert Weinberg, Esq.
                  Rosenberg & Weinberg,
                  805 Turnpike St., Suite 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Fax: (978) 682-3041
                  Email: hweinberg@jrhwlaw.com

                  Patrick Martin, Esq.
                  Rosenberg & Weinberg
                  805 Turnpike Street, Suite 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Email: pmartin@jrhwlaw.com

Total Assets: $1,545,527

Total Debts: $2,222,856

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

         http://bankrupt.com/misc/mab09-17130.pdf

The petition was signed by Mr. Morales.


EDWARD MICHAEL BOBOLA: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Joint Debtors: Edward Michael Bobola
                  aka E. Michael Bobola
               Joanne Bobola
               93 Laurel Street
               Fairhaven, MA 02719

Bankruptcy Case No.: 09-17134

Chapter 11 Petition Date: July 29, 2009

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

Judge: William C. Hillman

Debtors' Counsel: Neil D. Warrenbrand, Esq.
                  Law Offices of Neil D. Warrenbrand
                  One McKinley Square
                  Boston, MA 02109
                  Tel: (617) 720-2286
                  Email: neil@warrenbrandlaw.com

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

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

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

The petition was signed by the Joint Debtors.


ENERGY PARTNERS: Plan Gets Overwhelming Support from Noteholders
----------------------------------------------------------------
NetDockets relates Energy Partners Ltd. on Monday announced the
results of voting on its chapter 11 plan of reorganization.

NetDockets says Epiq Bankruptcy Solutions, LLC, the Debtor's
claims and noticing agent, disclosed that a majority of the two
classes of claims and interests entitled to submit votes voted in
favor of the plan:

     -- Plan Class 7 - Senior Note Claims

        * 99.95% of claimholders voted in favor by amount
          ($367.3 million in favor vs. $190,000 against)

        * 98.90% of claimholders voted in favor by number
          (90 claimholders in favor vs. 1 against)

     -- Plan Class 8 - EPL Common Stock Interests

        * Holders of 52.11% of shares voted in favor
          (6,757,433 shares in favor vs. 6,209,250 against)

        * The ballots of two shareholders (collectively holding
          4,647 shares) were not tabulated because the ballots did
          not indicate a vote in favor or against.

As reported by the Troubled Company Reporter on July 27, 2009,
Secured lenders Fortis Capital Corp. and BNP Paribas object to the
reorganization plan for Energy Partners Ltd., claiming the Plan
does not provide adequate assurance the oil and gas producer would
receive $125 million in exit financing and incorrectly indicates
secured creditors would be fully repaid, Law360 reports.

The United States Bankruptcy Court for the Southern District of
Texas, Houston Division, approved in June the Disclosure Statement
filed in connection with Energy Partners' pre-negotiated Joint
Plan of Reorganization and authorized EPL to begin soliciting
votes on the Plan.

Confirmation hearing on the Plan was scheduled for July 29, 2009.

The Plan is supported by a committee that represents the Company's
senior unsecured noteholders.  The TCR on May 19, 2009, said the
Plan is supported by an ad hoc committee of the Company's senior
noteholders comprised of more than 66.6% of the outstanding
aggregate principal amount of the Company's 9.75% Senior Unsecured
Notes due 2014 and the Company's Senior Floating Notes due 2013.

The Plan provides for:

    -- Conversion of the Company's three series of outstanding
       Senior unsecured notes, representing approximately
       $455 million of indebtedness, into 100% of the outstanding
       common stock in the reorganized Company upon its emergence
       from bankruptcy;

    -- Current stockholders of the Company would receive warrants
       Exercisable for 12.5% of the common stock of the
       reorganized Company;

    -- Secured debt obligations under the Credit Agreement,
       Representing approximately $83 million of indebtedness,
       will be satisfied in full;

    -- Obligations owed to the MMS will be handled in the manner
       Previously described by the Company; and

    -- 100% cash recovery for unsecured creditors to be paid in
       accordance with the terms set forth in the Plan.

The TCR said the Company is seeking a new first lien working
capital facility to fund the Company's ongoing operations and pay
obligations under the Plan.

The Disclosure Statement filed on May 15, 2009, contains a
historical profile of the Company, a description of proposed
distributions to creditors, as well as many of the technical
matters required for the solicitation process.

                    About Energy Partners Ltd.

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

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


EVERETT MARITIME: Port of Everett Seeks Transfer of Venue
---------------------------------------------------------
The Port of Everett asks the U.S. Bankruptcy Court for the
Northern District of Illinois to transfer venue of the bankruptcy
case of Everett Maritime, LLC, to the Western District of
Washington for the convenience of parties-in-interest and in the
interests of justice.

According to NetDockets, the Port of Everett acknowledges that
venue is likely proper in the Northern District of Illinois, but
asserts that venue would also be proper in the Western District of
Washington.

According to NetDockets, the Port of Everett argues that Everett
Maritime is a Washington limited liability company and that its
principal assets are located in Washington.  Port of Everett notes
the Debtor's owners and managers "appear" to be located in
Chicago, which would cause Everett Maritime's "principal place of
business" to be located in Chicago under Seventh Circuit
precedent.

Port of Everett, according to NetDockets, also asserts that "the
clear majority of unsecured creditors -- whether viewed in terms
of number of creditors or claim amounts -- are located" in
Washington, the "essence of this case" is an option agreement
between the Port and the debtor, all of the witnesses related to
that agreement reside in Washington, and the cases would be more
economically administered in Washington.

Everett Maritime LLC is the developer of the Port Gardner Wharf
real estate development project in Everett, Washington.  Everett
Maritime filed for Chapter 11 on May 20, 2009 (Bankr. N.D. Ill.
Case No. 09-18224).  David K. Welch, Esq., at Crane Heyman Simon
Welch & Clar, represents the Debtor as counsel.  The Debtor
disclosed $76,517,033 in total assets and $22,155,482 in total
debts.


FIFTH AVENUE EXCAVATING: Case Summary & 6 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Fifth Avenue Excavating LLC
        2572 5th Ave. N
        Seattle, WA 98109

Bankruptcy Case No.: 09-17522

Chapter 11 Petition Date: July 29, 2009

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

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St., Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: $1,142,100

Total Debts: $1,163,320

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

            http://bankrupt.com/misc/wawb09-17522.pdf

The petition was signed by Gary Ard, owner/partner of the Company.


FLEETWOOD RETAIL: Case Summary 50 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fleetwood Retail Corp. of Arizona
        3125 Myers Street
        P.O. Box 7638
        Riverside, CA 92513-7638

Bankruptcy Case No.: 09-27248

Chapter 11 Petition Date: July 29, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Debtor's Counsel: Craig Millet, Esq.
                  3161 Michelson Dr, Suite 1200
                  Irvine, CA 92612
                  Tel: (949) 451-3986
                  Fax: (949) 475-4651
                  Email: cmillet@gibsondunn.com

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

Estimated Debts: $10,001 to $100,000

A list of the Company's 50 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/cacb09-27248.pdf

The petition was signed by Andrew M. Griffiths, senior V.P. and
chief financial officer of the Company.


FLYING J: Seeks Court Nod to Borrow $100 Million from Pilot Travel
------------------------------------------------------------------
Flying J Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for authority to obtain postpetition
financing from Pilot Travel Centers LLC on a superpriority
administrative claim and first priority lien basis, in accordance
with a budget.

The Debtors relate that they have a need for the DIP Facility to
provide replacement surety bonds, ensure adequate liquidity to
continue operations, prevent anticipated cash flow shortages and
bridge to an anticipated merger or other transaction with the DIP
Lender that will inure to the benefit of all Flying J
stakeholders.

As explained by the Debtors, more than $22 million in surety bonds
issued by Great American Insurance Company will terminate on
August 4, 2009.  The prepetition surety bonds secure various
obligations, including state workers' compensation obligations and
obligations to fund fuel tax licenses.  The Debtors' inability to
secure postpetition financing for Flying J likely will trigger
demands to collateralize other existing surety bonds that the
Debtors will not be able to meet and still continue to have
sufficient liquidity to satisfy their operational and other
postpetition demands.

The Debtors also ask the Court to authorize Flying J to execute a
letter of intent with Pilot, to sell the certain assets pursuant
to an acquisition agreement.  Pilot's obligation to close on the
DIP Facility is conditioned on the Court's approval, by July 31,
2009, of the Letter of Intent.  The Debtors have filed a motion
asking the Bankruptcy Court to authorize them to file the
unreadacted letter of intent under seal.

Specifically, Flying J seeks to sell, in return for consideration
consisting of cash and equity, its travel center and trucking
operations, corporate headquarters building, certain excess land
adjacent to Flying J's travel plazas and certain other Flying J
business operations.  As further described in the Letter of
Intent, Flying J will be obligated not to encourage or solicit
bids or interest from other potential interested third parties for
an initial exclusivity period, the length of which is dependent
upon the achievement of certain milestones.

The consideration for the acquired assets shall consist of a
combination of cash and equity in Pilot (a) based on an enterprise
value of Flying J's business operations of not less than
$1.189 billion, (b) in any event including a cash portion to be
p[id to Flying J at the closing of the Transaction of between, at
Flying J's option, $300 million and $500 million and (c) for
purposes of determining the equity portion of consideration to be
issued to Flying J at closing of the Transaction, based on an
enterprise value of Pilot of $3.291 billion.

The respective enterprise values of Flying J, for purposes of
determining the total consideration, and Pilot, for purposes of
determining the equity portion of the consideration to be paid to
Flying J shall be subject to customary net debt and customary
working capital adjustments.

Debtors anticipate that the transaction with Pilot would pay all
Flying J creditors in full in cash, provide value to Flying J's
shareholders, and allow Flying J to exit bankruptcy protection as
a stronger, healthier business.

The proposed DIP Facility was negotiated primarily as a material
inducement to Flying J's execution of the Letter of Intent.

The principal terms of the DIP Facility are:

Borrower                : Flying J Inc.

Guarantors              : Flying J Transportation LLC, AFJ and
                          the other direct and indirect
                          subsidiaries of Flying J.

Amount and Type of
Facility                : a) a revolving line of credit in the
                             maximum principal amount of
                             $55 million.

                          b) letters of credit/bond facility up to
                             a maximum aggregate amount of
                             $45 million.

DIP Facility Termination
Date                    : The earliest to occur of:

                          a) June 30, 2010;

                          b) July 31, 2009, if the Court does not
                             enter an order approving the Letter
                             of Intent by that date;

                          c) September 30, 2010, if the
                             Acquisition Agreement has been
                             executed and delivered, and is
                             thereafter terminated on March 31,
                             2010, because the waiting period
                             under the HSR Act shall not have
                             expired on or prior to such date;

                          d) acceleration of the DIP Obligations
                             due to the occurrence and
                             continuation of an Event of Default;

                          e) the "effective date" of any confirmed
                             plan of reorganization; and

                          f) the date of closing of the
                             Transaction.

Non-Default Interest
Rate/Fees and Payment
Terms                   : a) Line of Credit: 12% p.a.

                          b) LC/Bond Facility: 5% p.a. of the
                             aggregate face amount of all LC/Bonds
                             issued under the LC/Bond Facility.

Default Interest Rate   : Applicable non-default rate plus 200
                          bps.

Loan Payments           : All unpaid principal and interest on the
                          DIP Facility will be due and payable,
                          and all LC/Bonds shall be cash
                          collateralized in full on the
                          Termination Date.

Liens                   : The DIP Facility shall be secured by
                          valid, first priority liens on (i) all
                          equity and and membership interests in
                          (a) Flying J Transportation LLC, (b) AFJ
                          LLC and (c) certain other entities set
                          forth on Schedule 1 of the DIP Term
                          Sheet; (ii) the real property set forth
                          on Schedule 1 of the DIP Term Sheet;
                          (iii) Flying J's and AFJ's
                          leasehold interests in all plazas/truck
                          stops; (iv) Flying J's rights in that
                          certain intercompany receivable owed to
                          it by AFJ in the outstanding principal
                          amount of approximately $50 million;
                          (v) all proceeds of the Transaction; and
                          (vi) all products and proceeds of the
                          foregoing.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FONTAINEBLEAU: Wants Use of Cash Collateral Until Aug. 31
---------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC and Fontainebleau Las Vegas Capital Corp. seek further
authority from the Court to use Cash Collateral through the
earliest to occur of:

  (a) August 31, 2009, or

  (b) the occurrence and continuation of a "Termination Event"
      as the term is defined in the Proposed Third Interim Cash
      Collateral Order.

The Debtors also seek a Court order:

  -- allowing them to providing related adequate protection;

  -- providing for the payment of the Debtors' professionals and
     other general and administrative expenses associated with
     the Chapter 11 cases; and

  -- setting the time for a final hearing and objection deadline
     with respect to the Cash Collateral Motion.

Pursuant to a proposed third interim cash collateral order the
Debtors intend to use the Cash Collateral solely and exclusively
for the disbursements set forth in the Budget for the period of
time from July 20, 2009, until the earliest to occur of (i) the
date that the Proposed Third Interim Cash Collateral Order or the
Final Order -- when applicable -- ceases to be in full force and
effect or (ii) the occurrence and continuation of a Termination
Date through the earliest to occur of September 3, 2009.

The Proposed Third Interim Cash Collateral Order contains terms
that are otherwise identical in every material aspect to those
previously approved in the First Interim Cash Collateral Order,
the Debtors tell the Court.

Moreover, under the proposed Third Interim Cash Collateral Order,
the Prepetition Secured Parties will have a senior lien on the
Cash Collateral, and have the right under the Prepetition Loan
Documents to apply the Cash Collateral to repay the Obligations.
Under the Prior Cash Collateral Orders, the Prepetition Secured
Parties were granted Adequate Protection Obligations, including
Adequate Protection Liens and Superpriority Claims, as protection
for the use of Cash Collateral thereunder.  The Term Lender
Steering Group is unwilling to consent to use of the Cash
Collateral unless any Cash Collateral utilized since the Petition
Date under the Prior Cash Collateral Orders, and the proposed
Third Interim Cash Collateral Order, is deemed to have been
repaid to the Prepetition Secured Parties in satisfaction of
payment Obligations under the Prepetition Loan Documents and
further deemed to have been reborrowed by the Debtors as
postpetition debt, pursuant to Section 364(d), secured by the
Adequate Protection Liens.

A full-text copy of the Proposed Third Interim Cash Collateral
Order can be accessed at no charge at:

  http://bankrupt.com/misc/FB_2ndPThirdInterimCashCollOrd.pdf

The Debtors also submitted to the Court a cash budget for the
weeks ending August 9, 16, 23, and 30, 2009, a copy of which
is available for free at:

       http://bankrupt.com/misc/FB_Budget_Aug3to30.pdf

                           Objections

(a) Bank of America, N.A.

Bank of America, N.A., as Administrative Agent under a Credit
Agreement dated June 6, 2007 with Fontainebleau Las Vegas, LLC,
Fontainebleau Las Vegas II, LLC, and the lenders party thereto,
objects to the Proposed Third Interim Cash Collateral Order to
the extent that lenders potentially holding a majority of the
total outstanding Obligations under the Credit Agreement have not
consented to the Debtors' use of cash collateral and to the
extent that all lenders are not provided with adequate protection
of their interests under the Credit Agreement.

BofA believes that even if the Proposed Third Interim Cash
Collateral Order were found to adequately protect the Term
Lenders, the Revolving Lenders are not adequately protected
because of certain unequal treatment.  The Revolving Lenders have
outstanding exposure to the Debtors in the form of letters of
credit and other financial accommodations, and this exposure
cannot be simply disregarded by the Debtors, BofA says.

BofA also reiterated its objection to the First Cash Collateral
Motion.

(b) Creditors Committee

The Official Committee of Unsecured Creditors asserts that the
Proposed Third Interim Cash Collateral Order continues to
impermissibly impair its ability to perform its duties pursuant
to Section 1103(c) and specifically discriminates against the
Committee's professionals by providing solely for the payment of
the fees and expenses of the Debtors' professionals.

Given this overwhelmingly disparate and discriminatory treatment
of the Committee through the Proposed Third Interim Cash
Collateral Order, the Committee avers that the Term Lender
Steering Group clearly seeks to prevent the Committee from
discharging its fiduciary duties pursuant to Section 1103(c).

Additionally, the Committee asserts that the Proposed Third
Interim Cash Collateral Order radically and impermissibly changes
the relief sought by the Debtors and the Term Lender Steering
Group from the use of cash collateral to a fictional dip loan
with priming liens.

The Committee argues that these DIP Loan provisions are a
tortured attempt by the Term Lender Steering Group to bootstrap
and improve their lien positions at the expense of other
creditors.  However, the provisions violate established 11th
Circuit authority prohibiting cross-collateralization of
prepetition debt and post petition debt.

(c) Desert Fire Protection,  et al.

Desert Fire Protection, a Nevada Limited Partnership, Bombard
Mechanical, LLC, Bombard Electric, LLC, Warner Enterprises, Inc.
doing business as Sun Valley Electric Supply Co., Absocold
Corporation doing business as Econ Appliance, Austin General
Contracting, and Powell Cabinet and Fixture Co., Safe
Electronics, Inc., argue that the Debtors are attempting to
acquiesce to the demands of the Term Lenders for superiority,
priming liens that would be senior to and prime all of other
liens encumbering the property "inclusive of mechanic's and
materialmens' liens" merely by "deeming" their prepetition
lending under the various prepetition loan facilities as
"postpetition financing."

The Contractor Claimants assert that the Debtors' new
accommodation to "deem" the Lenders is unlawful under binding
11th Circuit law because the terms of the Proposed Third Interim
Order attempt to bless the unlawful granting of postpetition
liens against prepetition debt that is radically undersecured,
and the terms of the Proposed Third Interim Cash Collateral Order
violate Sections 364(d)(1)(B) and 364(d)(2) because the
mechanic's lien claimants assert liens against the Project that
are senior to all other liens under Nevada Law, and for which the
Contractor and other mechanics' lien claimants will receive no
form of adequate protection under the terms of the Proposed Third
Interim Cash Collateral Order.

(d) Aurelius Capital Management, LP

Aurelius Capital Management, LP says that the Motion purports to
seek use of cash collateral on a consensual basis, but the
proposed use of cash collateral does not have the consent of
Aurelius, whose funds hold claims secured by the very cash
collateral the Debtors seek court authority to use.  Aurelius
notes that it is axiomatic that a debtor may not use cash
collateral unless either (i) each party with an interest in the
cash collateral consents or (ii) the court authorizes the use in
accordance with the provisions of Section 363.

Aurelius notes that it does not consent to the use of cash
collateral on the terms described in the Motion.  Unless it is
provided with suitable adequate protection, Aurelius  says the
Motion must be denied.

The M&M Lienholders Architectural Materials, Inc., Collings
Interiors, Door-Ko, Inc., Door & Hardware Management, Inc.,
Eberhard/Southwest Roofing, Inc., EIDS Steel Company, LLC,
Eugenio Painting Co., Gallagher-Kaiser Corp., Marnell Masonry,
Inc., Midwest Drywall Co., Inc., Midwest Pro Painting, Inc.,
Mechanical Insulation Specialists, Modernfold of Nevada, LLC,
Southern Nevada Paving, Inc., Universal Piping, Inc., West Edna &
Associates, doing business as  Mojave Electric, W&W Steel LLC of
Nevada; and Colasanti Specialty Services, Inc. support, in part
and in whole, the objections raised by the Committee and the
Contractor Claimants.

Fisk Electric Company and Aderholt Specialty Company, Inc.
support the objections raised by the Contractor Claimants.

     Turnberry, et al., Objects to Second Interim Order

Prior to the Court's filing of its request for approval of a
Third Interim Cash Collateral Order, Jeffrey Soffer, Turnberry
Residential Limited Partner, L.P., and Turnberry West
Construction, Inc., complained that the Second Interim Order
contains release language that could be interpreted to apply to
affiliates of the Debtors, potentially including them, who may be
considered "affiliates" of the Debtors and arguably apply to all
claims rather than as intended, to be limited to claims and
defenses as to the extent, validity and perfection of affiliates'
liens and claims and defenses under Chapter 5 of the Bankruptcy
Code.

Turnberry, et al., said it objects to the Cash Collateral Motion,
as amended by the requirements of the Lenders as a condition to
their consent to permit the Debtors' continued use of cash
collateral, to the extent that the Second Interim Order works to
release all claims that Turnberry, et al., may have against the
Released Parties, or in anyway releases the claims that
Turnberry, et al., may have against the property, the Debtors, or
the Lenders.

Turnberry, et al., notes, is that its understanding was that the
release was limited to claims relating to the extent, validity
and priority of liens to the extent the claims were not asserted
on or before July 14, 2009, and to claims and defenses under
Chapter 5.  To the extent the intent of the Lenders was
otherwise, Turnberry, et al., object.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Proposes Sept. 15 as Lien Claims Bar Date
--------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates seek the
Court's entry of an order:

(a) establishing September 15, 2009, as the bar date for filing
    claims by prepetition Mechanic's Lien Claimants under
    NRS 108.221;

(b) approving the proof of claim form for Mechanic's Lien Claims,
    and

(c) approving the form and manner of notice of the Liens Bar
    Date.

At the first day hearing in their Chapter 11 cases, the Debtors
apprised the Court that the validity, priority and extent of the
Mechanic's Lien Claims against the Debtors' estates will require
resolution.  Moreover, by the Second Interim Cash Collateral
Order, the Term Lenders imposed a deadline upon Turnberry West
Construction, Inc. to commence an adversary proceeding to
challenge the validity, priority and extent of the liens and
claims of the senior lenders against the Debtors' estates.

Accordingly, the Debtors seek to implement the first step of a
process utilizing the procedures governing proofs of claim, and
objections to the claims to streamline the process of determining
the validity, priority and extent of the Mechanic's Lien Claims.

The Debtors also seek approval of a customized proof of claim for
Mechanic's Lien Claims.

The Debtors further propose that for any Mechanic's Lien POC to
be validly and properly filed, a signed original of the completed
Mechanic's Lien POC, with accompanying documentation to
substantiate the Mechanic's Lien Claim as required in the POC,
must be filed by no later than September 15, 2009, with the
Debtors' Noticing and Claims Agent, Kurtzman Carson Consultants
LLC at this address:

  Fontainebleau Las Vegas Processing Center
  c/o Kurtzman Carson Consultants LLC
  2335 Alaska Avenue
  El Segundo, CA 90245

KCC will not accept Mechanic's Lien POCs sent by facsimile,
telecopy or electronic transmission.

Each Mechanic's Lien POC must (i) be written in the English
language, (ii) be denominated in lawful currency of the United
States, (iii) and conform substantially with the Mechanic's Lien
POC approved by the Court.

Any entity that fails to file a Mechanic's Lien POC by the Bar
Date established under the Bar Date Order will be forever barred,
estopped and enjoined from: (a) asserting any Mechanic's Lien
Claim against the Debtors and (b) voting upon or receiving
distributions under any plans of reorganization on account of the
Mechanic's Lien Claim.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, in Miami, Florida, says that this Bar Date will
create the necessary structure to enable the Debtors to timely
seek entry of a case management order or claims resolution
procedures for "gateway" objections in respect of each of the
Mechanic's Lien Claims.

Given the number of Mechanic's Lien Claims against the Project
and the technical requirements to qualify as a first priority
Lien Claimant under Nevada law, the claims filing and objection
procedures create an opportunity for the Debtors to better manage
the process of the resolution of Mechanic's Lien Claims, Mr.
Baena explains.  Most importantly, he notes, the process proposed
by the Debtors averts the necessity for holders of Mechanic's
Lien Claims to intervene in or commence adversary proceedings to
determine the validity, priority and extent of their lien claims.

A full-text copy of the Proposed Mechanic's Liens POC is
available for free at:

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

                           Objections

(a) Safe Electronics, et al.

Contractor claimants Safe Electronics, Inc., Warner Enterprises,
Inc., doing business as Sun Valley Electric Supply Company,
Bombard Electric, LLC, Bombard Mechanical, LLC, Desert Fire
Protection Company, a Nevada Limited Partnership, Powell Cabinet
and Fixture Co., Austin General Contracting, Inc., and Absocold
Corporation, doing business as Econ Appliance, object to the
Motion arguing that the Debtors seek to stonewall them, and
other, similarly situated construction lien claimants by delaying
resolution of their lien claims, while attempting to chip away at
their first lien rights in the Project with a series of interim
cash collateral orders.

The Contractor Claimants argue that the Proof of Claim Form is
unnecessary for secured creditors like the Contractor Claimants.
The Contractor Claimants complain that the Proposed Claim Form,
much like any form, ignores the flexibility that the Nevada
courts, including the Nevada Supreme Court, have read into the
statute, and is a poor substitute for the due process protections
afforded by an adversary proceeding under Rule 7001.

The Contractor Claimants note that the questions set forth in the
Proof of Claim Form appended may be an excellent basis for
discovery requests to be served in the adversary proceeding filed
by Turnbury West Construction, Inc. against the Debtors and their
Lenders, but the form, and the information it seeks to elicit
cannot serve as a "gateway" to the allowance of construction lien
claims outside the context of an adversary proceeding.

(b) M&M Lienholders

The M&M Lienholders assert that the Motion appears benign on
their faces, but are contrary to requirements of Nevada lien law
and the due process protections imbedded therein, and are without
authority under the Bankruptcy Code and the Federal Rules of
Bankruptcy Rules.

The M&M Lienholders aver that the Debtors cloak their request
under the guise of expediting, streamlining and eliminating
redundancy in resolving the issues with Mechanic's Lien
Claimants.  However, the Debtors' Motion and the proposed
procedures create an artificial deadline, impose increased and
unnecessary burdens on Mechanic's Lien Claimants and bring chaos
to an otherwise manageable process for the resolution of
mechanic's lien set forth in Nevada mechanic lien laws.

Colasanti Specialty Services, Inc., and Aderholt Specialty
Company, Inc. support the objections raised by the Contractor
Claimants and the M&M Lienholders.  Fisk Electric Company
supports the objections raised by the Contractor Claimants.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Amended List of 20 Largest Unsec. Creditors
----------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates
submitted to the Bankruptcy Court an amended list of their
creditors holding the 20 largest unsecured claims.  The list is
prepared in accordance with Rule 1007(d) of the Federal Rules of
Bankruptcy Procedures for filing in a chapter 11 case.  The list
does not include (1) persons who come within the definition of
"insider" set forth in Section 101, or (2) secured creditors
unless the value of the collateral is that the unsecured
deficiency places the creditor among the holders of the 20
largest unsecured claims.

Entity                      Nature of Claim   Claim Amount
------                      ---------------   ------------
Corporate Express Inc.         trade debt        $3,370,405
PO Box 95708
Chicago, IL 60695
Tel: (858) 602-2461

HPG International LLC          trade debt        $1,934,783
2121 N. California Blvd.
Suite 625
Walnut Creek, CA 94596
Tel: (925) 949-5700

Minibar North America Inc.     trade debt        $1,824,094
7340 Westmore Road
Rockville, MD 20850
Tel: (301) 354-5055

Infinium                       trade debt        $1,817,869
36549 Eagle Way
Chicago, IL 60678

Kelley Technologies            trade debt        $1,617,019
5625 Arville Street #E
Las Vegas, NV 89118
Tel: (702) 889-8777

DWI Holdings, Inc.              trade debt        $1,392,921
902 Oothcalooga Street
Calhoun, GA 30701
Tel: (770) 644-6302

Griffin                        trade debt        $1,375,112
2902 Nebraska Avenue
Santa Monica, CA 90404
Tel: (310) 586-6891

Global Surveillance Assoc.     trade debt        $1,005,952
3853 Silvestri Lane
Las Vegas, NV 89102
Tel: (702) 897 8400

MVD Communications LLC         trade debt        $1,005,583
11690 Groom Road
Cincinnati, OH 45242
Tel: (513) 444 1044

Ward & Howes Associates        trade debt        $993,060
3351 Highland Drive South
Suite 203
Las Vegas, NV 89109
Tel: (702) 893 2992

Paul Steelman Design Group     trade debt        $979,665
3330 W. Desert Inn Road
Las Vegas, NV 89102
Tel: (702) 873 0221

Milliken & Company             trade debt        $956,469
201 Lukken Industrial Drive
Lagrange, GA 30240
Tel: (702) 236 6535

Decca Hospitality              trade debt        $858,803
Seven Piedmont Center #205
Atlanta, GA 30305
Tel: (404) 262 4330

Arnell                         trade debt        $757,542
7 World Trade Center
New York, NY 10007

Tri Power Group                trade debt        $575,334
2301 Armstrong Street #101
Livermore, CA 94551
Tel: (925) 583 8200


Valley Forge Fabrics           trade debt        $510,831
2981 Gateway Drive
Pompano Beach, FL 33068

International Bedding Co.      trade debt        $498,737
6434 NW 5th Way
Fort Lauderdale, FL 33309
Tel: (404) 394 3980

Gaming Partners International  trade debt        $481,559
1700 Industrial Road
Las Vegas, NV 89102
Tel: (702) 384 2425

Hoshizaki Western, DC, Inc.    trade debt        $479,137
790 Challenger Street
Brea, CA 92821
Tel: (714) 989 2411

Roncelli, Inc.                 trade debt        $431,594
6471 Metro Parkway
Sterling Heights, MI 48312
Tel: (586) 264 2060

The Debtors have included creditors Infinium, Arnell, and Valley
Forge Fabrics to the list of their 20 largest creditors.

Creditors Project Light, JL Furnishings, LLC, and Bally
Technologies have been stricken from the list.

MVD Communications LLC, Paul Steelman Design Group, Milliken &
Company, Tri Power Group, and Valley Forge Fabrics may have
mechanics or materialmen lien rights but have not asserted
them as of the Petition Date.

                  About Fontainebleau Las Vegas

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

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

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

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


FOOTHILLS TEXAS: Judge Sontchi Denies Two VP Retention Payments
---------------------------------------------------------------
WestLaw reports that employees who both held the title of "vice
president," even though they supervised few, if any, other workers
in the Chapter 11 debtor's ten-employee oil and gas exploration,
acquisition and development business, and who each held positions
of critical importance in managing the business enterprise, in
overseeing the debtor's oil and gas leases and ensuring that the
debtor remained in compliance with both state and federal law, or
in overseeing the debtor's oil and gas production, evaluation of
reserves, technical reporting and development of capital spending
projects, were "officers" of the debtor in fact as well as in
name.  Thus, they qualified as statutory "insiders," to whom the
debtor's ability to pay retention bonuses was limited by statute.
In re Foothills Texas, Inc., --- B.R. ----, 2009 WL 2241747,
http://is.gd/1UcS3(Bankr. D. Del.) (Sontchi, J.).

"A person holding the title of an officer, including vice
president, is presumptively what he or she appears to be -- an
officer and, thus, an insider," Judge Sontchi's opinion says.
"Nonetheless, this presumption can be rebutted by evidence
sufficient to establish that the person does not participate in
the management of the debtor.  [Vice Presidents] Drennan and
Moustakis are presumptively officers and the Debtors have failed
to submit evidence sufficient to rebut that presumption.

"A retention payment may only be made to an insider if the
standard under section 503(c)(1) has been satisfied. As there is
no evidence that section 503(c)(1) has been met, the retention
payment cannot be made.  Since the Debtors' sole reason for filing
and prosecuting the motion is to obtain authorization to make the
retention payments, the motion to assume those agreements will be
denied."

Foothills Texas, Inc. -- http://www.foothills-resources.com/--
sought protection under chapter 11 (Bankr. D. Del. Case No. 09-
10452) on February 11, 2009.  Charles R. Gibbs, Esq., David F.
Staber, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in Dallas, Tex., and Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington, Del.,
represent the Debtor.  In its chapter 11 petition, the Debtor
disclosed $89.5 million in assets and $78.8 million in
liabilities, of which $71.2 million is owed to secured lenders.
Regiment Capital Special Situations Fund III LP provided
$2.5 million of postpetition financing.


FOREST CITY: Moody's Downgrades Ratings on Senior Debt to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered the senior unsecured debt
ratings of Forest City Enterprises, Inc., to B3 from B1, and
maintained the rating outlook on negative.  This rating action was
driven by the continuing weakness in Forest City's credit metrics,
particularly its fixed charge coverage (at 1.2x for Q1'09) and net
debt/EBITDA (at 16.8x in Q1'09), as well as by persistent
challenges in both the real estate market and the credit
environment.

The current rating reflects the slowdown in Forest City's core
portfolio performance in tandem with the broad economic
deterioration: its retail and residential sectors posted negative
same property NOI growth of -1.0% and -1.8%, respectively, in the
first quarter of 2009.  Its office portfolio; however, performed
better with same property NOI growth of 4.4%, buoyed by long-term
leases and strong results from its life sciences assets.  Forest
City also faces a significant, although materially curtailed,
development pipeline in excess of $2 billion with $777 million in
remaining costs.  Positively, construction financing is in place
for all except $6.4 million, with a portion of the remaining
financing ($158.5M) subject to certain leasing hurdles.  In
addition, Forest City will need to re-finance $159 million of
secured debt in its fiscal 2009, which is a reduction from
$242 million at YE08.

Nevertheless, Forest City's portfolio continues to benefit from
well-laddered lease expirations and no significant tenant
exposures.  Also, the firm's largely non-recourse borrowing
strategy allows it a measure of flexibility when addressing
upcoming maturities.  Positively, Forest City raised $330 million
of equity in May 2009, which allowed the firm to pay down most of
its outstandings under the line of credit and meaningfully
enhanced its liquidity.

The negative rating outlook reflects the deterioration in debt
protection measures experienced by Forest City, as well as Moody's
expectation of further weakness in the company's credit profile
and earnings over the next several quarters due to the
recessionary economic environment and very constrained capital
markets.

The rating outlook is likely to return to stable once Forest
City's fixed charge coverage has stabilized at above 1.2x and
debt/EBITDA is closer to 14x.  Maintaining sound liquidity would
also be important for the outlook to be stabilized.  A downgrade
would be precipitated by continued earnings deterioration and
resulting further pressure on leverage and coverage metrics, as
well as any breach of covenants or liquidity challenges.

Moody's last rating action with respect to Forest City was on
December 19, 2008, when the ratings were lowered to B1 from Ba3
and the rating outlook was maintained on negative.

These ratings were lowered with a negative outlook:

* Forest City Enterprises, Inc. -- Senior unsecured debt to B3
  from B1, senior unsecured shelf to (P)B3 from (P)B1, senior
  subordinate shelf to (P)Caa2 from (P)B3, subordinate shelf to
  (P)Caa2 from (P)B3, junior subordinate shelf to (P)Caa2 from
  (P)B3, and preferred shelf to (P)Caa2 from (P)B3.

Forest City Enterprises, Inc., is a national real estate company
that is principally engaged in the ownership, development,
management and acquisition of commercial and residential real
estate and land throughout the United States.  At April 30, 3009,
its assets totaled $12.6 billion.


FRONTIER AIRLINES: Southwest Presents $113.6MM Non-Binding Offer
----------------------------------------------------------------
Frontier Airlines Holdings, Inc., and Southwest Airlines Co.
confirmed in separate statements that Southwest submitted an
initial non-binding proposal to acquire Frontier under the auction
procedures established in Frontier's Chapter 11 bankruptcy cases
and approved by the U.S. Bankruptcy Court.

Southwest's bid is worth a minimum of $113.6 million, which is in
excess of the bid currently filed by Republic Airways Holdings,
Inc.

Submission of a nonbinding proposal gives Southwest an opportunity
to engage with Frontier in the due diligence required to determine
the scope of a binding proposal to be submitted by the court's
August 10, 2009, deadline.

On July 13, 2009, the judge presiding over Frontier's Chapter 11
bankruptcy cases in the U.S. Bankruptcy Court for the Southern
District of New York approved a proposed investment agreement
between Frontier and Republic Airways.  Pursuant to the investment
agreement, Republic agreed to purchase 100% of the stock of
Frontier Holdings upon its emergence from bankruptcy for
$108.75 million, so long as certain conditions are met.  Frontier
Airlines Holdings would become a wholly owned subsidiary of
Republic, an airline holding company that owns Chautauqua
Airlines, Republic Airlines and Shuttle America.

The Republic investment agreement provides for an auction period,
during which Frontier may seek higher or otherwise better
competing bids.  If Frontier identifies such a bid, it can
terminate the Republic investment agreement and accept the other
offer.  Under the auction procedures approved by the Court,
interested bidders must submit an initial proposal by August 3,
2009, and a final proposal by August 10, 2009.  Frontier and its
advisors, in consultation with the Unsecured Creditors' Committee
appointed in Frontier's Chapter 11 cases, will conduct an auction,
if necessary, on August 11, 2009, to consider all qualified
proposals and determine the highest or otherwise best proposal.

Frontier currently expects to emerge from Chapter 11 this autumn.

"We are excited about the opportunity to submit a bid," said Gary
Kelly, Southwest's Chairman of the Board, President, and CEO. "We
see a strong fit between our Company cultures, a mutual commitment
to high quality Customer Service, and similar entrepreneurial
roots."

A successful acquisition of Frontier Airlines will allow Southwest
to expand its network with its legendary low fares, add jobs into
Southwest, and boost competition in Denver and other cities.
Southwest is a qualified investor and is still preparing its
proposal; therefore, it is premature to comment on the specifics
at this point.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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


FULTON-HARRISON: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fulton-Harrison, L.L.C.
        128 East Seventh Street
        Plainfield, NJ 07060

Bankruptcy Case No.: 09-29666

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
South Harrison, L.L.C.                             09-29667
Cypress House, L.L.C.                              09-29668
South Harrison Associates, L.L.C.                  09-29669

Chapter 11 Petition Date: July 29, 2009

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

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

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

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

A full-text copy of Fulton-Harrison's petition, including a list
of its 15 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-29666.pdf

The petition was signed by David Connolly.


G&D PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: G&D Properties, Inc.
        1260 E. Oakland Park Blvd.
        Ft. Lauderdale, FL 33334

Bankruptcy Case No.: 09-25507

Chapter 11 Petition Date: July 29, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Julie E. Hough, Esq.
                  2450 Hollywood Blvd # 706
                  Hollywood, Fl 33020
                  Tel: (954) 239-4760
                  Email: jhough@hkrlegal.com

Total Assets: $1,301,715

Total Debts: $769,822

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/flsb09-25507.pdf

The petition was signed by Glenn M. Gallant, vice president of the
Company.


GARY ARD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Joint Debtors: Gary S. Ard
               Rowena M. Ard
               2572 5th Ave. N
               Seattle, WA 98109

Bankruptcy Case No.: 09-17521

Chapter 11 Petition Date: July 29, 2009

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

Judge: Philip H. Brandt

Debtors' Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St., Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: $9,903,359

Total Debts: $20,113,023

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/wawb09-17521.pdf

The petition was signed by the Joint Debtors.


GENERAL GROWTH: Gets More Time to File Bankruptcy Exit Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a request by General Growth Properties Inc. for an
extension of the deadlines for its Chapter 11 plan.  The
Bankruptcy extended until Feb. 26, 2010, General Growth's
exclusive period to file a plan, and until April 23, 2010, its
exclusive period to solicit acceptances of that plan.

In General Growth's request for an extension, Gary T. Holtzer,
Esq., at Weil, Gotshal & Manges LLP, in New York, said that
although the Debtors' Chapter 11 cases are less than three months,
the Debtors have already made substantial progress towards
reorganization:

  * The Debtors' focus during the first 60 days of their Chapter
    11 cases was to stabilize their business, and obtain relief
    with respect to DIP Financing and authority to use cash
    collateral, the cash management system, employee
    compensation and benefits, insurance programs, among others.
    The Debtors completed a competitive DIP Financing and
    obtained use of cash collateral in one of the most
    challenging economic climates in history.

  * The Debtors have spent significant resources to managing
    the impact of filing 388 entities.  Given the
    interconnectivity among the 388 Debtors and the 362 non-
    debtors, this process involved the implementation of an
    extensive compliance system to ensure that the Debtors meet
    the requirements set forth in the Court's orders.

  * The Debtors have expended a significant amount on the
    litigation relating to motions to dismiss filed in their
    Chapter 11 cases.

  * The Debtors have worked diligently on time-consuming tasks
    for the administration of their Chapter 11 cases, including
    managing project level litigation; preparing schedules of
    assets and liabilities and statements of financial affairs;
    dealing with issues related to leases; working towards
    resolving material lawsuits; working with the U.S. Trustee
    for Region 2 to provide financial information; and complying
    with reporting requirements under the Bankruptcy Code.

According to Mr. Holtzer, despite the progress, the Debtors still
need time to (i) complete their analysis of their contracts and
leases, and (ii) complete their schedules and statements.  Once
the schedules are filed, the Debtors can begin assessing their
prepetition claims, an essential element for an
effective Chapter 11 plan.

                       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: Debtors Further Amend DIP Facility Terms
--------------------------------------------------------
Motors Liquidation Company, formerly General Motors Corporation,
and its debtor affiliates, notified Judge Robert E. Gerber of the
U.S. Bankruptcy Court for the Southern District of New York that
they expect, on July 29, 2009, to enter into further amendments to
their Amended and Restated DIP Facility dated July 10, 2009, with
the U.S. Department of the Treasury and Export Development Canada
as lenders and certain domestic subsidiaries of the Debtors as
guarantors.

The Debtors have previously amended their DIP Facility to include
the DIP Lenders' agreement to provide a facility up to
$950 million to finance working capital needs and other general
corporate purposes incurred in connection with the Wind-Down,
including the payment of expenses associated with the
administration of the Debtors' cases.

Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, in New York,
says the amendments essentially provide, among other things, that:

  (1) Securities issued by the U.S. Government may have
      maturities of two years or less from the date of
      acquisition.

  (2) The Amendment will become effective upon the date on which
      each Lender will have received the Amendment, executed and
      delivered by a duly authorized officer of the Borrower and
      the Required Lenders.

  (3) The Amendment, the Acknowledgment and Consent and the
      Credit Agreement constitute a legal, valid and binding
      obligation of, and is enforceable against, each Loan Party
      party in accordance with their terms.

  (4) After giving effect to the Amendment, no Default or Event
      of Default has occurred and is continuing, or will result
      from the consummation of the transactions contemplated by
      the Amendment.

  (5) The amendments, consents and waivers contained herein
      will not be construed as a waiver or amendment of any
      other provision of the Credit Agreement or the other Loan
      Documents.

A full-text copy of the first amendment to the Amended and
Restated DIP Facility is available for free at:

    http://bankrupt.com/misc/GMAmendedDIP_1stAmendment.pdf

                       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 Seeks $10 Bil. Financing From Energy Dept.
-----------------------------------------------------------------
General Motors Co. has applied for more than $10 billion in
financing from the United States Department of Energy, the
automaker's company treasurer, Walter Borst, said during the July
27 hearing with the Congressional Oversight Panel on Federal
Government Assistance to the Auto Industry.

Mr. Borst noted that DOE's funding is expected as a result of GM
becoming a "viable" company, the Wall Street Journal reported.
Mr. Borst told the Journal that the DOE financing is critical to
GM's shorter-term liquidity assumptions, and necessary to meet the
Company's capital requirements in the future.  GM expects to
receive most, but not all of the requested funding, according to
the Journal.

According to the report, the DOE has offered as much as
$25 billion in assistance to automakers trying to build and
develop more fuel-efficient products.  Ford Motor Co. and other
automakers, except GM and Chrysler LLC, have been granted those
funds, the report added.

In its viability plan submitted to the Obama administration's auto
task force in February 2009, GM said more than $6 billion in DOE
funding is needed for its viability.

Mr. Borst told the Journal that GM "is not dependent" on the DOE
Funds.

Mr. Borst also apprised the Congressional Oversight Panel
regarding the future plans of GM.  He cited that New GM's focus
will be:

       * Focus on four core brands in the U.S. -- Chevrolet,
         Cadillac, Buick and GMC -- with fewer nameplates and a
         more competitive level of marketing support per brand.
         By reducing brands and reducing nameplates to 34 from
         48, we can concentrate all of our talent and resources
         on vehicles that do not merely compete, but lead their
         respective segments;

       * Effectively close the competitive gap in active worker
         labor costs compared with transplant auto
         manufacturers;

       * More efficiently utilize U.S. capacity, while
         increasing over time the percentage of U.S. sales
         manufactured domestically;

       * Feature lower structural costs, enabling our North
         American region to break even at a U.S. total industry
         volume of approximately 10 million vehicles. This rate
         is substantially below the 15 to 17 million annual
         vehicle sales rates recorded from 1995 through 2007;

       * Achieve lower structural costs in part by further
         reducing 2009 salaried employment in North America from
         its year-end total of 35,100 to approximately 27,200,
         cutting executive ranks by 35% and continuing to
         improve GM's balance sheet by reducing retiree benefits
         for salaried retirees and non-UAW hourly retirees;

       * Provide a higher level of customer service through a
         more focused U.S. network of approximately 3,600
         dealers;

       * Continue and increase GM's investment and leadership in
         fuel economy and advanced propulsion technologies. For
         example, GM will launch the Chevy Volt extended range
         electric vehicle in 2010 and will assemble its advanced
         batteries in the U.S. We also expect to have 14 hybrid
         models in production by 2012 and, by 2014, 65 percent
         of GM vehicles will be alternative fuel-capable.

In a separate statement, Presidential Auto Task Force Senior
Adviser Ron Bloom clarified that despite offering GM and Chrysler
with $70 million in financing to restructure in bankruptcy through
the U.S. Treasury, the U.S. Government "is a reluctant
shareholder" in the companies, Reuters reported.

"Given the emergence of the new GM and the new Chrysler, the
involvement of the auto task force with the companies will now
change," Mr. Bloom said during a July 27 hearing with the
congressional oversight committee for the Troubled Asset Relief
Program, the Journal quoted.  "The companies are now being run as
commercial enterprises by their management teams, and they will
report to new, independent boards of directors."

"In a better world, the choice to intervene would not have had to
be made," Reuters quoted Mr. Bloom as saying.  He added that the
success of the efforts to save the Companies will be judged by
payback for taxpayers, during an initial public offering of stock
in the restructured GM that is slated for 2010.

                       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 to File Schedules September 29
------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York extended the period within which the Motors
Liquidation CO. and its affiliates must file their (i) schedules
of assets and liabilities, (ii) schedules of executory contracts
and unexpired leases, and (iii) statements of financial affairs,
to September 29, 2009.

                       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: Obligations to Delphi Pensions Were Met
-------------------------------------------------------
Delphi Corp. announced on July 21, 2009, that it has entered into
an agreement with the Pension Benefit Guaranty Corporation
regarding the settlement of PBGC's claims from the termination of
the Delphi pension plans.  In the event of termination, PBGC will
become statutory trustee of the plans and will pay benefits in
accordance with federal law.

There have been questions about General Motors Company's
responsibility toward Delphi's pension plans, given that many of
those covered were GM employees prior to GM spinning off Delphi in
1999. General Motors Corporation made appropriate provisions for
the plans at the time of the spin-off, and Delphi became
responsible for the plans from that point forward.

As a result of bargaining at the time of the spin-off, General
Motors Corporation did agree to top-up pension benefits for
certain limited groups of hourly employees and retirees in the
event that the Delphi hourly pension plan was terminated.  As with
other union agreements that it has assumed from the old GM,
General Motors Company will honor these commitments.

General Motors Company and PBGC have reached a preliminary
agreement whereby the PBGC would receive a $70 million cash
payment from GM, as well as a portion of future distributions to
GM from the new company that acquires Delphi assets upon
resolution of its bankruptcy.  GM expects to receive distributions
in return for capital contribution to the new company. Details
will be communicated after the Delphi bankruptcy agreement is
finalized.

This is a very difficult situation, and we understand the personal
sacrifices that Delphi employees, retirees, and many others,
including GM employees and retirees, have made and continue to
make during this industry-wide crisis, GM said in a statement.

However, GM has met and continues to meet its obligations toward
the Delphi pensions, and General Motors Company continues to
support Delphi's emergence from bankruptcy at considerable cost to
the company.

                       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: Application to Hire Jones Day as Counsel
-------------------------------------------------------
Motors Liquidation Co. and its affiliates seek the Court's
authority 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.

The Court will convene a hearing on August 3, 2009, to consider
approval of the application.  Objections, if any, must be filed on
July 29.

                       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: Application to Hire Baker as Counsel
----------------------------------------------------
Pursuant to Sections 327(e) and 1107(b) of the Bankruptcy Code,
Motors Liquidation Co. and its affiliates seek 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.

The Court will convene a hearing on August 3, 2009, to consider
approval of the application.  Objections, if any, must be filed on
July 29.


GENERAL MOTORS: Application to Employ Lowe Fell as Legal Counsel
---------------------------------------------------------------
Motors Liquidation Co. and its affiliates ask the Court to allow
them to employ Lowe, Fell, & Skogg, LLC, as their legal counsel,
nunc pro tunc to the Petition Date.

According to the Debtors, several attorneys from Lowe Fell have
provided services to them for more than 15 years in major projects
including restructuring of the Debtors' dealer network, dealership
acquisitions and dispositions through their Motors Holding
Division, as well as the acquisition, disposition, leasing and
development of GM's dealership real estate portfolio.
Accordingly, Lowe Fell has extensive experience in corporate, real
estate, banking, condemnation and general commercial litigation,
which qualify the firm to render postpetition services to the
Debtors.

Lowe Fell will provide services to the Debtors in relation to
these matters:

  (a) counsel, advise and assist the Debtors in matters
      related to (i) dealership arrangements including
      preparation of form Wind-Down Agreements for all
      applicable Chevrolet, Buick, Cadillac, Pontiac, GMC and
      Medium Duty Chevrolet and GMC Truck dealers, (ii)
      Participation Agreements and the Participation Agreement
      Amendment for all applicable Chevrolet, Buick, Cadillac
      and GMC dealers, (iii) Deferred Termination Agreements for
      all Saturn, Saab and Hummer dealers and all cover letters
      for each form of agreement;

  (b) counsel, advise and assist the Debtors in briefing and
      training their employees and representatives on the
      Agreements and the circumstances surrounding the Wind-Down
      Agreements and Participation Agreements;

  (c) support, guide and counsel the Debtors' call center
      personnel dealing with dealer relations; and

  (d) perform services relating to corporate, real estate and
      other defined and finite matters which may arise.

The Debtors relate that Lowe Fell's postpetition work is comprised
substantially of the Representative Matters, which do not involve
the conduct of the Chapter 11 cases.  Accordingly, the services to
be rendered and functions to be performed by Lowe Fell will not be
duplicative of any bankruptcy-related work performed by other law
firms retained by the Debtors.  Furthermore, LFS will coordinate
with the Debtors' other professionals to ensure that its services
are, to the maximum extent possible, complementary to other
professionals' services.

The Debtors will pay Lowe Fell's individual professionals in
accordance with these hourly rates:

  Professional               Hourly Rate
  ------------               -----------
  Henry I. Lowe                 $275
  David W. Fell                 $275
  Kenneth K. Skogg              $256
  Curtis L. Clay                $190
  Karen L. Brody                $206
  Robert H. Patterson           $275
  Kirsten J. Pedersen           $161
  Dana B. Baggs                 $161
  Tiffany C. Hung               $161
  Donna M. Prete                $133
  Michael F. Drummy             $104
  Lori A. Hovey                 $104
  Carol Ann Ortiz                $90
  Jenna Skogg                    $45

The Debtors will also reimburse the firm's out-of-pocket expenses.

Lowe Fell is owed approximately $85,625 in unpaid fees and
expenses from the Debtors as of the Petition Date for services
unrelated to the Debtors' bankruptcy cases.

Lowe Fell, does not hold or represent any interest adverse to the
Debtors or the Debtors' estates, David W. Fell, Esq., the firm's
managing member, assured the Court.

Judge Gerber will convene a hearing on August 3, 2009, to consider
approval of the application.  Objections, if any, must be filed on
July 29.

                       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: Employs LFR, Brownfield & Claro
------------------------------------------------
In separate applications, Motors Liquidation Co. and its
affiliates ask the Court to allow them to employ LFR, Inc.,
Brownfield Partners, LLC, and The Claro Group as their
environmental management and consulting services providers, nunc
pro tunc to the Petition Date.

LFR is an experienced professional services firm that is well-
recognized in the field of environmental management and
consulting.  Brownfield Partners is a leading real estate
development company specializing in the acquisition, master
planning, entitlement, and redevelopment of urban infill and
environmentally impaired real estate.  Claro Group is a privately
owned, financial and management consulting firm.

The Debtors believe that LFR and Brownfield possess extensive
environmental management and consulting expertise useful in their
Chapter 11 cases.

By separate engagement letters with the Debtors, LFR and
Brownfield will assist the Debtors in:

  * determining the costs of actual or potential environmental
    liabilities arising from the Debtors' prepetition, historic
    operations;

  * strategic planning related to optimization of asset value
    net of environmental costs and disposition of
    environmentally impaired assets; and

  * management support of environmental management or compliance
    activities.

Specifically, as the Debtors' environmental consultants, LFR and
Brownfield will:

  (a) review the Debtors' existing remedial or environmental and
      real estate site files, including but not limited to
      engineering reports, remedial action plans, agency
      correspondence, financial accounting reserve, site
      location information, tax records and regulatory financial
      assurance information and other information;

  (b) evaluate existing regulatory actions and pending
      litigation associated with the Debtors' sites;

  (c) develop future cost estimates using appropriate
      methodologies, including but not limited to probabilistic
      and deterministic estimating techniques;

  (d) determine the potential for reuse of certain of the
      Debtors' sites and ensure that potential reuse
      opportunities are considered in determining cost
      estimates;

  (e) assist with strategic planning related to optimization of
      asset value net of environmental costs and disposition of
      environmentally impaired assets;

  (f) assist with the management and support of environmental
      Management and compliance activities, including but not
      limited to:

      -- evaluating existing information regarding plant
         sites, ongoing investigations and remediation;

      -- coordinating the work of other consultants in
         developing technical summaries and cost estimates;

      -- determining the potential and options for
         disposition and reuse of certain of the Debtors'
         sites, whether as "brownfield" sites or otherwise;

      -- advising and assisting the Debtors with the
         potential to integrate remediation with redevelopment;

      -- assisting in the determination of appropriate
         remedial options and technologies in light of potential
         redevelopment plans;

      -- advising and assisting the Debtors with risk management
         strategies with respect to the Debtors' sites,
         including, as appropriate, the use of insurance
         and other financial products; and

      -- structuring transactions with respect to the Debtors'
         sites.

  (g) report to the Debtors verbally from time to time, and at
      the Debtors' direction, on the progress of the work and
      preliminary findings;

  (h) prepare a final written report on such forms as directed
      By the Debtors, if requested by the Debtors; and

  (i) perform other work as requested by the Debtors from
      time to time in furtherance of assisting the Debtors in
      its determination of the costs of actual or potential
      environmental liabilities arising from the Debtors' sites.

LFR will be paid in accordance with these hourly rates:

  LFR Professional               Hourly Rate
  ----------------               -----------
  Corporate Officer                 $335
  Principal                         $200
  Senior Associate                  $184
  Senior                            $168
  Senior Project                    $152
  Project                           $137
  Senior Staff                      $115
  Staff II                          $102
  Staff I                            $89
  Reproduction/Admin                 $54
  Information Systems/
   Database Specialist           $64 to $100
  Field and Technical
   Support                       $57 to $98
  Engineering Design/CADD        $67 to $94
  Project Assistant/
   Admin Support                 $62 to $94
  Construction Engineering       $87 to $92
  Technical Editor               $70 to $91

The Debtors will pay Brownfield with these hourly rates:

  Brownfield Professional        Hourly Rate
  -----------------------        -----------
  Partner                           $275
  Partner                           $250
  Senior Associate                  $220
  Associate                         $165
  Staff Associate                   $145
  Administrative/Clerical            $55

Claro Group's fees will be paid pursuant to these hourly rates:

  Claro Group Professional       Hourly Rate
  ------------------------       ------------
  Managing Director              $400 to $500
  Principal                      $330 to $395
  Senior Manager                 $275 to $320

The Debtors will also reimburse LFR and Brownfield's out-of-pocket
expenses.

The Debtors have also agreed to maintain property insurance for
LFR and Brownfield to cover the material and other property
delivered to project sites, which are to become a part of the
permanent construction or are to be consumed on the sites in the
process of completing the Services.

LFR informed the Debtors that as of July 10, 2009, the Debtors owe
it $200,000 for postpetition services.  Claro Group is owed
approximately $174,000 by the Debtors as of July 14, on account of
postpetition services.  The Debtors do not owe LFR, Brownfield and
Claro Group any prepetition amounts.

In connection with the Applications, these officers assure the
Court that each of their firms is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code:

  * Frank Lorincz, Chief Executive Officer at LFR

  * Stuart L. Miner, a member at Brownfield

  * Douglas H. Deems, General Counsel and managing director at
    Claro Group

The Court will convene a hearing on August 3, 2009, to consider
approval of the applications.  Objections, if any, must be filed
on July 29.

                       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)


GEORGIA GULF: Fitch Upgrades Issuer Default Rating to 'B-'
----------------------------------------------------------
Fitch Ratings has upgraded Georgia Gulf Corp.'s Issuer default
Rating to 'B-' from 'RD' following the closing of its exchange
offer.  The exchange comprised of $91.0 million, $486.8 million
and $158.1 million of the $100 million, $500 million and
$200 million in principal amount of the 2013 notes, 2014 notes and
2016 notes.  An aggregate of approximately 30.2 million shares of
convertible preferred stock and 1.3 million shares of common stock
will be issued in exchange for the tendered notes.

Fitch upgrades the ratings:

  -- Senior secured credit facility to 'BB-/RR1'from 'B-/RR1';
  -- Senior unsecured notes to 'CCC/RR5' from 'C/RR6'; and
  -- Senior subordinated notes to 'CCC/RR5' from 'C/RR6'.

Pro forma total debt at March 31, 2009, was $707 million and pro
forma leverage was 4.2 times (x).

The Rating Outlook is Negative given persistent weakness in
residential construction.

Fitch has decided to withdraw the ratings and will no longer
provide ratings or analytical coverage of this issuer.

Georgia Gulf had cash on hand of roughly $61.8 million pro forma
for the payment of accrued interest on the notes that have not
been tendered and $35.9 million available under its revolver at
March 31, 2009.

Based in Atlanta, Georgia Gulf is a commodity chemicals producer.
Its product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, phenol, window and door profiles and moldings as
well as outdoor building products.  Georgia Gulf earned
approximately $174 million of EBITDA from continuing operations on
sales of $2.9 billion in 2008.


GLOUCESTER HOLDING: Case Summary 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gloucester Holding Company, LLC
        11-29 Clinton Avenue
        Brooklyn, NY 11205

Bankruptcy Case No.: 09-46432

Chapter 11 Petition Date: July 29, 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 7 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb09-46432.pdf

The petition was signed by Aaron Hanasab, manager/member of the
Company.


GRABOW PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Grabow Properties, LLC.
           dba Quality Inn Hotel
        43824 Highway 27
        Davenport, FL 33837

Bankruptcy Case No.: 09-16388

Chapter 11 Petition Date: July 29, 2009

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.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/flmb09-16388.pdf

The petition was signed by Richard Grabow, manager of the Company.


GRAIN DEALERS MUTUAL: AM Best Rates Financial Strength at "B"
-------------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of B (Fair)
and issuer credit rating of "bb" of Grain Dealers Mutual Insurance
Company (Grain Dealers) (Indianapolis, IN) under review with
developing implications.

These rating actions follow the announcement that Grain Dealers
and Main Street America Group, Inc. (Main Street) (Jacksonville,
FL) have entered into an affiliation agreement that has been
approved by both companies' boards of directors.  This agreement
is subject to regulatory approval from the Indiana Department of
Insurance.  The companies' anticipate the affiliation to be
finalized in early fourth quarter 2009.  The ratings and outlook
for Main Street and its subsidiaries are unchanged.

Grain Dealers' ratings will remain under review pending the close
of the affiliation agreement.  Prior to placing Grain Dealers'
ratings under review, the outlook was negative, reflecting A.M.
Best's concerns that operating results remain subject to both
weather-related and pension charges that could further negatively
impact Grain Dealers' risk-adjusted capitalization.  In the event
that the affiliation is not fully executed, Grain Dealers' ratings
may be downgraded due its declining capitalization and continued
weak operating results.  However, Grain Dealers' ratings will
likely be positively affected if the affiliation agreement closes.

                        About Grand Dealers

Grain Dealers Mutual underwrites a variety of commercial and
personal property/casualty insurance.  Its product lines include
automobile, businessowner, and homeowners policies.  The Company
does business in Arizona, Arkansas, Indiana, Mississippi, North
Carolina, New Mexico, Oklahoma, Tennessee, and Virginia.  Some 450
independent agencies represent the company.  Grain Dealers Mutual
was established in 1902, primarily to protect the assets of
commercial grain elevator operators.

                           *     *     *

As reported in the Troubled Company Reporter on March 16, 2009,
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from B+ (Good) and the issuer credit rating (ICR) to
"bb" from "bbb-" of Grain Dealers Mutual Insurance Company (Grain
Dealers) (Indianapolis, IN).  The outlook for both ratings is
negative.


HARTMARX CORP: In Dispute With Buyers, Sale Could Fall Off
----------------------------------------------------------
James Quinn at Telegraph reports that Hartmarx Corp.'s deal with
Emerisque and S Kumars Nationwide Ltd. could fall apart.

As reported by the Troubled Company Reporter on July 22, 2009, the
U.S. Bankruptcy Court for the Northern District of Illinois
approved the sale of substantially all of the assets of Hartmarx
Corporation to Emerisque Brands UK and SKNL North America, B.V.,
for a total transaction value of roughly US$119 million.
Emerisque Brands and SKNL expected the transaction to close July
7, 2009.  But the closing was postponed, as the buyers hadn't been
able to finalize the financial details.

According to Telegraph, the deal was still not complete as of
Wednesday, as Hartmarx's advisers are arguing about who should pay
the costs to wind down the parts of the business that aren't
subject to Emerisque's takeover.  The New York Post says that
advisers of Emerisque and Hartmarx are in dispute over the costs,
with financial restructuring experts FTI Consulting and law firm
Skadden Arps maintaining that it is usual practice for the buyer
to foot the costs.  Telegraph relates that Emerisque said that if
it were to do so, it would take the cost of the deal above the
agreed price.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HCA INC: Fitch Assigns 'BB/RR1' Rating on $750 Mil. Notes
---------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB/RR1' to HCA Inc.'s
proposed offering of $750 million in senior secured first lien
notes due 2020.

Fitch currently rates HCA:

  -- Issuer Default Rating 'B';
  -- Secured Bank Credit Facility 'BB/RR1';
  -- First Lien Notes 'BB/RR1';
  -- Second Lien Notes 'B+/RR3';
  -- Senior Unsecured Notes 'CCC/RR6'.

The Rating Outlook is Stable.  Total rated debt as of March 31,
2009, was approximately $26.6 billion.

Fitch expects the proceeds of the debt offering to be used to
reduce outstanding indebtedness under HCA's secured term loan
facilities, as required by the terms of the senior secured credit
facilities.  One of Fitch's key concerns regarding the credit is
the large amount of debt maturing between 2010 and 2013, including
approximately $10 billion in secured term loan borrowings that
mature in 2012 and 2013.  However, HCA has issued more than
$1.8 billion in new first- and second-lien secured notes in 2009
and used the proceeds to repay term loan borrowings, and Fitch
believes HCA may undertake similar activity in the future.
However, if HCA were unable to proactively address these
maturities and Fitch believes the company would be unable to
either refinance or retire the obligations when due, a negative
ratings action would result.

HCA's ratings reflect the company's significant leverage and
challenging industry environment, partially offset by improvements
in its operations and debt levels.  HCA has reduced outstanding
debt by more than $1.8 billion since its leveraged buy-out (LBO)
in 2006 while leverage (total debt/EBITDA) has declined to
approximately 5.4 times (x) at March 31, 2009, from 6.6x at
December 31, 2006.  In addition, HCA's operations have continued
to improve as a result of cost management efforts, strong same-
facility admissions growth (including its seventh consecutive
quarter of positive same-facility adjusted admissions growth
reported for the second quarter of 2009), and new emergency room
coding efforts.

Key rating concerns include the large amount of debt maturing in
the next several years, as well as an uncertain industry
environment.  Industry uncertainty stems from the potential for
the economic recession to lead to pressure on bad debt expense as
well as the potential for health care reform, which could have
profound (positive or negative) impact on the sector.  Finally,
Fitch notes that an exit by HCA's private equity sponsors through,
for example, an initial public offering (IPO) could have a
significant impact on the credit.


HCA INC: S&P Assigns 'BB' Rating on $750 Million Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned an issue-
level rating of 'BB' and a recovery rating of '1' to HCA Inc.'s
proposed $750 million senior secured notes due 2020.  All other
ratings are unchanged.  The '1' recovery rating indicates the
expectation for very high (90%-100%) recovery of principal in the
event of default.

                          Ratings List

                             HCA Inc.

           Corporate Credit Rating        B+/Stable/--

                           New Rating

                             HCA Inc.

                          Senior Secured

                $750 mil. notes due 2020      BB
                Recovery Rating               1


HARTMARX CORP: CEO Homi Patel to Leave Company After 30 Years
-------------------------------------------------------------
Joe Barrett at The Wall Street Journal reports that Hartmarx Corp.
said that Homi B. Patel, its chairman and CEO and who had been
with the Company for 30 years, will step down on July 31.

According to The Journal, Mr. Patel said that he is discussing an
advisory role with Emerisque, which is set to acquire Hartmarx,
and would devote more of his time as special adviser to the Z
Capital Special Situations Private Equity Fund and to other for-
profit and not-for-profit opportunities.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HAWAIIAN TELCOM: Should Name Exit Lender, Says U.S. Trustee
-----------------------------------------------------------
Carla Main at Bloomberg News reports that the U.S. Trustee says
Hawaiian Telcom Communications Inc. should, among other things,
name the source of the $300 million senior loan that would fund
its proposed Chapter 11 plan.  The U.S. Trustee made those
comments in its response to Hawaiian Telcom's request for approval
of the disclosure statement explaining the proposed plan.

Hawaiian Telcom has filed a plan which converts $940 million in
debt into equity in the reorganized company.  Hawaiian Telcom,
however, has lost its exclusive rights to file a proposed plan,
thus, other parties are allowed to file competing plans.  Sandwich
Isles Communications, Inc. had sought denial of an exclusivity
extension, saying it would be able to produce a superior Chapter
11 plan.

Sandwich Isles has offered to purchase substantially all of
Hawaiian Telcom's assets for $250 million in cash and $150 million
in a Hawaiian Telcom-financed note, subject to purchase price
adjustments and due diligence.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HELSEL LUMBER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Helsel Lumber Mill, Inc.
        3446 Johnstown Road
        Duncansville, PA 16635

Bankruptcy Case No.: 09-70917

Chapter 11 Petition Date: July 29, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.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/pawb09-70917.pdf

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


HILLMAN COMPANIES: Moody's Assigns 'Ba2' Ratings on Loan Tranches
-----------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings on the new
revolving credit and term loan tranches to be incorporated under
The Hillman Companies, Inc.'s secured credit facility via
amendment.  The ratings on the existing tranches were raised to
Ba2. Hillman's B2 Corporate Family Rating and Probability of
Default Rating were affirmed.  Concurrently, Hillman's ratings
outlook was revised to stable from negative, and its Speculative
Grade Liquidity rating was raised to SGL-3 from SGL-4.  The
ratings are subject to receipt and review of final documentation.

The proposed amendment is designed to extend the revolver and term
loan maturities and to address the stepped-up term loan
amortization.  Under the terms of the amendment, consenting
lenders will have their commitments moved to new Revolver R-2 and
Term Loan B-2 with final maturity dates of March 31, 2012.  These
new loans will rank pari passu with the existing Revolver R-1 and
Term Loan B-1, where the commitments of any non-consenting lenders
will remain.  The existing revolver and term loan maturity dates
will remain unchanged at March 31, 2010 and March 31, 2011,
respectively.  The company has also proposed a new, delayed draw
term Loan B-3, to be made available solely to repay any remaining
Term Loan B-1 amortization, if needed.  Hillman has also proposed
to amend its financial covenants, including an increase in the
Debt/EBITDA test, its tightest covenant.

The upgrade to SGL-3 reflects the expectation for adequate near
term liquidity, given that the extension of maturity dates
significantly eases near term refinancing risk.  Liquidity is
further supported by the expectation for positive free cash flow,
unrestricted cash and availability under its revolving credit
facilities over the intermediate term, and improved covenant
cushion.  The upgrade of Hillman's secured credit facilities
reflects the company's improving credit profile, and Moody's
belief that a one notch over ride which was used in the past, is
no longer applicable.

The stable outlook reflects Hillman's improved liquidity stemming
from the proposed amendments, its stable and predictable revenue
and cash flow, and the expectation that credit metrics will remain
at or near current, improved levels.

These ratings were affirmed:

  -- Corporate Family Rating at B2;

  -- Probability of Default Rating at B2;

These ratings were assigned:

  -- Senior secured revolving credit facility R-2 due 3/31/2012 at
     Ba2 (LGD2, 17%);

  -- Senior secured term loan B-2 due 3/31/2012 at Ba2 (LGD2,
     17%);

  -- Delayed draw, senior secured term loan B-3 due 3/31/2012 at
     Ba2 (LGD2, 17%);

These ratings were upgraded:

  -- Senior secured revolving credit facility R-1 due 3/31/2010 to
     Ba2 (LGD2, 17%) from Ba3 (LGD2, 23%);

  -- Senior secured term loan B-2 due 3/31/2011 at Ba2 (LGD2, 17%)
     from Ba3 (LGD2, 23%);

  -- Speculative grade liquidity rating to SGL-3 from SGL-4

The last rating action on Hillman was on November 26, 2008, when
Moody's affirmed the company's B2 CFR and changed the Speculative
Grade Liquidity rating to SGL-4 from SGL-3.

The Hillman Companies, Inc., provides hardware-related products
and related merchandising services to retail markets in North
America.  The company reported revenue of nearly $490 million for
the LTM period ending March 31, 2009.


HILLMAN GROUP: S&P Puts 'B-' Corp. Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B-'
corporate credit rating and 'B+' bank loan rating on Cincinnati,
Ohio-based Hillman Group Inc., on CreditWatch with positive
implications.  The bank facility is rated two notches higher than
the corporate credit rating, with a recovery rating of '1',
indicating very high (90%-100%) recovery for senior secured
lenders in a payment default.  In the event that the company
amends and refinances its credit facility as planned, S&P expects
to raise the corporate credit rating to 'B' and the senior secured
bank loan rating to 'BB-'.

"The CreditWatch placement and potential upgrade reflects S&P's
view that the receipt of lender approval on Hillman's proposed
bank amendment and corresponding completion of the proposed
refinancing transaction would help mitigate S&P's ongoing concerns
related to near-term liquidity risk," said Standard & Poor's
credit analyst Mark Salierno.

S&P's current liquidity concerns on Hillman, a leading provider of
hardware related products to retail markets in North America, stem
from its tight covenant cushion, significant stepped up
amortization requirements on the company's term loan facility
starting in June 2010, and near-term maturity on the company's
existing $40 million revolving credit facility due March 2010.
Under the proposed terms and conditions, the transaction would
split the revolver and term loans into consenting and
nonconsenting tranches, based on requisite lender consent.  Within
the consenting lender tranches, the transaction would allow
Hillman to extend its revolver and term loan maturities to March
2012 and modify its term loan amortization requirements to 1.25%
per quarter to maturity, compared with quarterly term amortization
of 24.8% commencing June 2010.  Lenders would receive increased
pricing and an amendment fee in exchange for the maturity date
extensions and modified amortization schedule.  The proposed
transaction would also include a new $30 million delayed draw term
loan due 2012, which could only be drawn on to fund amortization
payments related to term loan commitments of nonconsenting
lenders.

Despite the ongoing weakness in the housing market and the
downturn of the U.S. economy, Hillman's operating performance has
been fairly stable, in part because lower price-point products at
the home improvement retailers have performed better than the big-
ticket more discretionary merchandise.  S&P expects that the
company's operating performance and overall profitability will
continue to remain relatively stable under adverse market
conditions.  Hillman's operating margins remain at about 17% as it
was largely able to offset such rising product input costs in 2008
with price increases.  Although S&P remains concerned that a
prolonged recession could affect the company's ability to continue
to take additional price increases, Hillman has reduced its
workforce and has implemented other restructuring initiatives
aimed at streamlining its cost structure to preserve its operating
margins.  At the same time, free operating cash flow generation
has remained positive (approximately $24 million in fiscal 2008).

Standard & Poor's will monitor developments related to Hillman's
proposed transaction and review final amended terms of the credit
facility before resolving the CreditWatch listing.  If the company
completes the transaction as proposed, S&P expects to raise the
corporate credit and bank loan ratings.  Raising all ratings would
be limited to one notch, and the outlook would be stable.  S&P
would reassess the current ratings and CreditWatch listing if the
planned transaction does not close.


HORIZON LINES: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on Horizon Lines Inc., to 'B' from 'B+', and removed the
ratings from CreditWatch, where S&P had placed them with negative
implications on June 12, 2009.  At the same time, S&P lowered the
rating on the senior secured debt to 'BB-', two notches above the
new corporate credit rating, from 'BB', while leaving the recovery
rating on this debt unchanged at '1', indicating expectations of
very high (90%-100%) recovery in the event of a payment default.
In addition, S&P lowered the rating on the senior unsecured notes
to 'CCC+' from 'B-', two notches below the new corporate credit
rating, while leaving the recovery rating on this debt unchanged
at '6', indicating expectations of a negligible (0%-10%) recovery
in the event of a payment default.  The outlook is negative.

The downgrade reflects Horizon Lines' weaker-than-expected
financial profile due to earnings pressures stemming from
significantly reduced shipping volumes and the lower cushion under
the company's financial covenants.

"The negative outlook reflects S&P's expectations that there could
be further material weakening in the company's financial profile
over the next year, if shipping volumes continue to fall, due to
the effects of the U.S. recession," said Standard & Poor's credit
analyst Funmi Afonja.  If that occurred, causing debt to EBITDA to
approach 9x, or causing a further tightening in the company's
financial covenant cushion, S&P would likely lower ratings.  S&P's
current ratings do not incorporate any material potential
liquidity events or negative outcome that could result from the
DOJ investigation.  If the investigation resulted in a material
fine or negative outcome, S&P might lower the ratings further.

"We could revise the outlook to stable if earnings and credit
metrics strengthen as a result of improved market conditions,
although S&P does not anticipate such an improvement over the near
term," she continued.


IMPEL INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Impel, Inc.
        14642 Barney Dr.
        Mint Hill, NC 28227

Bankruptcy Case No.: 09-32017

Chapter 11 Petition Date: July 29, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: R. Keith Johnson, Esq.
                  1275 South Hwy 16
                  Stanley, NC 28164
                  Tel: (704) 827-4200
                  Fax: (704) 827-4477
                  Email: rkjpa@bellsouth.net

Total Assets: $7,037,600

Total Debts: $3,171,559

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/ncwb09-32017.pdf

The petition was signed by Mirko Djuranovic.


INDALEX HOLDINGS: DOJ Wants NC Plant Divested Under Sapa Deal
-------------------------------------------------------------
The Department of Justice has reached a settlement that will
require Sapa Holding AB and Indalex Holdings Finance Inc. to
divest a North Carolina aluminum sheathing facility in order to
proceed with Sapa's proposed $150 million acquisition of Indalex.

The Department said that the transaction, as originally proposed,
would substantially lessen competition for the manufacture and
sale of aluminum sheathing (coiled extruded aluminum tubing) used
in the manufacture of high frequency coaxial cable in the United
States, resulting in increased prices and reduced quality, service
and innovation.

The Department said that the companies must divest either Sapa's
Catawba, N.C. aluminum sheathing manufacturing plant or Indalex's
aluminum sheathing facility at its Burlington, N.C., plant in
order to proceed with the deal.

The Department's Antitrust Division filed a civil antitrust
lawsuit in U.S. District Court in Washington, D.C., to block the
proposed transaction.  At the same time, the Department filed a
proposed settlement that, if approved by the court, would resolve
the lawsuit and the Department's competitive concerns.

"The original proposed transaction threatened to deprive consumers
of the benefits of competition," said Christine A. Varney,
Assistant Attorney General in charge of the Department's Antitrust
Division.  "Without the divestiture required by the Department,
purchasers of aluminum sheathing in the United States likely would
have faced higher prices and reduced quality and innovation."

According to the complaint, Sapa and Indalex are the only two
manufacturers of aluminum sheathing in the United States. Indalex
is currently involved in bankruptcy proceedings.  Aluminum
sheathing is used to make coaxial cables that are purchased by
cable television companies in the United States and abroad for use
in transmitting high frequency broadband signals to their
subscribers. Aluminum sheathing is made to exacting specifications
to provide protection for the components of the cables to prevent
the loss of the transmission signal to subscribers.

Under the proposed settlement, in the event the companies are
unable to sell either the Catawba, N.C. or Burlington, N.C.
facility promptly to a viable purchaser acceptable to the
Department, they must sell Indalex's entire Burlington, N.C.
extruded aluminum plant, which produces fabricated aluminum
products, such as conduit and aluminum shapes, in addition to
aluminum sheathing.

Sapa is a Swedish corporation with its principal place of business
in Stockholm, Sweden.  Sapa sells fabricated aluminum products
throughout the world, including in the United States, where it is
the largest aluminum extrusion fabricator.  In 2008, its sales of
the product were about $30.7 million.  Sapa is owned by Orkla ASA,
a Norwegian public limited company whose offices are located in
Skoyen, Oslo in Norway.  Orkla is a large, diversified
international company with operations throughout the world.

Indalex is a Delaware corporation with its principal place of
business in Lincolnshire, Ill. Indalex sells fabricated aluminum
products in Canada and the United States.  Indalex is the second
largest aluminum extrusion fabricator in the United States. In
2008, its sales of the product were about $12 million.

As required by the Tunney Act, the proposed settlement, along with
a competitive impact statement, will be published in the Federal
Register.  Any person may submit written comments concerning the
proposed settlement during a 60-day comment period to Maribeth
Petrizzi, 450 Fifth Street N.W., Suite 8700, Washington, D.C.
20530.  At the conclusion of the 60-day comment period, the court
may enter the final judgment upon a finding that it serves the
public interest.

Indalex Holdings Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America.  The Company's aluminum extrusion
products are widely used throughout industrial, commercial, and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor Sun
Capital Partners Inc.  Sun Capital purchased Indalex in 2005 from
Honeywell International Inc. for $425 million.  Indalex is the
12th investment by Boca Raton, Florida-based Sun Capital to file
in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on
March 20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J.
Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, has been tapped as counsel.  Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.  In its bankruptcy
petition, Indalex listed assets of $356 million against debt
totalling $456 million.

As reported in the TCR on July 28, 2009, the Bankruptcy Court has
authorized Indalex to sell its business to Sapa Holding AB.  Sapa
offered to pay (i) $90.1 million in cash and for the Debtors' U.S.
assets; and (ii) $31.7 million in cash for the Canadian assets.


JAMES STEPHENS: Taps Law Offices of Goodman as Counsel
------------------------------------------------------
James C. Stephens asks the U.S. Bankruptcy Court for the Eastern
District of Wisconsin for permission to employ the Law Offices of
Jonathan V. Goodman as his counsel to provide legal advice with
respect to his power and duties as debtor-in-possession on the
management of his properties.

Jonathan V. Goodman, Esq., bills $390 per hour for his engagement
while his associates charge $225 per hour and law clerks charge
$150 per hour.

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Milwaukee, Wisconsin-based James C. Stephens, aka Cass Stephens,
filed for Chapter 11 on July 14, 2009 (Bankr. E. D. Wis. Case No.
09-29970).  Jonathan V. Goodman, Esq., represents the Debtor in
his restructuring efforts.  The Debtor, in his petition, said that
both its assets and debts range from $10,000,001 to $50,000,000.


JAMES STEPHENS: Wants Schedules Filing Extended Until August 13
---------------------------------------------------------------
James C. Stephens asks the U.S. Bankruptcy Court for the Eastern
District of Wisconsin to extend until August 13, 2009, the time to
file his schedules and statements of affairs.

Milwaukee, Wisconsin-based James C. Stephens, aka Cass Stephens,
filed for Chapter 11 on July 14, 2009 (Bankr. E. D. Wis. Case No.
09-29970).  Jonathan V. Goodman, Esq., represents the Debtor in
his restructuring efforts.  The Debtor, in his petition, said that
both its assets and debts range from $10,000,001 to $50,000,000.


JAMES STEPHENS: Wants to Sell Milwaukee Property for $390,000
---------------------------------------------------------------
James C. Stephens is asking the U.S. Bankruptcy Court for the
Eastern District of Wisconsin for authority to sell a real
property located at 1726-28 E. North Avenue in Milwaukee,
Wisconsin, to Tan Lo for $390,000, free and clear of all liens and
encumbrances.

The Debtor tells the Court that the property has been appraised at
$370,000, as of March 12, 2009.

The Debtor assures the Court that it has no relationship with the
buyer.

Milwaukee, Wisconsin-based James C. Stephens, aka Cass Stephens,
filed for Chapter 11 on July 14, 2009 (Bankr. E. D. Wis. Case No.
09-29970).  Jonathan V. Goodman, Esq., represents the Debtor in
his restructuring efforts.  The Debtor, in his petition, said that
both its assets and debts range from $10,000,001 to $50,000,000.


JEFFERY ROOT: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jeffery Lynn Root
           dba Tally Ho
           dba Dana's Grill & Bar
           fdba Root Enterprises
        9311 Curvue Road
        Eau Claire, WI 54703

Bankruptcy Case No.: 09-15022

Chapter 11 Petition Date: July 29, 2009

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

Judge: Thomas S. Utschig

Debtor's Counsel: Erwin H. Steiner, Esq.
                  2522 Golf Road, Suite 3
                  Eau Claire, WI 54701
                  Tel: (715) 832-2040
                  Email: steinerwright@charterinternet.com

Total Assets: $1,675,500

Total Debts: $1,631,095

A full-text copy of Ms. Root's petition, including a list of her 7
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wiwb09-15022.pdf

The petition was signed by Ms. Root.


JOE GIBSON: Customers Want Zurich to Promptly Comply with Deal
--------------------------------------------------------------
Joe Gibson's Auto World Inc. in June obtained approval from the
U.S. Bankruptcy Court for the District of South Carolina of a
global settlement with customers duped by fraudulent advertising
and financing methods of the Company.  The settlement, which was
incorporated in a liquidating plan that the Court approved, allows
customers to divide the majority of the expected $3 million in
settlement proceeds that are directed to a trust fund.  Customers
will split $2.7 million in funds established by "contributing
parties," which includes the American Suzuki Motor Corp.,
participating lenders, and Joe Gibson's insurance carrier.
Leftover funds will be used for administrative claims, unsecured
trade claims and priority claims.

Craig Peters at Spartanburg Herald-Journal said July 29 that that
Zurich American Insurance Co., which owns Universal Underwriters
Insurance Co., is the only party that has not yet delivered its
share of the settlement.  Zurich American attorney Brad Martin has
argued against the language of the release in the settlement
agreement.

Herald-Journal reports that McCarthy Law Firm -- which represents
Joe Gibson's Auto World -- and consumer attorneys Rodney
Pillsbury, Pat Knie and David Alford have sought sanctions against
Zurich for burdens caused by the delay.  Pillsbury said the former
customers are being further punished because they can't trade in
their vehicles or be relieved of contracts they can't afford until
several days after the trust fund is complete.

In that light, bankruptcy Judge Helen Burris has directed parties
to promptly resolve their dispute.  Absent a resolution, Judge
Burris will rule on Joe Gibson's the motion to compel Zurich to
perform under the settlement.

The lawyers want Zurich American to pay $600,000, minus attorney
fees and costs, as part of the settlement.

                        About Joe Gibson's

Joe Gibson's Auto World, Inc., and Joe Gibson Automotive, Inc.,
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. D. S.C. Case Nos. 08-04215 and 08-04216).  G. William
McCarthy, Jr., Esq., represents the Debtors in their restructuring
efforts.  When Joe Gibson's Auto World, Inc., filed for protection
from its creditors, it listed assets of between $1,000,0000 and
$10,000,000, and debts of between $10,000,0000 and $50,000,000.


LAKE AT LAS VEGAS: Completes Repair of Two Pipelines
----------------------------------------------------
The Associated Press reports that work to repair two long
pipelines underneath Lake Las Vegas has been completed.  Repair
work started nine months ago, when the pipes showed an unusual
amount of wear and tear after 18 years, says The AP.

The pipes are two miles long and seven feet wide and should last
for about 20 years, The AP says, citing Kirk Brynjulson, vice
president of land development for Lake Las Vegas.  The AP states
that Henderson, the bedroom suburb of Las Vegas, owns the
pipelines, but Lake Las Vegas is responsible for maintenance and
paid for the work.

According to The AP, completion of the work was two months late
and cost about $3 million, exceeding the budget by $50,000.   The
AP relates that officials said that storms in November and
December 2008 shut down work for several days.

Lake Las Vegas is located in Henderson, Nevada.  It refers to both
a man made 320 acres lake and to the 3,592 acres area built around
the lake.  The area is sometimes referred to as the Lake Las Vegas
Resort.  Lake Las Vegas is being developed by five companies
including Lake at Las Vegas Joint Venture, LLC.

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LAKE AT LAS VEGAS: Creditors Sue Credit Suisse Over Loans
---------------------------------------------------------
Carla Main at Bloomberg News reports that unsecured creditors of
Lake Las Vegas Joint Venture LLC sued a unit of Credit Suisse
Group AG  over claims the bank made loans that left the
residential development and resort short of cash to pay its bills.

The creditors asked the Bankruptcy Court to  disallow the lender's
$307 million claim unless it relinquishes its mortgages and other
liens on the resort property.

According to Ms. Main, at least seven other luxury developments
funded by Zurich-based Credit Suisse in the western U.S., Florida
and the Caribbean either went into default or declared bankruptcy.
Credit Suisse made the loans and then sold them to investors who,
in turn, put them into mutual funds or packaged them into
securities called collateralized loan obligations.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LAKE BURTON: U.S. Trustee Sets Meeting of Creditors for August 12
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Lake Burton Development LLC's Chapter 11 case on Aug. 12, 2009,
at 10:00 a.m.  The meeting will be held at Third Floor - Room 363,
Richard B. Russell Bldg., 75 Spring Street, SW, Atlanta, Georgia.

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.

Clayton, Georgia-based Lake Burton Development LLC filed for
Chapter 11 on July 10, 2009 (Bankr. N. D. Ga. Case No. 09-22830).
Patrick D. Jaugstetter, Esq., at Power, Cooper & Jaugstetter,
P.C., represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


LAKE BURTON: U.S. Trustee Sets Meeting of Creditors for August 12
------------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Lake Burton Development LLC's Chapter 11 case on August 12,
2009, at 10:00 a.m.  The meeting will be held at Third Floor -
Room 363, Richard B. Russell Bldg., 75 Spring Street, SW, Atlanta,
Georgia.

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.

Clayton, Georgia-based Lake Burton Development LLC filed for
Chapter 11 on July 10, 2009 (Bankr. N. D. Ga. Case No. 09-22830).
Patrick D. Jaugstetter, Esq., at Power, Cooper & Jaugstetter,
P.C., represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


LOCAL TV: Moody's Downgrades Corporate Family Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service has downgraded Local TV Finance LLC's
Corporate Family Rating and Probability of Default Rating, each to
Caa2 from Caa1. Additionally, Moody's downgraded the company's
senior secured debt ratings to B3 from B2.  The downgrades largely
reflect Moody's concern that Local TV's growing debt burden may
become unsustainable over the relatively near term (exceeding a 15
times multiple of average EBITDA by the end of 2010), although
Moody's anticipate only a still relatively modest (albeit
correspondingly higher) likelihood of default on its scheduled
debt payments or covenants.

Moody's has taken these rating actions:

* Corporate Family Rating -- downgraded to Caa2 from Caa1

* Probability of Default Rating -- downgraded to Caa2 from Caa1

* $30 million Senior Secured Revolving Credit Facility due 2013 --
  downgraded to B3 from B2, LGD 2, 29%

* $275 million Senior Secured Term Loan due 2013 -- downgraded to
  B3 from B2, LGD 2, 29%

* $190 million PIK Toggle Senior Notes due 2015 -- affirmed Caa3,
  LGD 5, 84%

The rating outlook remains negative.

The rating downgrades largely reflect Moody's concerns that
continuing weak advertising spending in Local TV's served markets
will result in depressed EBITDA levels and increasing leverage
over the near-to-intermediate term, rendering the company's overly
leveraged capital structure unsustainable over the medium-to-long
term.  Over the next twelve-to-eighteen months, Moody's expects
average debt-to-EBITDA leverage could exceed 15x, assuming the
company continues to PIK interest on its senior notes (which will
increase debt by approximately $19 million annually through June
2011), increasing the probability that management will consider a
balance sheet restructuring.

At the end of March 2009, Local TV recorded approximately
$30 million of cash and undrawn revolver availability of
$30 million, representing an adequate liquidity profile sufficient
to cover near-term funding requirements (assuming management
elects to continue paying interest on the toggle notes in-kind
rather than in cash through June 2011).  Moreover, Moody's
anticipates that Local TV will be able to supplement liquidity
through modest free cash flow generation, especially during 2010
which Moody's expect will be a relatively strong political
advertising year.
Nonetheless, Moody's is concerned that the company is reliant upon
the PIK toggle feature of its senior unsecured notes to cover
interest expense and avoid free cash flow losses during 2009, and
that a potential recovery of core local and national advertising
(and the benefit of political spending) in 2010 will be
insufficient to meaningfully improve the company's financial
metrics.  Additionally, Moody's expects that increasing debt
levels (from the PIK accretion) and decreasing EBITDA will
conspire to exhaust covenant-compliant revolver availability by
the end of 2009, absent an amendment.

The last rating action occurred on October 29, 2008, when Moody's
downgraded Local TV's CFR and PDR, each to Caa1 from B2.

Local TV Finance, LLC, headquartered in Fort Wright, Kentucky,
owns nine television broadcasting stations in eight mid-sized
markets.


LOU PEARLMAN: Backstreet Boys Member Opposes Return of Payouts
--------------------------------------------------------------
Howie Dorough, one of the members of pop group Backstreet Boys,
has filed an objection fighting lawsuits by Soneet R. Kapila, the
trustee for former pop manager Lou Pearlman's Chapter 11
bankruptcy case, that seek to recover funds transferred by the pop
manager to investors.

As reported by the Troubled Company Reporter on July 22, 2009, the
trustee in charge of Mr. Pearlman's bankruptcy estate is seeking
to recover payments that the Debtor or his related business
entities transferred in the four years before the bankruptcy.
Lawsuits were filed against the investors bilked by the Ponzi
scheme and seek to recover all transferred funds on the grounds
that the investors knew or should have known it was a Ponzi
scheme.  The recovered funds will be distributed to Mr. Pearlman's
creditors.  Investors are fighting the lawsuits, arguing that they
are the victims.

Mr. Dorough, along with Paula Dorough and Sweet D, Inc., were
among those more than 700 investors sued by Ms. Kapila.  The
defendants filed an objection to the trustee's motion for order
approving case management procedures and discovery protocol, and a
proposal to stay adversary proceedings, pending the outcome of
test suits commenced by the trustee.

Jacqueline Palank posted at The Wall Street Journal blog,
Bankruptcy Beat, that Mr. Dorough was sued for more than $73,000.

Bankruptcy Beat says that the trustee's lawsuits would preclude
Mr. Dorough from launching an investigation to help defend
himself.  According to Bankruptcy Beat, Mr. Dorough denied having
any knowledge of Mr. Pearlman's Ponzi scheme as the Debtor was
carrying it out.

Lou Pearlman created the Backstreet Boys and 'N Sync.  He is
currently behind bars after bilking investors out of more than
$300 million.  He was forced into Chapter 11 protection in 2007 by
creditors and in 2008, he was sentenced to 25 years in prison
after pleading guilty to conspiring to commit an offense against
the U.S. and money laundering.  A federal judge ordered him to pay
a total of $310.1 million in restitution to investors and lenders.


MCJUNKIN RED: Moody's Cuts Ratings on $900 Million Loan to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service downgraded McJunkin Red Man Holding
Corp.'s $900 million senior secured asset-based revolving credit
facility to Ba1 from Baa3.  The rating action was prompted by the
increased size and usage of the facility in 2009.  Moody's also
downgraded the senior secured term loan facility to B2 from B1.
Since the ABL facility constitutes the largest debt class in the
capital structure, the estimated relative recovery of the term
loan decreased, resulting in a one notch downgrade.  The B3 rating
on the Holdco term loan was affirmed because of its structural
subordination to the other debt classes in the capital structure.

Moody's believes the B1 corporate family rating continues to
reflect MRMH's modest operating margins typical of distributors,
an assumed slowdown in the inherently volatile energy sector,
modest tangible asset coverage, and the potential for
acquisitions.  Consolidated leverage is expected to be relatively
high for the energy sector, approaching 4.0x adjusted EBITDA in
the near term.  At the same time, the ratings recognize the
company's favorable operating performance in 2008 and solid credit
metrics on an adjusted basis.  Moody's also favorably views MRMH's
stable operating margins and cash flows primarily due to margin
based and cost-plus customer contracts, the countercyclical nature
of working capital, and modest capital expenditures.  Furthermore,
the ratings reflect MRMH's favorable size, geographic coverage,
and diversification across the upstream, midstream, and downstream
energy sectors.

The exploration and production sector has substantially reduced
its capital spending, which will likely drive weaker earnings for
MRMH over the rating horizon.  Additional industry challenges
include low utilization rates and weak commodity pricing.
Nonetheless, the stable outlook reflects Moody's view that the
expected increase to leverage is appropriate for a B1 corporate
family rating.  Moody's believes MRMH will generate a significant
amount of free cash flow in 2009 due to the counter-cyclical
nature of its working capital during this downturn.  Factors that
could negatively impact the ratings include softening of the
energy sector, deterioration in liquidity, a weakening of working
capital metrics, and additional debt-financed acquisitions.

Ratings Downgraded:

McJunkin Red Man Corp.

* Senior secured term loan facility to B2 (LGD4, 63%) from B1

* Senior secured asset-based revolving credit facility to Ba1
  (LGD2, 25%) from Baa3

Ratings affirmed:

McJunkin Red Man Holding Corp.

* Corporate family rating at B1
* Term loan facility (LGD6, 91%) at B3

The last rating action was on May 6, 2008, when Moody's assigned a
B1 corporate family rating to McJunkin Red Man Holding Corp.

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

McJunkin Red Man Holding Corporation, headquartered in Houston,
Texas, is a large distributor of pipes, valves, and fittings,
serving the major end markets in the process industry; downstream
(petroleum refinery and chemical processing), midstream (gas
distribution & transmission) and upstream (natural gas and oil
exploration and production).


MERITAGE HOMES: Loan Termination Won't Affect S&P's 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Meritage Homes Corp. (B+/Negative/--) were not
immediately affected by the company's recent announcement that it
intends to terminate its $150 million unsecured revolving credit
facility, due in May 2011.

Meritage has no borrowings under the credit facility but has
approximately $22 million of letters of credit outstanding.  S&P
expects that the company will obtain new credit commitments to
support its letters of credit.  The company stated that it is
currently in compliance with all of the financial covenants
governing the credit facility.  Although Meritage will no longer
be subject to those particular restrictive covenants, the company
remains subject to less-restrictive financial covenants under the
indentures governing its senior and subordinated unsecured notes.

Scottsdale, Ariz.-based Meritage is a regional public homebuilder
operating in Arizona, Texas, California, Nevada, Colorado, and
Florida.  The company generated $40 million of operating cash flow
in its second quarter ended June 30, 2009 and maintains sufficient
liquidity to fund debt service and operations in the near term, in
S&P's view, with $385 million of cash at quarter-end.  However
operating conditions remain challenging.  Home closings were down
36% in the quarter and Meritage reported a $73 million loss after
recording $66 million of impairments and other non-cash charges.


MARK IV: Court Approves Plan Outline; Ballots Due Sept. 15
----------------------------------------------------------
Mark IV Industries, Inc., said the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan has ruled that the
Company's Disclosure Statement contains adequate information for
the purpose of soliciting creditor approval for the Plan of
Reorganization.  The Company's senior lenders and the official
committee for the unsecured creditors have already indicated that
they are supportive of the Plan and the new capital structure for
the reorganized company.

The Court's approval paves the way for Mark IV to begin soliciting
votes with respect to its Plan of Reorganization.  It is
anticipated that the Plan materials and ballots will be mailed by
shortly.  In accordance with the Bankruptcy Court's order the
deadline for returning ballots is September 15, 2009.  A hearing
to confirm the Plan is scheduled for September 22, 2009.

Under the Plan, it is anticipated that the Company's senior
secured lenders will receive an 88 percent equity stake in the
reorganized company and pro rata participation in the Restructured
Debt Term Loan Agreement.  The remaining 12% would be shared by
the Company's unsecured creditors.  Current equity in Mark IV will
be cancelled and no distribution will be provided to current
equity holders under the Plan.

"We are very pleased to have reached this important milestone less
than three months after we commenced our Chapter 11 proceedings,"
said Interim Chief Executive Officer of Mark IV Industries, Jim
Orchard. "Mark IV is on track to emerge from Chapter 11 with a
significantly deleveraged balance sheet and a more rational
capital structure, positioned to excel in today's difficult
economic environment."

                          About Mark IV

Mark IV Industries, Inc., headquartered in Amherst, New York --
http://www.mark-iv.com/-- is a privately held diversified
manufacturer of highly engineered systems and components for
vehicles, transportation infrastructure and equipment.  The
Company's systems and components include power transmission, air
admission and cooling, advanced radio frequency, and information
display technologies.  The Company has a geographically diverse
innovation, marketing and manufacturing footprint.

Mark IV filed voluntary petitions for reorganization on April 30,
2009 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Mark IV's
International and IVHS operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.  Judge Stuart M. Bernstein presides over the
case.  Jay M. Goffman, Esq., J. Eric Ivester, Esq., and Matthew M.
Murphy, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as the Debtors' counsel.  David Orlofsky, Managing Director; Tadd
Crane, Director; Jose Alvarez; and Jeffrey Genova at Zolfo Cooper
serve as Restructuring Advisors.  David Hilty and Saul Burian,
Managing Directors at Houlihan Lokey, serve as Investment Bankers
and Financial Advisors.  Sitrick and Company acts as Public
Relations Advisor. Steven M. Fuhrman, Esq., at Simpson Thacher &
Bartlett LLP, represents JPMorgan Chase Bank, N.A., the First Lien
Agent and the DIP Agent.  Scott L. Hazan, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Creditors'
Committee.  The Debtors disclosed $100 million to $500 million in
assets and more than $1 billion in debts when they filed for
bankruptcy.


MERLIE MESAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Merlie Mesar
               Felizardo Sanchez
               13101 Da Vinci Dr
               Bakersfield, CA 93314

Bankruptcy Case No.: 09-17147

Chapter 11 Petition Date: July 28, 2009

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

Judge: W. Richard Lee

Debtors' Counsel: Nadia Taghizadeh, Esq.
                  1630 Oakland Rd #A110
                  San Jose, CA 95131
                  Tel: (408) 565-8562

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/caeb09-17147.pdf

The petition was signed by the Joint Debtors.


MICHAEL LEE BJORKMAN: Case Summary & 15 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Michael Lee Bjorkman
        21077 Placerita Canyon
        Newhall, CA 91321

Bankruptcy Case No.: 09-19550

Chapter 11 Petition Date: July 29, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Louis J. Esbin, Esq.
                  27201 Tourney Rd., Suite 122
                  Valencia, CA 91355-1804
                  Tel: (661) 254-5050
                  Fax: (661) 254-5252
                  Email: Esbinlaw@sbcglobal.net

Total Assets: $1,126,500

Total Debts: $1,825,013

A full-text copy of Mr. Bjorkman's petition, including a list of
his 15 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-19550.pdf

The petition was signed by Mr. Bjorkman.


MTR GAMING: S&P Affirms Corporate Credit Rating at 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Chester, West Virginia-based MTR Gaming Group Inc., including the
'B-' corporate credit rating.  S&P removed the corporate credit
and issue-level ratings from CreditWatch, where they were placed
with negative implications July 15, 2009, except for the 'B'
rating on the company's 12.625% secured notes, which was not
previously on CreditWatch.  The rating outlook is stable.

S&P will withdraw the ratings on the company's 9.75% senior
unsecured notes (rated 'B' with a recovery rating of '2') upon the
repayment in full of the outstanding obligation, in accordance
with the terms of the previously announced tender offer.

The ratings affirmation reflects MTR's recent announcement of the
required receipt of tenders and consents for the repurchase of its
outstanding 9.75% senior notes due 2010 and the issuance of
12.625% senior secured notes due 2014, priced at 95.248% of
principal.  The note offering and repurchase of a portion of the
company's outstanding indebtedness extend the near-term maturity
of a portion of the company's debt obligations, and also require
the repayment in full of the company's revolving credit commitment
and the reduction of the commitment to $20 million.  As S&P were
previously concerned about the near-term maturity of these
obligations, their refinancing has served to somewhat improve the
company's financial risk profile.

"The 'B-' corporate credit rating reflects MTR Gaming's limited
geographic diversity and the ongoing and additional competitive
threats that the Pennsylvania gaming market poses to the company's
largest gaming property, Mountaineer Casino," said Standard &
Poor's credit analyst Michael Listner.

S&P expects that MTR will face further competitive challenges
beginning next month when the Rivers Casino opens in Pittsburgh,
Pa. (the property is located about an hour drive from Mountaineer
Casino in Chester, W.Va.).  Given the increased interest expense
from the financing, as well as S&P's expectation for some weakness
in operating results due to the additional gaming capacity in the
region, S&P expects that credit measures will weaken and that
interest coverage in 2010 will be just below 1.5x.

On July 13, 2009, the governor of Ohio signed an executive order
directing the Ohio Lottery to implement video lottery terminals
(VLTs) at Ohio's seven horse tracks, including Scioto Downs, which
is owned by MTR Gaming.  While it is unclear at this time whether
the implementation of VLTs will require a voter referendum, MTR's
amended credit facility permits the company to pay $13.0 million
to the State of Ohio in September 2009 for a portion of the
proposed $65 million licensing fee in the state.  In addition, the
order requires an investment of $80 million over a five-year
period for the expansion of the property and the implementation of
VLTs at the site.  Given the fluid nature of the licensing process
and the time it would require to equip and offer such amenities,
at this time S&P has not factored in the potential revenue that
the company could realize (or conversely, the competitive impact
that VLTs would have on Mountaineer and Presque Isle Downs) or the
financing that would need to be incurred for slot gaming in the
state.  However, S&P does expect that the company will need to
issue a combination of debt or equity in order to fund such an
expansion.


NATIONAL CENTURY: Poulsen Gets 30 Years; Parrett 25 Years
---------------------------------------------------------
Lance K. Poulsen, one of the founders and former CEO of National
Century Financial Enterprises, Inc., was sentenced to 30 years in
prison and three years of supervised release following the prison
term, according to a statement released by the U.S. Department of
Justice.  Rebecca S. Parrett, former vice chairman, secretary,
treasurer, director and owner of NCFE was sentenced to 25 years in
prison and three years of supervised release.

As widely reported, Ms. Parrett has fled after being convicted by
a federal jury, and remains at large.

U.S. District Court Judge Algenon L. Marbley also ordered Mr.
Poulsen and Ms. Parrett to forfeit $1.7 billion of property
representing the proceeds of the NCFE conspiracy, and to pay
restitution of $2.3 billion, jointly and severally with other
defendants.

"Corporate executives who violate the law, as well as investors'
trust, can and will be held accountable for their illegal
actions," the statement quoted acting assistant Attorney General
Rita M. Glavin.  "The Department of Justice will continue to seek
appropriate punishment, including jail time, for individuals who
participate in financial frauds to the detriment of the investing
public."

"Evidence showed that Poulsen knew the business model NCFE
presented to the investing public differed drastically from the
way NCFE did business within its own walls," said Gregory G.
Lockhart, U.S. Attorney General for the Southern District of Ohio.
"Their actions were designed to hide a financial house of cards
from investors, eventually costing investors $2 billion."

"When corporate officers elect to betray the public's trust for
personal gain, the very core of how and why our corporate system
operates is immediately and negatively impacted," Special Agent in
Charge of the Internal Revenue Service's Criminal Investigation
Division, Jose A. Gonzalez was quoted as saying.  "As signified by
today's NCFE sentences, the IRS gives priority to investigations
involving the alleged breach of the public trust by corporate
officials at any level."

FBI Cincinnati Special Agent in Charge Keith L. Bennett noted the
significant sentences imposed on both Mr. Poulsen and Ms. Parrett.
"This should serve as a warning to those who might be tempted to
manipulate the complexities of our financial systems to defraud
others.  The FBI stands ready to root out those who would do so,
bring them to the judicial system and ensure they lose both their
ill-gotten wealth and their freedom."

Witnesses testified at both trials that Mr. Poulsen, Ms. Parrett
and other NCFE executives engaged in a scheme from 1995 until the
collapse of the company to deceive investors and rating agencies
about the financial health of NCFE and how investors' money would
be used.  NCFE bought accounts receivable from healthcare
providers using money NCFE obtained through the sale of asset-
backed notes to institutional investors, including pension funds,
insurance companies and churches.

Evidence at both trials showed that NCFE misused investors' money
and made unsecured loans to health care providers, including those
owned in whole or in part by Mr. Poulsen, Ms. Parrett and another
owner of NCFE, Donald H. Ayers.  Former employees testified that
Mr. Poulsen, Ms. Parrett and other NCFE executives covered up the
fraud by lying to investors and rating agencies.  The government
presented evidence that Mr. Poulsen and others created investor
reports containing fabricated data and moved money back and forth
between programs in order to make it appear that NCFE was in
compliance with its own governing documents.  Evidence showed that
Mr. Poulsen and Ms. Parrett knew the business model NCFE presented
to the investing public differed significantly from the way NCFE
actually conducted business.

Other NCFE executives have also been convicted in connection with
the NCFE fraud.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: Hampton-Stein Sues for Conspiracy, Fraud
----------------------------------------------------------
Tracey Hampton-Stein filed a complaint in the Circuit Court for
Palm Beach County, in Florida, for invasion of privacy, slander of
title, malicious prosecution, fraud, breaches of contract and
settlement, intentional infliction of emotional distress,
extortion, tortuous interference with her contractual
relationships, defamation per se and conspiracy to commit all of
those acts against Erwin I. Katz Ltd., trustee of the Unencumbered
Assets Trust, successor-in-interest to National Century Financial
Enterprises, Inc.; Erwin I. Katz; Jones Day Reavis & Pogue;
Matthew Kairis; John Does 1 to 10; Jane Does 1 to 10; and XYZ
Companies.

Jacob Arthur Armpriester, Jr., Esq., at Armpriester Law Offices,
in Dearfield Beach, Florida, contends that Ms. Hampton-Stein's
Florida Lawsuit is a case of outrageous and vindictive extra
judicial actions and other violations of law by the Defendants all
acting in a conspiracy designed specifically and with malice
aforethought to damage Ms. Hampton-Stein economically and
otherwise.  He notes that while Ms. Hampton-Stein is an African-
American woman, she does not currently have any information that
the misconduct toward her has been racially motivated.  She
reserves the right to amend the complaint should she ascertain
that the Defendants' motives were racial in nature.

The Defendants' sole intention in initiating their undisputed acts
of malice toward Ms. Hampton-Stein was and continues to be their
intention of emotionally and economically injuring and hurting
her, who has experienced economic injuries in excess of
$100,000,000 directly due to the Defendants' conspiratorial acts
and emotional injuries in a sum according to proof at the time of
trial, Mr. Armpriester alleges.  He adds that the abuses against
Ms. Hampton-Stein were and continue to be done by Messrs. Katz and
Kairis and Jones Day for two reasons:

  (1) a continuing and ongoing desire to injure her, and an
      equally strong desire to "bill their time"; and

  (2) obtain the money the Defendants can get whilst involved in
      their billing frenzy.

Mr. Armpriester further alleges that the purposes of the
Defendants' conspiracy are to breach contracts between National
Century and Ms. Hampton-Stein, to rob her of her consideration
under written contracts, and to extra-judicially invade her
privacy, among others.  He points out that in her settlement
agreement with the Debtors and others, National Century made
numerous contractual commitments to her and others to induce her
to provide ongoing consideration to National Century for the
company to perfect its interest in a $100,000,000 asset she
previously purchased from the company.

"Had Plaintiff known NCFE did not intend to honor the settlement
agreement, Plaintiff would have never entered into the agreement,"
Mr. Armpriester asserts.  "Plaintiff's sole purpose in entering
into the settlement agreement was to be done with Defendants NCFE
and Kairis, whom Plaintiff did not wish to be involved in any
further," he adds.

Ms. Hampton-Stein demands trial by jury on all matters and
judgment in her Florida Lawsuit:

  -- on malicious prosecution, for damages against National
     Century, Messrs. Katz and Kairis, and Jones Day in the
     principal amount of $5,000,000 plus interest and costs;

  -- on breach of contract, for damages against National
     Century, Messrs. Katz and Kairis, and Jones Day in the
     principal amount of $100,000,000 plus interest and costs;

  -- on invasion of privacy, for damages against National
     Century, Messrs. Katz and Kairis, and Jones Day in the
     principal amount of $1,000,000 plus interest and costs;

  -- on intentional infliction of emotional distress, for
     damages against all Defendants in the principal amount of
     $1,000,000 plus interest and costs;

  -- on slander of title, for damages against National Century,
     Messrs. Katz and Kairis, and Jones Day in the principal
     amount to be proven at trial, plus interest, costs and
     attorney fees consistent with Glusman v. Lieberman, 2S5
     So.2d 29, 31 (Fla. 4th DCA 1973):

  -- on tortious interference with business relationship, for
     damages against all Defendants in the principal amount of
     $2,000,000 plus interest and costs; and

  -- on any and all counts as permitted by law, for reasonable
     attorney's fees incurred and to be incurred in prosecuting
     the action.

Ms. Hampton-Stein subsequently amended her complaint to add
certain defendants, including Barbara Poulsen, NCFE's founder and
former CEO.

            Court Denies Remand of Florida Lawsuit

Defendants Erwin I. Katz, Ltd., Erwin I. Katz, Jones Day and
Matthew Kairis, pursuant to Sections 1332, 1441 and 1446 of the
Judiciary and Judicial Procedures Code, have notified parties of
the removal of the Florida Lawsuit from the Circuit Court to the
U.S. Bankruptcy Court for the Southern District of Florida and
subsequently to the U.S. District Court for the Southern District
of Florida, citing among other things, diversity of citizenship
amongst the parties.

Florida District Court Judge James I. Cohn denied a request filed
by Ms. Hampton-Stein to remand the Florida Lawsuit back to the
Circuit Court.  In a separate order, Judge Cohn transferred the
Florida Lawsuit to the U.S. Bankruptcy Court for the Southern
District of Ohio.  All pending motions in the Florida District
Court were, hence, denied as moot, and the case closed.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: Trustee Counters With Own Suit vs. Hampton-Stein
------------------------------------------------------------------
The Ohio bankruptcy professionals of National Century Financial
Enterprises, Inc.'s bankruptcy cases -- the Unencumbered Assets
Trust, Erwin I. Katz Ltd., Erwin I. Katz, Jones Day, and Matthew
A. Kairis, Esq. -- commenced an adversary proceeding against
Tracey Hampton-Stein seeking to enjoin her from prosecuting a
lawsuit in Florida against the Ohio Bankruptcy Professionals, less
the UAT.

On April 27, 2009, Ms. Hampton-Stein filed a complaint in the
Circuit Court for Palm Beach County, in Florida, alleging that the
Ohio Bankruptcy Professionals, less the UAT -- the Florida
Defendants -- committed numerous torts and breached a prepetition
settlement agreement among the Debtors, Ms. Hampton-Stein, her
husband Mitchell Stein and others.  The Florida Defendants
subsequently removed the Florida Lawsuit to the Florida Bankruptcy
Court because the Florida Lawsuit arises in, under and related to
the bankruptcy cases.  Eventually, they removed the Florida
Lawsuit to the U.S. District Court for the Southern District of
Florida, and filed a motion to transfer venue from the Florida
Court to the U.S. Bankruptcy Court for the Southern District of
Ohio.

Shawn J. Organ, Esq., at Jones Day, in Columbus, Ohio, contends
that the Florida Lawsuit against the Florida Defendants plainly
violates the Supreme Court's doctrine in Barton v. Barbour, 104
U.S. 126, 26 L.Ed. 672 (1881).  Under the Barton Doctrine, he
asserts, Ms. Hampton-Stein was required to ask the Bankruptcy
Court for leave before bringing any action against the Florida
Defendants, and she did not.  Consequently, the Florida Lawsuit
should be enjoined, he continues.

At bottom, Mr. Organ alleges, the Florida Lawsuit relates solely
to the Ohio Bankruptcy Professionals' prosecution of a
$3.5 million preference action against Ms. Stein and others in the
Bankruptcy Court, and the Ohio Bankruptcy Professionals' ongoing
attempts to collect that judgment for the benefit of certain
creditors in the bankruptcy cases.

Mr. Organ further contends that the Florida Lawsuit will
irreparably harm, and threaten the integrity of, the Debtors'
bankruptcy estates by, among other things, complicating and
burdening the administration of the estates, threatening to drain
the estate of its resources, and creating the risk of inconsistent
judgment.

Accordingly, the Ohio Bankruptcy Professionals ask the Ohio
Bankruptcy Court to enter judgment:

  (a) enjoining Ms. Hampton-Stein from prosecuting the Florida
      Lawsuit against the Ohio Bankruptcy Professionals;

  (b) awarding the Ohio Bankruptcy Professionals damages
      incurred as a result of the Florida Lawsuit, including
      attorneys' fees, costs and interest; and

  (c) a declaration that the Ohio Bankruptcy Court retained
      jurisdiction over the Florida Lawsuit in the Debtors'
      confirmed plan of liquidation.

           Ohio Bankruptcy Professionals Seek TRO

The Ohio Bankruptcy Professionals ask the Ohio Bankruptcy Court to
issue an expedited temporary restraining order and preliminary
injunction enjoining Ms. Hampton-Stein from pursuing the Florida
Lawsuit in the Ohio Bankruptcy Court, and the Ohio Bankruptcy
Professionals' ongoing attempts to collect the judgment against
Mr. Stein and SWAB Financial, LLC, for the benefit of certain
creditors in the bankruptcy cases.

The Ohio Bankruptcy Professionals also asked for an expedited
hearing on their request, which the Ohio Bankruptcy Court denied
finding that no good cause has been established for the necessity
of conducting an expedited hearing.  The Ohio Bankruptcy Court,
finding consideration of the matter to be premature in light of
the removal of the Florida Lawsuit, deferred a ruling on the TRO
Motion.

            Plaintiffs Seek Preliminary Injunction

In direct response to the Ohio Bankruptcy Court's deferral of
ruling on the TRO Motion, the Ohio Bankruptcy Professionals relate
that that Ms. Hampton-Stein and her counsel have brazenly filed a
second lawsuit in Florida state court, effectively thumbing her
nose at the Ohio Bankruptcy Court's exclusive jurisdiction.  They
note that her latest lawsuit names two new defendants -- Lisa Hill
Fenning, apparently for her representation of certain plaintiffs
in the adversary proceeding, and Charles Throckmorton, another
attorney representing the UAT.

"This wasteful and vexatious conduct must be stopped," Mr. Organ
contends.  Hence, the Ohio Bankruptcy Professionals ask the Ohio
Bankruptcy Court to issue an immediate temporary restraining order
and preliminary injunction enjoining Ms. Hampton-Stein from
pursuing the Second Lawsuit, which seeks, among other things, "an
order setting aside the entire NCFE Bankruptcy proceeding."

                         *     *     *

The Ohio Bankruptcy Court granted the second TRO Motion, and
enjoined Ms. Hampton-Stein from prosecuting the Second Lawsuit.

"The Court finds that the Plaintiffs have demonstrated that
irreparable injury -- injury that would not be fully compensable
by monetary damages -- is likely in the absence of a preliminary
injunction," Judge Hoffman said.  He noted that the Second Lawsuit
would require the Florida Defendants to defend the actions they
have taken on behalf of the bankruptcy estates, thus, there is a
risk that the Florida Defendants will be distracted by the Second
Lawsuit from their duties to the creditors of the Debtors'
estates.  He added that if the Florida District Court were to
grant her what she seeks, Ms. Hampton-Stein's Second Lawsuit could
lead to "an order setting aside the entire NCFE Bankruptcy
proceeding . . . ."

In his 12-page memorandum and order, Judge Hoffman maintained that
by asking a court other than the Ohio Bankruptcy Court to revoke
the Debtors' Plan, Ms. Hampton-Stein "threatens to directly
contravene the Confirmation Order and transactions effectuated
thereunder.  Such harm would be an affront to this Court's
jurisdiction and would not be compensable with monetary damages."

"Finally, the Court concludes that the public interest would be
served by the issuance of a preliminary injunction," Judge Hoffman
said.  "The public interest is served by allowing bankruptcy
courts to retain control over the administration of the bankruptcy
estates.  Preliminary injunctive relief here will allow the Court
to retain control over the administration of NCFE Debtors'
bankruptcy estates," he added.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NORTEL NETWORKS: Reaches Settlement with Testing House Mexico
-------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
settlement of claims with Testing House de Mexico S de RL de CV.

Testing House is a Mexican company that provides test fixtures to
NNI and its manufacturers, which are being used to test Nortel
products.

Under the deal, Testing House will be granted a general unsecured
claim for $171,080, and an administrative expense claim for
$66,390 for goods and services it provided to NNI before the
Petition Date.  In return, Testing House will released certain
testing fixtures which it previously refused to deliver to NNI,
and will perform engineering adjustments to other fixtures
purchased by NNI.


                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Settles Claims with First Communications
---------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
settlement agreement it entered into with First Communications
Inc.

The Parties seek to enter into the Accord to settle First
Communications' claims for indemnification under the agreements
inked by the stockholders of First Communications and GCI
Globalcom Holdings Inc.  NNI is one of the corporate stockholders
of GCI Globalcom.

First Communications asserted an indemnification claim, alleging
damages of $15 million related to installation and implementation
errors in GCI's billing system, and another claim related to an
employment dispute with Erick Heinz for termination without
proper notice or severance pay.  NNI's potential liability is
about $10 million.

Under the settlement deal, NNI is required to pay $155,400 to
First Communication and will receive $77,700 from the escrow,
which was put up under the agreements to indemnify First
Communication against liabilities.  NNI and First Communications
also agree to release each other from all claims.

The Court will convene a hearing on the proposed settlement on
July 28, 2009.  Creditors and other concerned parties have until
July 21 to file their objections.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Court Approves Crossroads Settlement
-----------------------------------------------------
Before the Petition Date, Nortel Networks Inc. entered into a
number of agreements with Crossroads Wireless, Inc., and
Crossroads Holding, LLC.  The contracts include a purchase and
license agreement dated June 30, 2008, with Crossroads Holding,
and a security agreement dated August 13, 2008, with both
Crossroads Entities.

Under the Agreements, Crossroads Wireless and Crossroads Holding
granted NNI interest in certain equipment they ordered from NNI
as well as in some of their spectrum licenses to further secure
their obligations to NNI.  As a result, NNI holds secured claims
against the Crossroads Entities that are secured by property in
which the Crossroads Entities assert an interest.

On February 13, 2009, Crossroads Holding became the subject of an
involuntary petition under Chapter 7 of the Bankruptcy Code.  The
case was eventually converted to one under Chapter 11 pursuant to
an order issued by the U.S. Bankruptcy Court for the Western
District of Oklahoma.  In the same month, Crossroads Wireless
filed a voluntary petition under Chapter 11.  In its schedules of
assets and liabilities, Crossroads Wireless disputed NNI's
security interests in spectrum licenses.

In light of their Chapter 11 bankruptcy cases, the Crossroads
Entities held negotiations with the Debtors to discuss the
resolution of their dispute and have subsequently entered into a
stipulation.  Under the stipulation, Crossroads Wireless and
Crossroads Holding agree to:

  (i) transfer to NNI all rights, title and interest in the
      Equipment, free and clear of any interest of any entity
      other than the Norte1 companies;

(ii) ask the U.S. Bankruptcy Court for the District of Delaware
      to order immediate delivery to NNI of the equipment held
      by any party; and

(iii) release all claims they have or may have against NNI.

In exchange, NNI agree to release all claims it has or may have
against the Crossroad Entities, including its claims to a
security interest in any spectrum licenses, and to accept and
acknowledge the transfer as full satisfaction of its claims
against the Crossroads Entities.

Andrew Remming, Esq. at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, relates that while NNI is prepared to
litigate the dispute, litigation costs can be expensive and there
is no assurance it would achieve a better result for NNI than the
one achieved under the stipulation.  "The anticipated costs to
NNI in pursuing a claim are high in light of the limited
additional upside that could be gained from pursuing the claim
compared to the stipulation.  Litigation to pursue the issues
otherwise resolved by the stipulation would result in the
expenditure of substantial legal fees," Mr. Reming says.

The Bankruptcy Court has approved the stipulation.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Disability Benefits For Employees May Be Cut Off
-----------------------------------------------------------------
Employees on long-term disability are among the latest victims of
Nortel Networks Corporation, whose benefits may be cut off if the
company does not emerge intact from bankruptcy protection, the
Financial Post reported.

News that their benefits are not insured by an insurance company
but are instead being paid through Nortel's own trust came as a
shock to more than 400 Nortel employees, who are entitled to
receive long-term disability or LTD payments.

Susan Kennedy, a Nortel employee who formed a committee to seek
representation at the hearings, told the Financial Post that her
benefits were not insured by Sun Life Assurance Co. of Canada,
the insurance company issuing her checks, and that payments for
her long-term disability have been made from a Nortel Health and
Welfare Trust.  She said that Sun Life was simply administering
benefits on Nortel's behalf.  Ms. Kennedy said that although
Nortel has always had a self-insurance policy, it was never made
clear to her that the company had no insurance to cover its
liabilities.

The Financial Post relates that Nortel's benefits package has put
the spotlight the problem of "administrative services only"
arrangements.  Under these arrangements, companies can create
their own trusts to provide benefits directly to employees and
use insurance companies to simply administer those benefits.  The
practice serves as a way for companies to reduce the cost of
providing benefits, but puts employees at risk when the companies
are in financial trouble, the news source points out.

If Nortel is liquidated, the employees will be deemed unsecured
creditors and will have to wait in line with bondholders to get a
distribution of their claims, the Financial Post notes.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORWOOD PROMOTIONAL: To Assign Art Licensing Contracts to Bic
-------------------------------------------------------------
NPPI Holdings Inc., formerly known as Norwood Promotional Products
Holdings Inc., asked the U.S. Bankruptcy Court for the District of
Delaware for permission to assign and allow the buyer of its
business to take over licensing contracts to certain portfolios of
rights in art.

NPPI had sold its business for $123 million Brickyard Acquisition,
LLC, a unit of pen and lighter maker Societe Bic SA.

Norwood Promotional Products -- http://www.norwood.com/-- was an
industry leading supplier of imprinted promotional products.  The
Company offered nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.

Norwood Promotional Products Holdings Inc. changed its formal name
to NPPI Holdings Inc. following the sale of its assets.  Norwood
sold its business, including its name, for $123 million to a unit
of pen and lighter maker Societe Bic SA.


NORWOOD PROMOTIONAL: Wants Plan Filing Deadline Moved to Dec. 1
---------------------------------------------------------------
NPPI Holdings Inc., formerly known as Norwood Promotional Products
Holdings Inc., has sold its assets.  Now it is asking the U.S.
Bankruptcy Court for the District of Delaware to extend its
exclusive period to file a Chapter 11 plan until Dec. 1, 2009, and
the period to solicit acceptances of that plan until Jan. 28,
2010.

NPPI said that given that the closing to the sale has closed,
"there is no reason to believe that the Debtors will not be able
to efficiently conclude the Chapter 11 cases."

An extension, however, will provide them time to negotiate the
terms of a Chapter 11 plan with the official committee of
unsecured creditors and other stakeholders.

Norwood Promotional Products -- http://www.norwood.com/-- was an
industry leading supplier of imprinted promotional products.  The
Company offered nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.

Norwood Promotional Products Holdings Inc. changed its formal name
to NPPI Holdings Inc. following the sale of its assets.  Norwood
sold its business, including its name, for $123 million to a unit
of pen and lighter maker Societe Bic SA.


OPUS EAST: Can Continue Operations Through January 2010
-------------------------------------------------------
Opus East LLC and its affiliates got Court approval, through
their Chapter 7 Trustee, to continue to operate their businesses
through and including January 8, 2010, subject to an earlier
termination or extension upon request of the Chapter 7 Trustee or
Bank of America, N.A.

BofA is the successor in interest to LaSalle Bank National
Association as administrative agent and certain lenders who
extended a $68 million loan to the Opus East Entities in 2006 for
the construction and development of certain improvements in an
urban office-retail building located at 100 M Street SE, in
Washington, D.C.  The Office Building Project is primarily
developed by Opus East affiliate, 100 M St. SE, L.L.C.  By virtue
of the Construction Loan, BofA holds a first priority claim
secured by a lien on all of Opus East's property, including the
Office Building Project.

The Chapter 7 Trustee is also authorized to use BofA's Cash
Collateral through August 15, 2009, subject to further
extensions.

In exchange for BofA's consent for the use of its Cash
Collateral, the Court granted BofA adequate protection by
directing the Chapter 7 Trustee to engage Douglas Wilson
Companies as the sole manager of the Office Building Project.
The Project Manager is granted access and will take possession of
the Construction Assets related to the Project; and is tasked to
manage, preserve, protect and maintain the Office Building
Property in a reasonable manner.

Opus East LLC and five of its affiliates commenced Chapter 7
liquidation proceedings in the U.S. Bankruptcy Court for the
District of Delaware on July 1, 2009.

Opus Corp. is the parent company of the Opus East Entities.
Bizjournals.com quoted Opus Corp. Chairman and CEO Mark
Rauenhorst as saying that "declining real estate values and tight
credit markets continue to impede the refinancing of assets and
restructuring of lending agreements" and thus, they have decided
to "liquidate Opus East's portfolio."  According to
Bizjournals.com, Opus East's finances have been dragged down by
its $35 million investment in constructing the National Oceanic
and Atmospheric Administration Center for Climate and Weather
Prediction project in College Park.  Opus East, Bizjournals.com
relates, said that it hasn't been paid by the General Services
Administration and has abandoned the unfinished federal building.
Citing Opus Corp., Bizjournals.com says that Opus East
encountered problems with its finished 100 M St. SE offices
project when failed to close a deal with its contracted buyer,
MayfieldGentry Realty Advisors LLC.  The report quoted Opus Corp.
spokesperson Winston Hewett as saying, "100 M St. is part of the
bankruptcy filing as it stands.  That means MayfieldGentry was
not able to have resolution with their lender."

The Opus East affiliates that also filed for liquidation are 100
M St. SE, L.L.C.; APG I, L.L.C.; APG II, L.L.C.; Apple Valley II,
L.L.C.; Mercer Corporate Center, L.L.C.

Jeoffrey L. Burtch is the appointed Chapter 7 Trustee of the Opus
East liquidation proceedings.

Rockville-based Opus East LLC has developed more than
13.3 million square feet of space since starting operations in
1994.  In its Schedules filed together with its Chapter 7
petition, Opus East LLC listed $237.9 million in assets and
$501.7 million in liabilities.  Specifically, the Company
scheduled $386 million in secured claims, $114 million in
unsecured non-priority claims, and $328,000 in unsecured priority
claims.

Opus East also filed a 200+ page list of creditors with the
Court, which include CB Richard Ellis Inc. in Baltimore; Century
Engineering; the Economic Alliance of Greater Baltimore; KLNB
LLC; American Office Equipment Co. Inc.; Miles & Stockbridge;
Ober, Kaler, Grimes & Shriver; Rummel, Klepper & Kahl LLP; Johns
Hopkins University; Colliers Pinkard; the Greater Baltimore
Committee; and Citizens Bank of Pennsylvania.

Opus East is represented by Sandra G.M. Selzer, Esq., and Scott
D. Cousins, of Greenberg Traurig LLP; and John D. McLaughlin,
Jr., Esq., of Young, Conaway, Stargatt & Taylor LLP.

In mid-July 2009, the Chapter 7 Trustee notified the Court that
he has discovered assets of the Opus East Debtors and thus,
clarified that the cases are "Asset Cases."  From these assets, a
dividend might possibly be paid to creditors.  Moreover, at the
behest of the Chapter 7 Trustee, the Clerk of the Bankruptcy
Court has notified creditors that they have until October 14,
2009, to file a proof of claim in order to share in any
distribution of the Opus East assets.

The U.S. Trustee for Region 3 concluded a meeting of the Opus
East Entities' creditors on July 22, 2009.  The meeting, as
required under Section 341(a) of the Bankruptcy Code, offered the
one opportunity for the creditors to question a responsible
office of the Debtors under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.


OPUS WEST: Court Approves Cash Collateral Use on Final Basis
------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
District of Northern Texas grants Debtor Opus West LP, on a final
basis, access to the cash collateral of Guaranty Bank with
respect to OWLP's real estate project commonly known as 121
Lakepointe Project.

OWLP is permitted to use the Cash Collateral for ordinary course
of business expenses in accordance with the prepared budget.

The proposed adequate protection for Guaranty Bank's benefit is
also approved in its entirety.

A full-text copy of the Final Cash Collateral Order is available
for free at:

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

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Court Okays Auction for Properties, 44 SPEs
------------------------------------------------------
In separate orders, Judge Harlin DeWayne Hale approved the
proposed bidding procedures to govern the sale of the Opus West
Corp. and its affiliates' seven properties and interests in 44
special purpose entities.

list of the Properties and Entities is available for free at:

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

The Debtors will solicit bids for the Properties and Interests
individually and may solicit bids for groups of the Properties
and Interests, provided that any Group Bid made by a qualified
bidder will detail the allocation of the gross bid price among
the individual Property or individual Interest covered by the
Group Bid.

The Bid Deadline for the Assets to be sold is August 21, 2009.
If more than one Qualified Bid is received, the Debtors will
conduct an auction on August 26, 2009.

The Debtors are authorized to reject any bid or offer made by a
potential bidder in the exercise of their reasonable business
judgment.

The Debtors contemplate a closing of the sales no later than
August 31, 2009.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Court Approves Auction for Interests in Arborwest
------------------------------------------------------------
Judge Harlin DeWayne Hale approves the proposed bidding procedures
to govern the sale of Opus West Corporation's interests in
Arbowest LLC, subject to higher and better bids.

The Court's order is also subject to reconsideration of the
Break-Up Fee under Section 328 of the Bankruptcy Code.  Under the
Debtor's Motion to Sell, the Break-Up Fee proposed to be entitled
to the stalking horse bidder is equal to 3% of the purchase
price.

Any party interested in making bids for the Arbowest Interests
have until August 21, 2009, to file a competing bid.

If more than one Qualified Bid is received, the Debtor will
conduct an auction on August 27, 2009.

The Court will convene a final hearing on the Debtor's request on
August 31, 2009.  Objections to the request must be filed no
later than August 28.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Creditors Committee Down to Three Members
----------------------------------------------------
William T. Neary, the United States Trustee for Region 6, has
reduced the four-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of Opus West Corporation and its debtor
affiliates to three members.

The three Committee members are:

  (1) Rob Jones
      Ennis Steel Industries, Inc.
      204 Metro Park Blvd.
      Ennis, TX 75119
      Tel no.: (972)878-0400
      Fax no.: (972) 878-9563
      rob@ennissteel.com

  (2) Nelson R. Braddy, Jr.
      King of Texas Roofing Company, L.P.
      307 E. Gilbert Circle
      Grand Prairie, TX 75050-6579
      Tel no.: (972) 399-0003
      Fax no.: (972) 313-1421
      nelson@kingoftexas.com

  (3) Rick L. Murphey
      R. L. Murphey Commercial Roof Systems, L.P.
      5699 N. Dardeman Road
      P.O. Box 36
      Justin, TX 76247
      Tel no.: (940) 648-9617
      Fax no.: (940) 648-9627
      rmurphey@rlmurphey.com

The Creditors Committee has the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  It may investigate the Debtors' business and
financial affairs.  Importantly, the Creditors Committee serves
as fiduciaries to the general population of creditors it
represents.

The Creditors Committee may also negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Creditors Committee may ask the Bankruptcy Court to replace
management with an independent trustee.  If the panel concludes
reorganization of the Debtor is impossible, it may urge the
Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


PACIFIC NORTHSTAR: Files for Protection in California
-----------------------------------------------------
Pacific Northstar Property Group LLC filed for Chapter 11
protection before the U.S. Bankruptcy Court for the Central
District of California, in Los Angeles, without giving a reason.

The Debtor has $1 million to $10 million in assets and $10 million
to $50 million in debts, according to the petition.

On top of its list of 20 largest unsecured creditor is Auckland,
New Zealand-based Fiduciaire Gestion Trust, which is owed $5.8
million for a loan.  Other creditors include individuals in
Switzerland, law and accounting firms, and automobile leasing
companies, the filing said.

Pacific Northstar Property Group LLC is  a Beverly Hills,
California, real estate company.  It is a Pacific Northstar
Holdings Inc.

Pacific Northstar Property Group, LLC, filed for Chapter 11 on
July 28, 2009 (Bankr. C.D. Calif. Case No. 09-29495).  David B.
Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP,
represents the Debtor.


PLIANT CORP: Lenders Block Vote on Apollo's Chapter 11 Plan
-----------------------------------------------------------
Pliant Corp.'s senior lenders have pushed back at unsecured
creditors' and Apollo Management's efforts to go ahead with a vote
on Apollo's reorganization plan for the Debtors, arguing that the
case should be stayed while Pliant appeals the termination of its
exclusivity period, according to Law360.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


POLAROID CORP: Can Employ Bingham McCutchen as Tax Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
granted PBE Corporation, formerly known as Polaroid Corporation,
and its affiliated debtors, authority to employ Bingham McCutchen
as ordinary course tax counsel for the Debtors, effective
January 1, 2009.  Bingham's services will include finalizing an
appeal of federal income tax assessments that the Debtors believe
will result in a refund paid to the estates and will likely
resolve a pending income tax appeal before the Massachusetts
Department of Revenue in favor of the Debtors.

The Debtors are authorized to pay 80% of Bingham's fees and 100%
of Bingham'e expenses.

The Debtors believe that neither Bingham nor any of its employees
have any adverse connection with the Debtors, the United States
Trustee and andy employees of the United States Trustee, creditors
of the Debtors or any other party in interest.  To the best of the
Debtors' knowledge, Bingham is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on Oct. 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


POLAROID CORP: Can Sell ID Business to PCID for $1.3 Million
------------------------------------------------------------
The U.S. Bankrupty Court for the District of Minnesota has granted
PBE Corporation, formerly known as Polaroid Corporation, and its
affiliated debtors, authority to sell all assets related to the
their commercial ID business to PCID, LLC, an Indiana limited
liability company.

The Debtors' commercial ID business is as division of PBE
Corporation and operates from facilities in Fort Wayne, Indiana.
According to the Debtors, commercial ID products are used for
various identification needs, including employee ID's, student
ID's, voter programs, and national ID's.   Commercial ID products
also include producing gift/loyalty cards, membership cards,
employee time cards and visitor badges.

In consideration of the ID assets and in addition to assumption of
the assumed liabilities, PCID will pay to the Debtors an initial
payment of $1,341,650, plus or minus an adjustment amount.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on October 11, 2008
(Bankr. D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq.,
at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


POLAROID CORP: Can Use Cash of $1.4 Million Until August 30
-----------------------------------------------------------
The U.S. Bankrupty Court for the District of Minnesota has granted
PBE Corporation, formerly known as Polaroid Corporation, and its
affiliated debtors, authority to use cash, including cash
collateral in which potentially Petters Company, Inc., Petters
Capital LLC, Petters Company, LLC, each claim an interest, through
and including  August 30, 2009, and additionally, are authorized
to utilize letters of credit deposit refunds and miscellaneous
cash in the amount of $1.4 million.

The Debtors are not authorized to use cash collateral other than
the LC deposit refunds and miscellaneous cash.

In papers filed with the Court, the Debtors said it will use the
cash collateral to further wind-down operations, sell remaining
assets, preserve corporate records and documents and administer
these estates.

As adequate protection, and solely to the extent of the Debtors'
use of cash collateral in which Petters Creditors, as well as
Acorn Capital Group, LLC, PAC Funding, LLC, RWB Services, LLC and
Ritchie Capital Management, L.L.C., Ritchie Special Credit
Investments, Ltd., Rhone Holdings II, Ltd., Yorkville Investments
I, L.L.C., and Ritchie Capital Structure Arbitrage Trading, Ltd.,
claim or may claim an interest, including the Debtors' previous
use of Settlement Proceeds in the amount of approximately $700,000
in which Acorn was previously granted a postpetition replacement
lien as adequate protection of its interests, said parties are
granted replacement liens in all assets of the Debtors, including
but not limited to avoidance causes of action under chapter 5 of
the Bankruptcy Code.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on Oct. 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PQ CORP: S&P Changes Outlook to Negative; Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on PQ Corp. to negative from stable.  S&P affirmed all
ratings on the company, including the 'B' corporate credit rating.

"The outlook revision reflects S&P's expectation that debt
leverage will remain high at year-end 2009 when leverage-based
financial covenants become applicable," said Standard & Poor's
credit analyst Paul Kurias.  "Consequently, S&P expects the EBITDA
cushion under the company's senior secured leverage covenant, in
particular, to be low in the single-digit percentage levels."

S&P also believes credit metrics will remain weak in 2009 relative
to expectations at the current ratings.  Although S&P expects
EBITDA to improve on a sequential basis in 2009 relative to the
$47 million achieved in the first quarter, S&P does not expect
this EBITDA growth to be sufficient to improve credit metrics to
levels appropriate for the rating at year-end.  S&P's expectation
is for year-end leverage to still be high at approximately 9x and
for the key credit metric of funds from operations (FFO) to total
debt to be at about 5%.  S&P also notes that the company's
liquidity, which consists mainly of about $70 million of cash
balances as of March 31, 2009, is lower than levels achieved in
the recent past, though the company's operations are not typically
subject to major working capital swings.

"S&P's concerns are somewhat offset by S&P's expectation that the
company's business strengths, including its pricing capability,
will offset some of the weakness in the operating environment and
result in continuing growth in earnings beyond 2009," said Mr.
Kurias.  "This could improve cushions under covenants beginning
mid-2010, following expected low points at year-end 2009 and early
2010."

S&P's ratings on PQ reflect the company's highly leveraged
financial profile, including a very aggressive financial policy,
and a fair business position.

Malvern, Pa.-based PQ is a specialty chemical producer with more
than $1 billion in sales in 2008.


PROSPECT MEDICAL: S&P Raises Counterparty Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit rating on Los Angeles-based Prospect Medical
Holdings Inc. and removed it from CreditWatch, where it was placed
on April 6, 2009.

Standard & Poor's also said that the outlook on Prospect Medical
is stable.

"The upgrade reflects Prospect Medical's improved liquidity
following the issuance of five-year $160 million senior secured
notes due July 2014," said Standard & Poor's credit analyst Hema
Singh.  Prospect Medical used the proceeds primarily to refinance
pre-existing lending arrangements.  The rating action also
reflects the company's improved core operating performance on a
trailing-12-month basis through March 31, 2009.

The rating on Prospect Medical reflects its geographic and client
concentrations, evolving business profile, and limited financial
flexibility.  Offsetting factors include its established
competitive position in its Southern California marketplace,
improving cash-flow profile, and enhanced liquidity.

Prospect Medical is a hospital and health care services
organization that conducts business exclusively in Southern
California (Los Angeles, Orange, and San Bernardino Counties),
which constitutes a concentrated geographic presence in a
relatively competitive market.  The company maintains a reasonably
well-established competitive position, but its sources of revenue
are very concentrated.

"The stable outlook reflects S&P's expectation for sustained
underlying financial profile development commensurate with
operating income performance development through the first six
months of the current fiscal year," Ms. Singh added.

For the fiscal years ended 2009 and 2010, S&P expects that
Prospect Medical's revenue will be $380 million-$400 million and
$470 million-$490 million, respectively.  S&P also expects that
adjusted EBITDA and pretax income will be $50 million-$60 million
(a 13% margin) and $15 million-$25 million (a 5% ROR),
respectively, for fiscal 2009 and $65 million-$75 million (a 14%
margin) and $35 million-$45 million (an 8% ROR) for fiscal 2010.

If the company were to achieve these performance metrics, debt to
capital, debt to EBITDA, and interest coverage would likely be
60%-70%, 3.0x-3.5x, and 2.0x-3.0x, respectively, which S&P would
likely view as adequate for the company's credit profile and the
rating category.

Prospect Medical Holdings Inc. has completed a $160 million debt
offering, which has meaningfully improved the company's liquidity
position.

Prospect Medical's financial profile is benefiting from improving
underlying core operating performance.

As a result, S&P has raised the counterparty credit rating to 'B'
from 'B-' and removed it from CreditWatch.

The stable outlook our expectation that the company will able to
sustain the improvements in its operating performance.


PROTOSTAR LTD: Contract Dispute Leads to Chapter 11 Filing
----------------------------------------------------------
ProtoStar Ltd. has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Delaware, listing
$463 million in debt against $528 million in assets.

Bob Van Voris at Bloomberg News reports that ProtoStar said that
it will sell one or both of its satellites -- ProtoStar I and
ProtoStar II.

According to Bloomberg, ProtoStar said that it had to stop
operating ProtoStar I after it received a termination notice in
April from the Intersputnik International Organization of Space
Communications, which has the rights to the satellite's orbital
slot.  Intersputnik claimed that ProtoStar I was interfering with
a nearby satellite, ProtoStar Vice President Cynthia Pelini said
in court documents.

"ProtoStar disputes the validity of the Intersputnik termination
notice,"  Ms. Pelini stated in court documents.  Ms. Pelini said
that the true cause of the termination may have been a conflict
between Intersputnik and Belarus, one of Intersputnik's sponsoring
governments, Bloomberg relates.

Due to the termination of the contract, the satellite is currently
unable to generate any revenue for the ProtoStar, Bloomberg says,
citing the Company.  ProtoStar said that it had $3.1 million in
revenues in 2008.

According to court documents, ProtoStar Chief Financial Officer
Cynthia M. Pelini said that lenders demanded ProtoStar pay off its
debt.  ProtoStar said in court documents that there will be funds
to pay unsecured creditors, which includes the Philippine Long
Distance Telephone Co. as the Company's largest unsecured creditor
with a $27.5 million claim.

Kristina Doss posted on the Wall Street Journal blog, Venture
Capital Dispatch, that ProtoStar was able to negotiate an
arrangement under which the lenders would provide enough financing
to keep the Company's operations going until it sells one or both
of the satellites.  ProtoStar, according to Bloomberg, said that
it has secured $16 million in debtor-in-possession financing for
ProtoStar I and $2 million for ProtoStar II.  Venture Capital
Dispatch says that the loan will come from a group of lenders led
by Wells Fargo.  Venture Capital Dispatch relates that ProtoStar
will also use cash collateral securing claims from secured
noteholders and enter into a multiple draw term loan agreement
with lenders led by Credit Suisse, Cayman Islands Branch.

ProtoStar said that it, along with three subsidiaries are also
filing a related bankruptcy petition in Bermuda, Bloomberg
reports.

Venture Capital Dispatch states that ProtoStar urged the
bankruptcy court to issue an order spelling out the protections
it's entitled to now that it's in Chapter 11, saying that
creditors and counterparties to leases and other contracts "may
not be well-versed" with the U.S. Bankruptcy Code.  ProtoStar
operates in foreign jurisdictions such as Bermuda, Indonesia,
Korea, and Singapore.  Acording to Venture Capital Dispatch,
creditors may be unaware that they can't confiscate ProtoStar
assets located outside the U.S. or terminate accords while the
Company is in bankruptcy.

ProtoStar Ltd. -- http://www.protostarsat.com/-- is a private
company incorporated in Bermuda, with U.S. operations based in San
Francisco, California and Asian operations based in Singapore.  It
operates two satellites providing digital television and broadband
Internet to Asia.  Formed in 2005, ProtoStar is owned by MHR Fund
Management LLC, New Enterprise Associates and Vantage Point
Venture Partners.


PROTOSTAR LTD: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ProtoStar Ltd.
        Canon's Court
        22 Victoria Street
        Hamilton, HM EX, Bermuda

Bankruptcy Case No.: 09-12659

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
ProtoStar Satellite Systems, Inc.                  09-12658
ProtoStar I Ltd.                                   09-12660
ProtoStar II Ltd.                                  09-12661
ProtoStar Development Ltd.                         09-12662
ProtoStar Asia Pte. Ltd.                           09-12663

Chapter 11 Petition Date: July 29, 2009

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

Judge: Mary F. Walrath

Debtors'
Counsel:          Matthew S. Barr, Esq.
                  Glenn S. Gerstell, Esq.
                  Peter K. Newman, Esq.
                  Milbank, Tweed, Hadley & McCloy LLP
                  1 Chase Manhattan Plaza
                  New York, NY 10005
                  T: 212-530-5000
                  F: 212-530-5219
                  http://www.milbank.com/en

Debtor's
Delaware
Counsel:          Laura Davis Jones, Esq.
                    Email: ljones@pszjlaw.com
                  James E. O'Neill, Esq.
                  Kathleen P. Makowski, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Debtors'
Bermuda
Counsel:          Law firm of Appleby

Debtors'
Financial
Advisor &
Investment
Banker:           UBS Securities LLC

Debtors'
Claims and
Noticing
Agent:            Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  T: (866) 381-9100

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

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

As of Dec. 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.

Consolidated List of Creditors Holding
18 Largest Unsecured Claims:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Philippine Long Distance       Trade (Disputed)       $27,500,000
Telephone Company
Ramon Cojuangco Building
Maxati Ave., Makati City
Philippines
Tel: (63)(02)8446654

Agrani Satellite Services      Trade (Disputed)       $8,100,000
Limited
Malad Link Rd.
Mumbai 400064
India
Tel: (91)228235111

ILS International Launch       Trade (Disputed)       $5,719,524
Services, Inc.
1875 Explorer Street, Suite 700
Reston, VA 20190
Tel: (571) 633-7400

Boeing Satellite Systems       Trade (Disputed)       $5,474,421
P.O. Box 92919
Los Angeles, CA 90009
Tel: (310) 364-7017

PT Media Citra Indostar        Trade (Disputed)       $5,000,000
& PT MNC Skyvision
(Indovision)
Jalan Raya Ranjan Blok Z II
Jakarta 11520, Indonesia
Tel: (62)(21)5828000

Arianespace                    Trade (Disputed)       $4,000,000

Space Systems/Loral            Trade (Disputed)       $3,629,096

Integral Systems Inc.          Trade (Disputed)       $2,470,392

SingTel                        Trade (Disputed)       $1,045,022

Aon Risk Services              Trade (Disputed)         $349,287

Videocon                       Trade (Disputed)         $315,030

Linklaters Allen &
Gledhi                         Services (Disputed)      $106,904

Cox Hallett Wilkinson          Trade (Disputed)         $100,000

Logitech                       Trade (Disputed)          $75,600

Sidley Austin LLP              Services (Disputed)       $55,000

Steven Dorfman                 Trade (Disputed)          $28,000

Jun Shen                       Trade (Disputed)          $20,034

Venable LLP                    Services (Disputed)       $10,634

Trianz                         Services (Disputed)        $5,466

A list of ProtoStar Ltd.'s petition and 20 largest unsecured
creditors is available for free at:

             http://bankrupt.com/misc/deb09-12659.pdf

The petition was signed by Cynthia M. Pelini, chief financial
officer of the Company.


R-C BUSINESS TRUST: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: R-C Business Trust an irrevocable trust dtd 1-1-2009
        39572 Avenida Bonita
        Murrieta, CA 92562

Bankruptcy Case No.: 09-27182

Chapter 11 Petition Date: July 29, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Vance F. Van Kolken, Esq.
                  PO Box 390696
                  Anza, CA 92539
                  Tel: (951) 763-2114

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
10 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-27182.pdf

The petition was signed by Barry Blythe, trustee of the Company.


RAINBOW 215: Files for Chapter 11 Protection in Nevada
------------------------------------------------------
Rainbow 215 LLC filed for Chapter 11 before the U.S. Bankruptcy
Court for the District of Nevada.

Real property owned by Rainbow 215 is worth $16 million. The
primary asset is a 43,000-square-foot shopping center
located at 6870 South Rainbow in Las Vegas.

Secured claims on the estate total $10,4 million court
files revealed, according to Carla Main at Bloomberg News.

Rainbow 215 LLC is a single-asset real estate company.  Alireza
Kevah Family Trust and JPA Investments LLP, each holds a 50%
equity interest.

The Company filed for Chapter 11 on July 27, 2009 (Bankr. D. Nev.
Case No. 09-23414).  David Mincin, Esq., at Law Offices Of Richard
Mcknight, P.C., serves as counsel.  A court filing says it has
assets of $16,883,500 against debts of $11,327,730.


RATHGIBSON INC: Files Schedules of Assets and Liabilities
---------------------------------------------------------
RathGibson, Inc., et al., filed with the U.S. Bankruptcy Court for
the District of Delaware, their schedules of assets and
liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  RathGibson, Inc.              $106,577,888    $285,932,128
  Greenville Tube Company        $22,911,438    $264,943,626
  RGCH Holdings Corp.                Unknown    $205,499,752
  RG Tube Holdings LLC              $721,235         Unknown

Copies of RathGibson, Inc., et al.'s schedules of assets and
liabilities are available at:

  http://bankrupt.com/misc/rathgibsoninc.SAL.pdf
  http://bankrupt.com/misc/greenvilletubecompany.SAL.pdf
  http://bankrupt.com/misc/rgchholdings.SAL.pdf
  http://bankrupt.com/misc/rgtubeholdings.SAL.pdf

                          About RathGibson

Based in Lincolnshire, Illinois, RathGibson, Inc. --
http://www.RathGibson.com/,http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  The petition says that Rathgibson has assets and debts
of $100 million to $500 million.

Attorneys at Stroock & Stroock & Lavan LLP and Richards, Layton &
Finger P.A., represent an ad hoc committee of certain holders of
Senior Notes.  Scott Welkis, Esq., at Stroock & Stroock & Lavan
also represents Wilmington Trust FSB, as administrative agent.


REFCO LLC: Ex-Lawyer Joseph Collins Found Guilty of Fraud
---------------------------------------------------------
After a nine-week trial, Joseph P. Collins, Refco Inc.'s
principal outside counsel and former senior partner at Mayer
Brown LLP, in Chicago, Illinois, was convicted by a federal jury
in the U.S. District Court for the Southern District of New York
(Manhattan) for his role in the massive scheme to defraud
investors of $2.4 billion.

The decision, entered on July 10, 2009, found Mr. Collins guilty
of five of the 14 counts with which he was charged, including two
counts of securities fraud, one count of conspiracy and two
counts of wire fraud.  A mistrial was declared on nine other
counts, according to the Wall Street Journal.

According to the report, the jury was deadlocked 11-1 on the
remaining nine counts, and the juror who complained to the Court
was the holdout.

To recall, Mr. Collins was accused of conspiracy, securities
fraud, bank fraud, wire fraud and lying to the Securities and
Exchange Commission for concealing Refco's financial condition in
connection with the company's bankruptcy.  He was said to have
helped former Refco Chief Executive Phillip R. Bennett and other
individuals hide the commodity broker's dismal financial picture,
including hundreds of millions of dollars of undisclosed debt.

The government specifically charged Mr. Collins of assisting Mr.
Bennett engage in transactions that transferred losses and
certain expenses off Refco's books to Refco Group Holdings Inc.,
a company controlled by Mr. Bennett and others.

As a result, the Company's banks, auditors and investors didn't
have a true financial picture of the company, including private-
equity firm Thomas H. Lee Partners, which engaged in a leveraged
buyout of Refco in 2004.  Refco sought bankruptcy protection in
2005, soon after the Company had discovered $430 million in debt
owed to Refco Group Holdings.

Mr. Collins made $40 million for his law firm as Refco's outside
lawyer and that gave him incentive to lie, starting in 1997, the
government had noted.

Mr. Bennett pleaded guilty to securities fraud and other charges
in 2008, and was sentenced to 16 years in prison over a 20-count
indictment.

Collins, however, pleaded not guilty.

Mr. Collins is facing up to 20 years in prison, and is scheduled
to be sentenced on November 3, 2009.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO LLC: Lead Plaintiffs Appeal Ruling in Securities Class Suit
-----------------------------------------------------------------
To recall, Judge Gerard E. Lynch of the U.S. District Court for
the Southern District of New York dismissed, on March 17, 2009,
the allegations in the federal securities law class action styled
In re Refco Securities Litigation as it pertains to Joseph P.
Collins, Esq., and his firm, Mayer Brown LLP.

Pacific Investment Management Company LLC and RH Capital
Associates LLC, lead plaintiffs in the Class Action, added
Mr. Collins and Mayer Brown as defendants in October 2007, over
allegations of aiding and abetting in the alleged securities
fraud in Refco.  From 1994 until Refco's collapse, Mayer Brown
was Refco's outside counsel and Refco was Mr. Collins' largest
client.  Mayer Brown and Mr. Collins thus had a close
relationship with Refco, by which they provided the company with
a broad range of legal services and through which Mayer Brown
collected about $5,000,000 per annum in legal fees.

On July 1, 2009, the Lead Plaintiffs filed a brief with the U.S.
Court of Appeals for the Second Circuit seeking to appeal Judge
Lynch's decision dismissing their allegations under the
Securities Exchange Act of 1934.

In their Appeal, the Lead Plaintiffs asked the Second Circuit to
review:

  (1) whether a lawyer and law firm commit a primary violation
      of the securities laws, or are merely "aiders and
      abettors" of a corporate client's violations of those
      laws, when they design, structure, and implement sham loan
      transactions for the purpose of concealing their corporate
      client's true financial condition, and then ensure that
      the sham loans will be concealed from investors by
      drafting false securities offering documents;

  (2) whether investors can satisfy the reliance element of a
      securities fraud claim against a lawyer and law firm who
      intentionally draft false securities offering documents on
      their client's behalf, if the documents identify the law
      firm as counsel but do not explicitly credit the lawyer or
      law firm with authorship; and

  (3) whether investors can satisfy the reliance element of a
      securities fraud claim against a corporation's lawyers
      when the corporation publicly reports phantom "customer
      receivables" that are in fact the product of sham loans
      devised and effectuated by its lawyers.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO LLC: Litigation Trustee Sues Euro Brokers
-----------------------------------------------
Marc S. Kirschner, in his capacity as trustee for the Refco
Litigation Trust, commenced in the U.S. Bankruptcy Court for the
Southern District of New York, a complaint to:

  (a) avoid and recover certain preference transfers totaling
      $373,433 made by the Debtors to Euro Brokers, a division
      of BGC Financial, L.P., formerly known as BGC Financial,
      Inc., and Maxcor Financial Inc.;

  (b) object to the allowance of any claims asserted by the
      Euro Brokers pending return of the Transfers.

The Transfers -- which relate to an interest in the property of
one or more of the Transfer Debtors -- were made on August 30,
2005 and received by Euro Brokers within 90 days prior to the
Petition Date.  The Debtors received less than reasonably
equivalent value in exchange for the Transfers, Christopher P.
Johnson, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New
York, said, on behalf of Mr. Kirschner.

Mr. Johnson asserts that the Debtors:

  -- were insolvent on the date that the Transfers were made;

  -- were engaged in business or a transaction, or about to
     engage in business or a transaction, for which any property
     remaining with the Debtor was an unreasonably small
     capital; or

  -- intended to incur, or believed would incur, debts that
     would be beyond their ability to pay as the debts matured.

Thus, the Transfers constitute avoidable fraudulent conveyances,
thereby entitling Mr. Kirschner to an order and judgment avoiding
the Transfers pursuant to Sections 544(b) and 548(a)(1) of the
Bankruptcy Code, Mr. Johnson contends.  Furthermore, Mr.
Kirschner asserts that under Section 550(a) of the Bankruptcy
Code, once the Transfers are avoided, he is entitled to recover
the Transfers as successor-in-interest to the estates of the
Debtors.

Mr. Kirschner emphasizes that absent a return of the Transfers,
any claim asserted by Euro Brokers in the Debtors' Chapter 11
cases -- whether previously or subsequently scheduled, filed or
otherwise asserted or paid -- should be disallowed in their
entirety.

Mr. Kirschner further seeks "an award of prejudgment interest at
the maximum legal rate as of the filing of the Complaint, and an
award of post-judgment interest at the maximum legal rate," as
well as an award of the costs of the lawsuit.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


R.H. DONNELLEY: Files Plan and Disclosure Statement
---------------------------------------------------
R.H. Donnelley Corp. on July 27 filed a proposed Chapter 11 plan,
which sets forth terms negotiated with majority of lenders and
bondholders prepetition.

The plan would cut debt by $6.4 billion, eliminate approximately
$500 million in annual interest expense, and extend the company's
bank maturities out to 2014. The approximately $6.0 billion of
unsecured bond indebtedness would be exchanged for 100% of the
equity in the restructured company and $300.0 million of unsecured
notes issued by the company; all existing equity in the Company
would be extinguished.

The Disclosure Statement provides details of the proposed Plan.
The Disclosure Statement, however, leaves blank the estimated
recovery of holders of general unsecured claims and other impaired
creditors.

Copies of the Plan and Disclosure Statement are available at:

       http://bankrupt.com/misc/RHD_Ch11_Plan.pdf
       http://bankrupt.com/misc/RHD_DiscStatement.pdf

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.  The Garden City
Group, Inc. is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RITZ CAMERA: Shuts Down East Valley Stores
------------------------------------------
Donna Hogan at East Valley Tribune reports that Ritz Camera shut
down its East Valley locations, near Phoenix, Arizona, without
warning over the weekend.

East Valley Tribune relates that stores in these locations were
closed:

     -- upscale Casa Paloma shopping center in Chandler,
     -- Superstition Springs Center,
     -- Power Road,
     -- U.S. 60 in Mesa,
     -- Crossroads Towne Center,
     -- Gilbert Road, and
     -- the Santan Freeway section of Loop 202 in Gilbert.

According to East Valley Tribune, three Valley units were added to
the list of Ritz Camera's closed stores.

East Valley Tribune says that a unit at 1928 E. Highland Avenue in
Phoenix will handle all the unfinished business for Ritz Camera's
Valley clients.

Citing Ritz Camera Marketing Vice President Bob DeVita, East
Valley Tribune states that the store shutdowns are part of a
slimming-down process that scrapped 65 unprofitable stores
nationwide.

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are
bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A., is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of
$172.1 million.


SANFORD HARVEY SCHATZ: Case Summary & 4 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Sanford Harvey Schatz
               Joan Ardith Schatz
               6220 Cumberland Drive
               Goleta, CA 93117

Bankruptcy Case No.: 09-12971

Chapter 11 Petition Date: July 29, 2009

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

Judge: Robin Riblet

Debtors' Counsel: Peter Susi, Esq.
                  7 W Figueroa 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  Email: cheryl@msmlaw.com

Total Assets: $3,869,101

Total Debts: $363,628

A full-text copy of the Debtors' petition, including a list of
their 4 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-12971.pdf

The petition was signed by the Joint Debtors.


SARATOGA RESOURCES: Unveils Results of Mid-Year Reserve Audit
-------------------------------------------------------------
Saratoga Resources, Inc., announced increases to its reserve base,
resulting from ongoing full field studies and development
activities.

Collarini Associates, the Company's independent reserve engineers,
estimated Saratoga's net proved reserves, as of July 1, 2009 using
June 30, 2009 NYMEX strip pricing and Society of Petroleum
Engineering methodology, to be 6.0 million barrels of oil -- MMBO
-- and 51.3 billion cubic feet of gas -- MMCFG -- or 87.6 billion
cubic feet of gas equivalent -- BCFE -- with a net present value
of future cash flow, discounted at 10% -- PV10 -- of $373 million.
Over 40% of the total proved reserves are developed with proved
developed producing reserves of 2.2 MMBO and 4.5 BCFG, or 17.7
BCFE with PV10 of $78 million.  Saratoga's internal reserve
estimates are significantly greater than those stated.

Saratoga has a development inventory of 71 proved developed non-
producing -- PDNP -- and 61 proved undeveloped -- PUD --
opportunities, as of July 1, 2009.  In addition, the Company's
independently audited probable reserves are 3.0 MMBO and 43.7
BCFG, or 61.8 BCFE, with PV10 of $194 million, and possible
reserves of 12.3 MMBO and 84.1 BCFG, or 157.7 BCFE, with PV10 of
$312 million. In summary, Saratoga's 3P net reserves amount to
307.1 BCFE with PV10 of $880 million.

Thomas F. Cooke, Saratoga's Chairman/CEO, said "We continue to
increase production and reserves through select development
activities and ongoing full field studies We have reached our goal
of reducing operating costs by more than 20% in the last 12 months
through improving operating efficiencies.  This is especially
significant as we have realized operating cost reductions while
simultaneously increasing production.  Our aggressive efforts to
control costs and improve efficiencies have also resulted in
marked improvements in the scope of our windstorm insurance
coverage with essentially no increase in annual premium, which
improvement was achieved in a market otherwise characterized by a
marked deterioration in program cost and wind retention.  I want
to thank our operations group for their responsiveness and stellar
efforts in meeting these operating cost goals."

Andy C. Clifford, Saratoga's President added "Further reserve
additions are expected in the third quarter of 2009 as a result of
the full field studies at Grand Bay and Vermilion 16 supplemented
by ongoing interpretation.  Particularly exciting is our Zeus
Prospect, which covers over 5,000 acres of closure that are held
by shallow production and could hold up to 3 TCF of gas in Miocene
Big Hum sands between 18,000-20,000' in the heart of Grand Bay, a
world class oilfield that has produced more than 300 MMBO from
shallower intervals, adjacent to existing infrastructure, with
multiple development bailouts in overlying Cib Carst (25 thru 30
sands) and Tex W (43 sand) above the Big Hum. The Zeus Prospect
has been mapped using our proprietary 3D seismic data, tied to
nearby Big Hum production. With the advent of lower drilling costs
and multiple low risk, bailout zones in shallower sands, the
economics of a well targeting the Big Hum are outstanding with a
third-party dry hole cost estimate of $18.5 million."

                     About Saratoga Resources

Saratoga Resources Inc. is an independent exploration and
production company with offices in Houston and Covington.
Saratoga engages in the acquisition and development of oil and gas
producing properties that allow the Company to grow through low-
risk development and risk-managed exploration.  Saratoga operates
14 fields in Louisiana and Texas with 106 active producing wells.
Current net production is approximately 3,000 barrels of oil
equivalent per day -- BOEPD -- with 70% oil versus gas. Principal
holdings cover 37,756 gross (34,246 net) acres, mostly held-by-
production, located in the state waters offshore Louisiana.

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring efforts.  The
Debtors listed between $100 million and $500 million each in
assets and debts.


SB PARTNERS: Posts $6.1 Million Net Loss in Quarter Ended March 31
------------------------------------------------------------------
SB Partners posted a net loss of $6,105,852 for the three months
ended March 31, 2009, compared with a net loss of $1,989,837 for
the same period in the previous year.

At March 31, 2009, the Company's balance sheet showed total assets
of $56,179,048, total liabilities of $39,720,691 and partners'
capital of $16,458,357.

As of March 31, 2009, the Company had cash and cash equivalents of
$709,000.  These balances are $164,000 higher than cash and cash
equivalents held on Dec. 31, 2008.  Operating activities increased
cash and cash equivalents by $219,000 during the three months
ended March 31, 2009, due to lower interest costs.  An increase in
accrued operating expenses paid after the quarter end did not
effect cash balances.

Total outstanding debt at March 31, 2009, consisted of $16,754,000
of long-term non-recourse first mortgage notes, secured by real
estate owned by the Company and $22,000,000 under an unsecured
credit facility.  The Company has no other debt except normal
trade accounts payable and accrued management fees.

On July 1, 2009 Company received written notice from the holder of
the loan which makes demand for the immediate payment of the loan.
The Company's unsecured credit facility matured Oct. 1, 2008.
The holder of the unsecured debt formally extended the maturity to
Feb. 28, 2009.  The holder entered into discussions with Company
as to terms for extending the loan on a longer term basis.  There
can be no assurance that the holder will offer the extension or
that Company will be able to comply with the terms offered and
conditions imposed by the holder in exchange for the extension.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?404d

On May 27, 2009, Dworken, Hillman, LaMorte & Sterczala, P.C., in
Shelton, Connecticut raised substantial doubt about SB Partners'
ability to continue as a going concern after auditing the
Company's financial results of the years ended December 31, 2008,
and 2007.  The auditor pointed that the partnership's unsecured
credit facility matured on February 28, 2009, and the partnership
has not been able to arrange a replacement loan, extension or
refinancing.

                        About SB Partners

SB Partners is a New York limited partnership engaged in
acquiring, operating and holding for investment a varying
portfolio of real estate interests.   1971, the year it began
operations.  As of December 31, 2008, the Company owns an
industrial flex property in Maple Grove, Minnesota, and warehouse
distribution properties in Lino Lakes, Minnesota and Naperville,
Illinois.  In addition, the Company has a 30% interest in Sentinel
Omaha, LLC, an affiliate of the Company's general partner.


SPECTRUM BRANDS: Gets Court Nod for $1.3MM Sale of Orville Assets
----------------------------------------------------------------
Spectrum Brands Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Western District of Texas
to dispose of real and personal property interests with respect to
their facilities located in Orville, Ohio.

Specifically, the Debtors seek the Court's authority to sell the
Orville Assets, free and clear of all claims, liens, interests or
other encumbrances, substantially in accordance with the Term
Sheet to The Scotts Company LLC for approximately $1,360,000.

The Debtors also asked the Court for authority to reject three
unexpired leases of non residential real property related to the
Orville Assets:

                                                         Damage
                                          Rejection       Claim
  Name          Landlord                     Date        Amount
  ----          --------                  ---------   ---------
  Orville I     Insite Orville, LLC        06/30/09    $854,914
  Orville II    Insite Orville (Schrock)   07/31/09   3,756,571
  Orville III   Insite Orville (Crown)     06/30/09     368,025

Judge King granted the Debtors' motion to sell its Orville, Ohio
assets and authorized the Landlords to retain security deposits,
the set off of which have been reflected in the Rejection Damage
Claims:

  * For Orville I Lease    : $35,980
  * For Orville II Lease   :  81,909
  * For Orville III Lease  :  13,649

The Debtors also sought the Court's authority to abandon to the
Landlords all Abandoned Property on the Applicable Rejection Date
and to authorize the Landlords, in their sole discretion and
without further notice, to dispose of Abandoned Property without
liability to the Debtors or any third parties claiming interest
in the Abandoned Property.

The Debtors assure the Court that they will remain current on the
Leases as to their monthly recurring lease obligations.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, narrates that in mid-November 2008, the Debtors
determined to shut down their fertilizer and growing media
business.  From December 2001 through April 2009, the FGM
Business had sold fertilizers, enriched soils, mulch and grass
seed to customers like as Lowe's, Wal*Mart and The Home Depot.

The Orrville Properties, which consist of the three properties,
are part of the FGM Business.  The Debtors formerly utilized the
Orrville Properties for fertilizer production, growing media
production, or regional distribution of FGM Business products.

The Debtors have determined that the Orrville Properties are no
longer necessary for their operations.

The Debtors recognized that their best hope of selling the
Orrville Assets rested in finding a replacement lessee for the
Orrville Properties who would use the properties for a purpose
similar to the one for which the Debtors utilized them and would,
thus, have a need for the Orrville Assets.

After significant inquiry and diligence including meeting with
the management of top fertilizer and growing media producers, the
Debtors determined that Scotts was the only market participant
that would have those needs.

Against this backdrop, the Debtors approached Scotts to gauge
their interest in not only leasing the Orrville Properties from
the Landlords but also purchasing the Orrville Assets.  After
engaging in extensive, arms-length negotiations, the Debtors
ultimately reached an agreement to sell the Orrville Assets to
Scotts on the terms set forth in the term sheet.

Scotts and the Debtors have agreed, wherein Scotts would purchase
the Assets from the Debtors for a price of approximately
$1,360,000.  Significantly, if the Contingencies are satisfied,
the Orrville Assets will remain at the Orrville Properties and
Scotts will enter into new leases with the Landlords to lease the
Orrville Properties once the Debtors vacate the properties.

Additionally, the Debtors have determined to abandon any other
property located at the Orrville Properties once the assets are
sold because these are either of inconsequential value or the
cost of removing and storing the property exceeds its value to
the Debtors' estates, Mr. Baker relates.

According to Mr. Baker, the Debtors believe they can sell the
Orrville Property free and clear of claims, liens and interest
because they have met the requirements pursuant to Section 363(f)
of the Bankruptcy Code by satisfying at least one of these
conditions:

-- applicable non-bankruptcy law permits the sale of the
    property free and clear of interest;

-- the entity consents;

-- the interest is a lien and the price at which the
    property is to be sold is greater than the aggregate value
    of all liens on the property;

-- the interest is in bona fide dispute; or

-- the entity could be compelled, in a legal or equitable
    proceeding, to accept a money satisfaction of the
    interest.

The Debtors proposed that the liens on the Assets be attached to
the net proceeds from the sale of the assets, subject to any
claims and defenses that the Debtors may possess with respect to
the sale.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Gets Court Nod to Pay Workers Assisting Shutdowns
------------------------------------------------------------------
Spectrum Brands Inc. and its affiliates obtained approval from the
Bankruptcy Court to make payments to certain employees involved in
the shutdown of their Bridgeton, Missouri distribution center, the
Pendergras, Georgia distribution center, the San Bernardino,
California distribution facility, the Orville, Ohio facilities,
and the partial shutdown of the Edwardsville, Illinois
distribution center.

Specifically, the Debtors ask the Court to allow them to
implement a program providing for payments to be made to certain
necessary, non-insider employees in exchange for these employees
remaining employed and assisting the Debtors with an orderly exit
from the entirety of the "shutdown Payment Program."  The amount
the Debtors propose to pay these employees is $136,500.

The Debtors formerly used the Bridgeton, Pendergrass, and San
Bernardino Facilities, and a portion of the Edwardsville Facility
as distribution centers in connection with the "Controls" portion
of their Home & Garden Business.  To streamline their product
distribution system and better control their distribution costs
for the H&G Business, the Debtors have determined to shut down
all or a portion of these distribution centers.

The Debtors formerly utilized the Orrville Facilities primarily
in connection with their fertilizer and growing media business,
though a small portion of one of the Orrville Facilities was, and
is currently used in connection with the "Controls" portion of
the H&G Business.  As part of the Debtors' prepetition
determination to shut down the FGM Business, the Debtors
concluded that the Orrville Facilities are no longer necessary
for the Debtors' operations.

The Debtors contemporaneously filed motions seeking authorization
to, among other things, reject the real property leases related
to the Bridgeton, Pendergrass and San Bernardino Facilities.  The
Debtors do not intend to file a motion to reject the lease for
the Edwardsville Facility, but anticipate exiting the portion of
that facility that relates to the H&G Business on or about
January 15, 2010.

According to Mark A. McDermott, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York, the Debtors designated certain
Employees who they believed were essential to an efficient
shutdown of each the Facility.  The rationale behind the Shutdown
Payment Program is that the Debtors' cost savings attributable to
the efficient shutdown of all or a portion of the Facilities will
inure directly to the Debtors' benefit and the program will
assist the Debtors in maintaining a stable workforce and
achieving an orderly exit from the Facilities.

Pursuant to the Shutdown Payment Program, the Debtors propose to
make Payments to 107 Employees ranging from $750 to $5,000 per
Employee.  Of the 107 Employees eligible to participate in the
program, only approximately 25 Employees are entitled to receive
Payments in excess of $750.  None of the Employees are insiders.

The Debtors propose to distribute this amount to:

                     No. of       Proposed        Proposed
Facility           Employees       Amount      Payment date
--------           ---------     --------      ------------
Bridgeton              33         $36,500     Jan. 15, 2010
Pendergrass            30          35,500     Nov. 30, 2009
San Bernardino         16          26,750     Oct. 31, 2009
Orrville               11          14,250     Aug. 15, 2009
Edwardsville           17          24,000     Jan. 31, 2010

A schedule of the proposed Payments to be made under the Shutdown
Payment Program will be provided to the United States Trustee.

If the Debtors were unable to retain the Employees participating
in the Shutdown Payment Program through the agreed date, the
Debtors would be left to suffer the disarray and lost
efficiencies resulting from unplanned departures or would be
forced to hire new employees to assist in the winding down of all
or a portion of the Facilities, Mr. McDermott stresses.

Because any new employees would not have the same knowledge and
expertise with respect to the Debtors' operations at the
respective Facilities as do the current Employees, the efficient
shutdown of the Facilities would be compromised, increasing the
Debtors' costs associated therewith.

The Debtors believe that the Shutdown Payment Program is ordinary
course and could be implemented during the pendency of these
cases.  Nevertheless, the Debtors seek the Court's approval, with
respect to the first-day order governing payments to employees,
which require the Debtors to seek court approval prior to making
payments under these programs, Mr. McDermott says.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPRINT NEXTEL: Posts $384 Million Net Loss in Second Quarter 2009
-----------------------------------------------------------------
Sprint Nextel Corp. reported second quarter 2009 financial results
that included consolidated net operating revenues of $8.1 billion,
a net loss of $384 million, and a diluted loss per share of 13
cents.  The Company generated Free Cash Flow of $676 million in
the quarter and $1.5 billion in the first half of 2009.  As of
June 30, 2009, the Company had $4.6 billion of cash and cash
equivalents and $1.5 billion of borrowing capacity available under
its revolving bank credit facility, for a total liquidity of
$6.1 billion.

"In the second quarter, we made further progress on the Company's
efforts to enhance financial stability, improve the customer
experience and reinvigorate the brand," said Dan Hesse, Sprint
Nextel CEO.  "The widespread visibility surrounding the Company's
record-breaking June launch of the Palm(R) Pre(TM) handset gave us
an unprecedented opportunity to showcase these improvements to
customers as 'a new Sprint.'  They saw a 3G network described by
PC World magazine as the most reliable among competitors, key
satisfaction and performance metrics in customer care improving
for 18 straight months, advertising that won the top international
award in Cannes, and a stable balance sheet with 2009 long-term
debt maturities paid and enough cash on hand to cover maturities
through 2011.

"In the quarter, we saw the best retail net add performance in the
past seven quarters.  We also saw the best quarterly sequential
change in CDMA net add performance in two years, ARPU that has
been stable for six consecutive quarters, continued prepaid
growth, and improved sequential Adjusted Operating Income Before
Depreciation and Amortization (Adjusted OIBDA)," Mr. Hesse said.
"However, we are not satisfied that we lost a quarter of a million
customers in the quarter."

Sprint also built on its history of innovation in the second
quarter, with the launch of MiFi cards and continued growth in its
award-winning Unified Communications solution for business
mobility.  Additionally, the Company prepared for the August
launch of 4G service in Las Vegas, Atlanta and Portland, with at
least six more markets in its national network expected to follow
in 2009, and announced the July launch of the Blackberry(R)
Tour(TM) world phone.

Consolidated Results

                   Selected Unaudited Financial Data
                     (dollars in millions, except
                            per share data)

                   Quarter Ended                 Year To Date
                 -----------------          ----------------------
                  June
                   30,    June 30,    %      June 30,    June 30,     %
Financial Data    2009      2008               2009        2008
--------------  -------  --------  ------  ----------  ----------  -----
  Net operating
   revenues      $ 8,141  $  9,055  (10) %   $  16,350   $  18,389 (11)%
  Adjusted
   OIBDA*          1,769     2,096  (16) %       3,492       4,105 (15)%
  Adjusted
   OIBDA
   margin*         23.1%     24.4%               22.7%       23.7%
  Net loss         (384)     (344)  (12) %       (978)       (849) (15)%
  Diluted loss
   per common
   share         $(0.13)  $ (0.12)   (8) %   $  (0.34)   $  (0.30) (13)%
  Capital
   Expenditures
   (1)           $   321  $    646  (50) %   $     612   $   2,006 (69)%
  Free cash
   flow*         $   676  $     11    NM     $   1,472   $     181  NM

  NM - Not Meaningful

   -- Consolidated net operating revenues of $8.1 billion for the
      quarter were 1% lower than the first quarter of 2009 and 10%
      lower than in the second quarter of 2008.  The year-over-
      year decline is primarily due to a lower contribution from
      post-paid wireless service and lower wireline voice and
      legacy data revenues, partially offset by  an increase in
      prepaid revenues.

   -- Adjusted OIBDA* was $1.8 billion for the quarter, compared
      to $1.7 billion for the first quarter of 2009 and
      $2.1 billion for the second quarter of 2008.  Sequentially,
      Adjusted OIBDA* improved as continued improvement in SG&A
      expenses offset the decline in net operating revenues.
      Included in second quarter 2008 Adjusted OIBDA* is
      approximately $75 million in non-recurring operating
      expenses associated with the company's WiMAX efforts prior
      to the closing of the Clearwire transaction in 2008.

   -- Capital expenditures were $321 million in the quarter,
      compared to $291 million in the first quarter of 2009 and
      $646 million in the second quarter of 2008.  Included in
      second quarter 2008 capital expenditures is approximately
      $100 million in non-recurring capital expenditures related
      to the deployment of WiMAX prior to the closing  of the
      Clearwire transaction.

   -- Free Cash Flow* was $676 million for the quarter, compared
      to $796 million for the first quarter of 2009 and
      $11 million for the second quarter of 2008.  The year-over-
      year improvement reflects the Company's improved cash from
      operating activities, primarily resulting from  reduced
      operating costs and a decrease in capital expenditures.

   -- Net Debt* decreased by approximately $700 million from the
      end of the first quarter, to $16.4 billion.

Wireless Results

                   Selected Unaudited Financial Data
                        (dollars in millions)

                     Quarter Ended                 Year To Date
                 ---------------------        ----------------------
                 June 30,  June 30,     %    June 30,    June 30,     %
  Financial Data    2009      2008              2009        2008

  Net operating
  revenues       $ 7,004   $  7,736   (9)%   $ 14,039   $  15,699  (11)%
  Adjusted
   OIBDA*          1,413      1,868  (24)%     2,862       3,669  (22)%
  Adjusted
   OIBDA
   margin*            21.7%      25.7%             21.9%       25.1%
  Capital
   Expenditures
   (1)           $   227   $    393  (42)%    $   424   $   1,311  (68) %

Wireless Churn

Post-paid churn in the quarter was 2.05% compared to 2.25% in the
first quarter and 1.98% in the year-ago period.  The sequential
decrease is due to seasonality, along with improved credit quality
of the Company's customer base and better retention performance;
and the year-over-year increase in churn is primarily driven by
deactivations on business lines due to current economic
conditions.

Boost churn in the second quarter of 2009 was 6.38%, compared to
6.86% in the first quarter of 2009 and 7.36% in the year-ago
period.  The sequential and year-over-year improvement in churn
are due to fewer deactivations and a larger subscriber base of
national Boost Monthly Unlimited subscribers.

Wireless Service Revenues

Wireless service revenues for the quarter were flat sequentially
at $6.4 billion as revenue growth from Boost Monthly Unlimited
subscribers offset revenue declines from post-paid subscribers.
Year-over-year, wireless service revenues declined 9% as a result
of fewer wireless subscribers.

Wireless post-paid ARPU has been stable for the past six quarters
at around $56 primarily due to continued growth in fixed-rate
bundled plans such as Simply Everything, offset by declines in
usage and roaming.  As a result of the company's focus on
improving the customer experience and 18 consecutive months of
improvement in customer care satisfaction, post-paid ARPU
benefited from reduced credits to customer bills.

Data revenues contributed greater than $15.50 to overall post-paid
ARPU in the second quarter, led by growth in CDMA data ARPU.  CDMA
data ARPU increased more than 3% from the first quarter of 2009,
to greater than $18.50, an industry-best that now represents
greater than 32% of total CDMA ARPU.

Prepaid ARPU in the quarter was approximately $34 compared to $31
in the first quarter of 2009, and $30 in the year-ago period.  The
sequential and year-over-year increases reflect a growing
contribution from prepaid subscribers on unlimited plans.

Wholesale, affiliate and other revenues were down 13% sequentially
and down 44% compared to the year-ago period.  The sequential and
year-over-year decline is primarily due to subscriber losses from
one of the Company's large carrier customers.

Wireless Operating Expenses and Adjusted OIBDA*

Total operating expenses, after normalizing for special items,
were $7.3 billion in the second quarter, compared to $7.3 billion
in the first quarter of 2009 and $7.9 billion in the year-ago
period.

Adjusted OIBDA* of $1.4 billion in the second quarter of 2009
compares to $1.4 billion in the first quarter of 2009 and
$1.9 billion in the second quarter of 2008.  Sequentially,
Adjusted OIBDA* was flat as the improvement in SG&A expenses
offset the revenue decline.  The year-over-year decline in
Adjusted OIBDA* was primarily due to fewer wireless subscribers,
offset by an improvement of $350 million in SG&A expenses.

Equipment subsidy was almost $850 million (equipment revenue of
approximately $500 million, less cost of products of
$1.34 billion) as compared to almost $850 million in the first
quarter of 2009 and about $700 million a year ago.  The year-over-
year increase in subsidy is primarily due to the increase in the
number and timing of prepaid handsets shipped as a result of the
national Boost Monthly Unlimited offer, and the increase in
average cost per handset sold as the Company continues to sell a
greater number of higher-functionality handsets.

SG&A expenses declined 4% sequentially from the first quarter of
2009 and 14% year-over-year from the second quarter of 2008.  On a
sequential basis, the decline reflects lower marketing and
customer care expenses.

The year-over-year improvement is due to lower selling, bad debt,
customer care, and labor expenses.

Wireless Capital Spending

Wireless capital expenditures were $227 million in the second
quarter of 2009, compared to almost $200 million in the first
quarter of 2009 and almost $400 million spent in the second
quarter of 2008.  The year-over-year decrease in wireless capital
spending reflects reduced capacity needs due to fewer subscribers.
The Company continues to invest capital in the quality and
performance of its networks.  At the end of the second quarter of
2009, Sprint's networks continue to operate at best-ever levels
and, according to third-party data, Sprint has the most
dependable+ 3G network in the country.

Wireline Results

                   Selected Unaudited Financial Data
                        (dollars in millions)

                     Quarter Ended                   Year To Date
                 ---------------------          ----------------------
                 June 30,    June 30,     %    June 30,    June 30,     %
Financial Data     2009        2008               2009        2008

  Net operating
   revenues     $  1,428   $   1,605  (11)%    $ 2,893   $   3,235  (11)%
  Adjusted
   OIBDA*            352         299    18%        638         586     9%
  Adjusted
   OIBDA
   margin*            24.6%       18.6%             22.1%       18.1%
  Capital
   Expenditures
   (1)          $     47   $     113   (58)%   $   124   $     261  (52)%


   -- Wireline revenues of $1.4 billion for the quarter were 3%
      lower sequentially and 11% lower year-over-year as legacy
      voice and data declines offset Internet revenue growth.

   -- Internet revenues for the second quarter of 2009 increased
      1% sequentially and 10% from the year-ago period. The year-
      over-year increase reflects strong enterprise demand for
      Global MPLS services and the increased base of cable
      subscribers who utilize the Company's VoIP services.

   -- Internet revenues as a percent of wireline revenue have
      increased from 33% in the second quarter of 2008 to 41% in
      the second quarter of 2009.

      At the end of the second quarter of 2009, the company
      supported approximately 4.7 million users of cable partner
      VoIP services.  These services are currently available to
      almost 31 million MSO households.

   -- Legacy voice revenues for the quarter declined 2%
      sequentially and 18% year-over-year.

   -- Legacy data revenues are impacted in part by customer
      transitions to IP services.  These legacy services declined
      14% sequentially and 32% compared to the second quarter of
      2008.

   -- Adjusted OIBDA* was $352 million compared to $286 million
      reported for the first quarter of 2009 and $299 million in
      the second quarter of 2008.  Total operating expenses, after
      normalizing for special items, were $1.2 billion in the
      second quarter, 7% lower sequentially and 15% lower year-
      over-year.  The sequential and year-over-year improvements
      are due to the declines in costs of service and improvement
      in SG&A expenses.

   -- Wireline capital expenditures were $47 million in the second
      quarter of 2009, compared to $77 million in the first
      quarter of 2009 and $113 million in the second quarter of
      2008.  The Company made significant capital investments in
      prior years to build out its IP network, and less capital
      was required sequentially and year-over-year as the pace of
      the Company's IP growth rate has slowed.

Forecast

Sprint Nextel continues to expect that both post-paid and total
subscriber full-year losses should improve in 2009 as compared to
2008.  In addition, the Company expects that full-year capital
expenditures in 2009 will be less than 2008 levels, excluding
WiMAX.  The Company expects to continue to generate positive Free
Cash Flow during the remainder of 2009.

                                               June 30,     December 31,
                                                 2009           2008
                                              ---------  ----------------
Assets
  Current assets
    Cash and cash equivalents                  $  4,592    $      3,691
    Marketable securities                            17              28
    Accounts and notes receivable, net            3,202           3,361
    Device and accessory inventory                  575             528
    Deferred tax assets                              98              93
    Prepaid expenses and other current assets       614             643
                                                -------       ---------
    Total current assets                          9,098           8,344
Investments                                       3,882           4,241
Property, plant and equipment, net               20,143          22,373
FCC licenses and trademarks                      19,657          19,320
Customer relationships, net                       1,105           1,932
Other intangible assets, net                      1,542           1,634
Other assets                                        458             408
                                                -------       ---------
Total                                          $ 55,885    $     58,252
                                                -------       ---------
Liabilities and Shareholders' Equity
  Current liabilities
    Accounts payable                           $  2,061    $      2,138
    Accrued expenses and other current
     liabilities                                  3,479           3,525
    Current portion of long-term debt and
     capital lease obligations                    1,373             618
                                                -------       ---------
    Total current liabilities                     6,913           6,281
  Long-term debt, financing and capital lease
   obligations                                   19,618          20,992
  Deferred tax liabilities                        6,613           7,196
  Other liabilities                               4,023           4,178
                                                -------       ---------
    Total liabilities                            37,167          38,647
                                                -------       ---------
  Shareholders' equity
    Common shares                                 5,872           5,902
    Paid-in capital                              47,095          47,314
    Treasury shares, at cost                     (1,282)         (1,939)
    Accumulated deficit                         (32,473)        (31,148)
    Accumulated other comprehensive loss           (494)           (524)
                                                -------       ---------

    Total shareholders' equity                   18,718          19,605
                                                -------       ---------
  Total                                        $ 55,885    $     58,252
                                                =======       =========

                     Net Debt (Non-GAAP) (Unaudited)
                                (Millions)

                                               June 30,     December 31,
                                                 2009           2008
                                              ---------  ----------------
Total Debt                                     $ 20,991    $     21,610
  Less: Cash and cash equivalents                (4,592)         (3,691)
  Less: Marketable securities                       (17)            (28)
                                                -------       ---------
Net Debt                                      $ 16,382    $     17,891
                                                =======       =========

                        About Sprint Nextel

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

As reported by the Troubled Company Reporter on April 7, 2009,
Standard & Poor's Rating Services revised its outlook on Sprint
Nextel and its subsidiaries to negative from stable.  At the same
time, S&P affirmed all other ratings on the company, including the
'BB' corporate credit rating.


SPRINT NEXTEL: Virgin Mobile Deal Won't Affect S&P's 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Overland Park, Kansas-based wireless carrier Sprint Nextel Corp.
(BB/Negative/--) are not affected by the company's definitive
agreement to acquire Virgin Mobile USA Inc. (B-/Stable/--) in a
deal valued at $688 million: $483 million of equity, which
includes Sprint Nextel's 13.1% fully diluted ownership stake, and
net debt of $205 million.  Sprint Nextel is going to use existing
cash to retire Virgin Mobile's outstanding net debt at transaction
close.  S&P expects the transaction to be completed in the fourth
quarter of 2009 or in early 2010.

S&P does not expect the acquisition of Virgin Mobile USA to
materially change Sprint Nextel's business or financial risk
profile.  Virgin Mobile USA is a reseller of Sprint Nextel's
network and its 5.25 million subscribers are reported as wholesale
subscribers by Sprint Nextel on a consolidated basis.  The
transaction, which will not materially change Sprint Nextel's
current 4.0x leverage, will be modestly free cash flow accretive
and will allow the company to expand its presence in the growing
pre-paid wireless business.


SRH/CMS STERLING: Potomac Realty to Sell Collateral on August 25
----------------------------------------------------------------
Potomac Realty Capital, LLC, secured party under a certain loan
dated December 15, 2005, in the original amount of $1,900,000,
will hold a public sale of the collateral securing the loan of
SRH/CMS Sterling Limited Partnership, on August 25, 2009, at
3:15 p.m. at 305 Broadway, Suite 200, New York, NY 10007.

The collateral to be sold consists of:

  (A)  (i) all of Debtor's right, title and interest, whether now
           owned and existing or hereafter acquired or arising, as
           a limited partner of Sterling Property Holder Limited
           Partnership, a Delaware limited partnership, and
           Sterling Property Management Limited Partnership, a
           Delaware limited partnership;

      (ii) all of Debtor's deposit accounts, accounts, general
           intangibles, contract rights, chattel paper,
           instruments, letter of credit rights, fees and
           all rights to payment of Debtor which in any way relate
           to Debtor's interest in the partnerships, and all
           books, records, electronically stored data and
           information;

     (iii) all rights to receive all income, gain, profit, loss or
           other times allocated or distributed to the Debtor; and

  (B)  (i) all of David. M. Rosenberg's right, title and interest,
           whether now owned and existing or hereafter acquired or
           arising, as the sole shareholder of SRH Sterling
           Management Corporation, a Delaware corporation;

      (ii) all of Mr. Rosenberg's deposit accounts, accounts,
           general intangibles, contract rights, chattel paper,
           instruments, letter of credit rights, fees and all
           rights to payment of Rosenberg which in any way relate
           to Rosenberg's interest in the corporation; and all
           books, records, electronically stored data and
           information; and

     (iii) all rights to receive all income, gain, profit, loss or
           other forms allocted or distributed to Rosenberg
           Inc. by the corporation.

The Debtor says Sterling Property Holder Limited Partnership is
believed to own the Sterling Golf Course in Worcester County,
Massachusetts, and that TD Bank North, N.A. has a first mortgage
on the golf course.  It is also believed that Mr. Rosenberg and/or
Sterling Property Management Limited Partnership and/or SRH
Sterling Management Corporation may have valuable contract rights
or other interests relating to the operation of the golf course.


STAR TRIBUNE: Wins Approval of Plan Disclosure Statement
--------------------------------------------------------
According to Carla Main at Bloomberg News, Judge Robert Drain of
the U.S. Bankruptcy Court for the Southern District of New York
approved the disclosure statement explaining its proposed Chapter
11 plan, subject to changes.

The Court, however, has not yet entered a formal order approving
the Disclosure Statement.  Judge Drain said the document needs
revisions to address an exit loan and legal releases.  He added
that the Plan must make clear that its confirmation isn't
contingent on an exit loan -- that "the company thinks it has
enough cash" -- and clarify legal releases it provides.

Approval of the Disclosure Statement will allow the Debtors to
begin soliciting votes on, then seek confirmation of, the Plan.

Prior to the hearing scheduled for July 29, the Company filed an
amended Disclosure Statement, a copy of which is available at:

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

After careful review of their current business operations, their
prospects as ongoing business enterprises and the estimated
recoveries of creditors in various liquidation scenarios, Star
Tribune and its affiliates have concluded that the recovery of
holders of allowed claims will be maximized by the Debtors'
continued operation as a going concern.  The Official Committee of
Unsecured Creditors is supporting the Plan.

According to the Disclosure Statement, the Plan offers a 29.8% to
36.1% recovery to first-lien lenders in the form of new common
stock and secured notes.  Unsecured creditors will recover between
0.5% and 1.3% of their claims with cash or stock and warrants.
Holders of convenience claims will be paid 0.9% of the allowed
amount of their claims.  Holders of administrative and priority
tax claims and holders of other priority claims and other secured
claims will be paid in full.  The first lien lenders and unsecured
creditors will be entitled to vote on the Plan.  Holders of equity
interests will not receive any distributions under the Plan and
will be deemed to reject the Plan.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.  The
Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Marshall Scott Huebner, Esq.,
James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk &
Wardwell, represent the Debtors in their restructuring efforts.
Blackstone Advisory Services L.P. is the Debtors' financial
advisor.  The Garden City Group, Inc., serves as noticing and
claims agent.  Scott Cargill, Esq., and Sharon L. Levine, Esq., at
Lowenstein Sandler PC, represent the official committee of
unsecured creditors.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.

The Court has extended the Debtors' exclusive periods to file a
plan of reorganization until August 13, 2009.


STATION CASINOS: Negotiations Fail to Bring Prepackaged Plan
------------------------------------------------------------
Declining real estate values, generalized credit market
dislocations, significant contraction in available liquidity
globally, volatility in debt and equity markets, declining
business and consumer confidence and increased unemployment, have
precipitated the worst economic recession since the Great
Depression, and Las Vegas has not been immune to its impact,
Thomas M. Friel, executive vice president, chief accounting
officer, and treasurer of Station Casinos Inc., states.

On November 7, 2007, SCI completed its merger with FCP
Acquisition Sub, pursuant to which Merger Sub merged with and
into SCI with SCI continuing as the surviving corporation.  As a
result of the merger, SCI's non-voting common stock is owned by
Fertitta Partners LLC and FCP Holding, Inc.  In connection with
the Merger, SCI entered into the Prepetition Loan Agreement,
which included a Revolving Credit Facility and the Term Loan
Facility.  The Term Loan Facility requires quarterly principal
payments of $625,000 that began on March 31, 2008.  The Revolving
Credit Facility contains no principal amortization.

SCI, however, was not able to make the scheduled payment of
interest of $14.6 million to holders of the 6-1/2% Senior
Subordinated Notes due 2014, which was due February 1, 2009.  In
addition, SCI has not made any other subsequent interest payment
due on the Notes.

SCI and the Prepetition Agent and certain of the Prepetition
Lenders subsequently entered into forbearance agreements, one on
March 2, 2009, and another one on July 28, 2009, pursuant to
which the Prepetition Agent and the Prepetition Lenders have
agreed to (i) forbear from exercising their default-related
rights, remedies, powers and privileges against the Guarantors,
and (ii) amend certain provisions of the Prepetition Loan
Agreement.  The June 28 Forbearance Agreement remains in full
force and effect.

While SCI has reduced and delayed investments and capital
expenditures, Mr. Friel says, its Prepetition Loan Agreement and
the Indentures impose limitations on the company's ability to
dispose of assets, use the proceeds from dispositions of assets,
and refinance its indebtedness.  As a result of a recent decline
in SCI's operating results and its inability to access the
capital markets on acceptable terms, SCI faces substantial
liquidity challenges, Mr. Friel avers.

Consequently, SCI and 17 of its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code on July 28,
2009, in the U.S. Bankruptcy Court for the District of Nevada.

SCI has engaged in extensive restructuring efforts for more than
10 months prior to the Petition Date, according to Mr. Friel.
During that time, SCI had discussions and negotiations with its
creditors concerning a restructuring of the entire capital
structure, including all debts and obligations of SCI, its
subsidiaries, and affiliates.  Mr. Friel believes significant
progress has been made, including reaching tentative agreement
with the senior lenders on a restructuring of the Mortgage Loan
Agreement and unsecured PropCo debt, the Prepetition Loan
Agreement, the Land Loan, and other obligations.  SCI also
believes that its Notes debt will be restructured into equity to
facilitate SCI's restructuring.  Unfortunately, Mr. Friel notes,
there remains several hurdles to completing those restructuring
efforts, including:

  -- the goal of reaching final agreement or dealing with the
     holders of the Notes and the Mezzanine Lenders;

  -- the task of structuring and pricing an appropriate rights
     offering to raise needed capital to facilitate the
     restructuring; and

  -- the issue of dealing with several material leases.

These hurdles, according to Mr. Friel, require the initiation of
the Chapter 11 cases.  The Debtors have in place an agreement
with their senior secured lenders that, subject to Bankruptcy
Court approval, permits it to borrow, as needed, up to
$150 million of cash from one of the Debtors' non-operating
subsidiaries.  The $150 million postpetition financing is in
addition to cash generated from the Debtors' operating
subsidiaries and affiliates.

After months of negotiations with no formal pact, Mr. Friel, in
an interview with the Wall Street Journal, says, "we feel it's
helpful to have the formal court process to resolve some of the
issues. You've got a whole bunch of different constituencies who
have a bunch of agendas on how they want the world to be.  This
will hopefully help us move closer to getting a deal done."

SCI expects to capitalize on the good progress made in its
prepetition restructuring efforts and continue working with its
creditors to resolve impediments to the reorganization.  SCI, Mr.
Friel says, hopes to move quickly to a point where it can propose
a comprehensive plan of reorganization.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No.: 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.


STATION CASINOS: To File Schedules & Statements Sept. 26
--------------------------------------------------------
Station Casinos Inc. and its affiliates ask the Bankruptcy Court
for interim and final orders, pursuant to Section 521 of the
Bankruptcy Code, Sections 101-1532, Rule 1007 of the Federal Rules
of Bankruptcy Procedure and Rule 1007 of the Local Rules of
Bankruptcy Procedure for the District of Nevada, extending the
time for the Debtors to file their schedules of assets and
liabilities and statements of financial affairs required under
Section 521(a)(1) until September 26, 2009.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
Los Angeles, California, relates that the Debtors are requesting
an extension of the 15-day period to file the Schedules to a 60-
day period pursuant to Bankruptcy Rule 1007(c) and Local Rule
1007(d), without prejudice to the Debtors' ability to request
additional time should it become necessary.

According to the Mr. Aronzon, due to the large number of pressing
matters present in the early stages of the Chapter 11 cases, the
Debtors anticipate that they will be unable to complete the
Schedules in the 15-day time period.  Further, in view of the
amount of work entailed in completing the Schedules and the
competing demands upon the Debtors' employees and professionals
during the initial postpetition period, the Debtors will not be
able to properly and accurately complete the Schedules within the
time period.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No.: 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.


STATION CASINOS: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
-----------------------------------------------------------------
Moody's Investors Service downgraded Station Casinos, Inc.'s
Probability of Default Rating to D from Ca following its
announcement that it had voluntarily filed for Chapter 11
bankruptcy.  The ratings on the company's senior secured revolver
and term loan were downgraded to Caa3 from B3.  All other existing
ratings were affirmed.

These ratings were downgraded:

* Probability of Default Rating to D from Ca

* $250 million senior secured term loan due 2012 to Caa3 (LGD 2,
  21%) from B3 (LGD 2, 11%)

* $650 million senior secured revolving credit facility expiring
  2012 to Caa3 (LGD 2, 21%) from B3 (LGD 2, 11%)

These ratings were affirmed and LGD assessments updated:

* Corporate Family Rating at Ca
* Senior unsecured notes at Ca (LGD 4, 63%) from (LGD 3, 49%)
* Senior subordinated notes at C (LGD 6, 90%) from (LGD 5, 84%)
* Speculative Grade Liquidity rating at SGL-4

Moody's plans to withdraw all ratings of Station in the near
future.

Given the severe challenges faced by the gaming industry and by
Station in particular, Moody's used a fundamental distressed
EBITDA valuation (6 times multiple) to estimate loss-give-default
rather than the 50% mean family recovery rate.

The previous rating action related to Station occurred on
February 17, 2009, when Moody's commented that the company's
failure to make its February 15, 2009 scheduled interest payment
on its 7.75% senior notes due 2016 did not affect its ratings.

Station Casinos, Inc., wholly owns and operates 13 gaming and
entertainment facilities located in Las Vegas, Nevada.  The
company also holds a 50% joint venture interest in five casinos
and manages several Native American gaming facilities.  Station
generates approximately $1.4 billion in annual net revenues.


STATION CASINOS: S&P Cuts Ratings on $900 Mil. Facilities to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on Las Vegas-based Station Casinos Inc.'s $900 million
senior secured bank facilities to 'D' from 'CCC'.  S&P removed
these ratings from CreditWatch, where S&P placed them with
negative implications on December 15, 2008.

In addition, S&P revised its recovery rating on the company's
senior unsecured notes to '5' from '4'.  The '5' recovery rating
indicates S&P's expectation of modest (10%-30%) recovery for
lenders in the event of a payment default.

S&P had previously lowered all other ratings on Station, including
the corporate credit rating, to 'D' following missed interest
payments on each of the company's five senior unsecured and senior
subordinated notes earlier this year.

The issue-level ratings downgrade follows yesterday's filing for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Nevada by Station Casinos Inc. and various of its
affiliates.  Pursuant to an agreement with the company's senior
secured lenders, none of Station's casino operating subsidiaries
or affiliates were included in the Chapter 11 filings.

This rating action follows S&P's February 4, 2009, research report
in which S&P lowered its corporate credit rating on Station and
S&P's issue-level rating on its 6.5% senior subordinated notes to
'D' following the missed February 1, 2009, interest payment on the
6.5% senior subordinated notes.  At that time, Station also
announced a solicitation for votes from eligible institutional
holders of its senior unsecured and senior subordinated notes for
a restructuring plan under Chapter 11 of the U.S. Bankruptcy Code.
S&P also subsequently lowered its rating on Station's 7.75% senior
notes, 6.875% senior subordinated notes, 6.625% senior
subordinated notes, and 6% senior notes to 'D', following missed
February 15, March 1, March 15, and April 1 interest payments on
those notes, respectively.


SUCCESSOR BORROWER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Successor Borrower Services, LLC
        1231 Delaware Avenue
        Buffalo, NY 14209

Bankruptcy Case No.: 09-13505

Chapter 11 Petition Date: July 29, 2009

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

Debtor's Counsel: Daniel F. Brown, Esq.
                  Damon Morey LLP
                  The Avant Building
                  200 Delaware Avenue, Suite 1200
                  Buffalo, NY 14202-2150
                  Tel: (716) 856-5500
                  Email: dbrown@damonmorey.com

Total Assets: $3,509,526

Total Debts: $13,430,312

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/nywb09-13505.pdf

The petition was signed by Gregory A. Stranger, manager of the
Company.


SUNESIS PHARMA: Posts $21MM Net Loss in Six Months Ended June 30
----------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., disclosed in a Form 10-Q filing
with the Securities and Exchange Commission its financial results
for three and six months ended June 30, 2009.

At June 30, 2009, the company's balance sheet showed total assets
of $9,785,803, total liabilities of $3,959,868 and a stockholders'
equity of $5,825,935.

For three months ended June 30, 2009, the Company posted a net
loss of $20,952,469 compared with a net loss of $199 for the same
period in the previous year.

For six months ended June 30, 2009, the Company posted a net loss
of $21,070,126 compared with a net income of $472 for the same
period in the previous year.

The Company's cash, cash equivalents and marketable securities
totalled $7.3 million as of June 30, 2009, as compared to
$10.6 million as of December 31, 2008.  The decrease of
$3.3 million was due to $12.4 million of net cash used in
operating activities, partially offset by net proceeds of
$8.8 million from the Private Placement.  No debt was outstanding.

                           Going Concern

The Company related that the recurring operating losses raise
substantial doubt as to its ability to continue as a going
concern.  The Company incurred significant losses and negative
cash flows from operations since its inception.  As of June 30,
2009, the Company had an accumulated deficit of $347.4 million.

The Company needs to raise substantial additional funds to
continue operations, fund additional clinical trials of voreloxin
and bring future products to market.  Management plans to finance
the Company's operations with equity issuances, including the
initial closing and potential additional closings of the sale of
units and common stock, debt arrangements, a possible partnership
or license of development or commercialization rights to voreloxin
and, in the long term, roduct sales and royalties.

Form 10-Q is available for free at:

              http://ResearchArchives.com/t/s?4053

                  About Sunesis Pharmaceuticals

Based in South San Francisco, California, Sunesis Pharmaceuticals,
Inc., -- http://www.sunesis.com/-- is a biopharmaceutical company
focused on the development and commercialization of new oncology
therapeutics for the treatment of solid and hematologic cancers.
Sunesis has built a highly experienced cancer drug development
organization committed to advancing its lead product candidate,
voreloxin, in multiple indications to improve the lives of people
with cancer.


SUSAN SLACHTA: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Susan M. Slachta, Trustee of the MFT Land Trust dated
         February 4, 2002, as amended and supplemented,
        1120 E. Oleander Street
        Lakeland, FL 33801

Bankruptcy Case No.: 09-16389

Chapter 11 Petition Date: July 29, 2009

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

Debtor's Counsel: Tanya M. Comparetto, Esq.
                  114 N. Tennessee Ave., Suite 204
                  Lakeland, FL 33801
                  Tel: (863) 686-6883
                  Email: tmcpa1259@cs.com

Total Assets: $2,079,515

Total Debts: $1,365,511

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

              http://bankrupt.com/misc/flmb09-16389.pdf

The petition was signed by Susan M. Slachta.


TEREX CORP: S&P Assigns 'BB+' Rating on $66 Mil. Incremental Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' issue-level
rating to Terex Corp.'s (BB-/Negative/--) proposed $66 million
incremental term loan due 2013.  The recovery rating on this debt
is '1', indicating S&P's expectation of very high (90%-100%)
recovery in the event of a default.  Terex is using the
incremental term loan to finance a portion of the EUR155 million
acquisition of the Fantuzzi and Noell port equipment businesses.

The ratings on Westport, Connecticut-based Terex reflect the
company's participation in the highly cyclical and competitive
construction equipment industry and its aggressive financial
profile.  The company's satisfactory business position as a major
provider of construction equipment and its good geographic and
product diversity mitigate these factors.

Terex manufactures a broad range of equipment for the
construction, infrastructure, and mining industries.  Its business
strengths include well-known brands, low-cost products, and good
aftermarket parts sales.  It has geographic diversity, with more
than half of its sales coming from outside the U.S.  Through a
number of acquisitions, Terex has grown to become a sizable
global construction equipment company.  Terex has funded
acquisitions with a combination of debt and equity to temper
leverage.

The outlook is negative.  S&P could lower the ratings if headroom
under covenants is limited and the company is delayed in obtaining
adequate relief.  In addition, if Terex's operating performance
continues to deteriorate or if credit measures do not appear
likely to rebound in 2010, S&P could lower the ratings.  If, for
instance, FFO were likely to become negative and there were no
significant excess cash balances, S&P could lower the ratings.

                           Rating List

                           Terex Corp.

          Corporate Credit Rating       BB-/Negative/--

                           New Rating

                           Terex Corp.

                   $66 Mil. Term Loan Due 2013

                 Sr Secured                  BB+
                 Recovery Rating             1


TENNECO INC: Reports $33MM Net Loss in Q2, $290MM Deficit
---------------------------------------------------------
Tenneco Inc. reported a shareholders' deficit of $290 million as
of June 30, 2009.  Tenneco had $2.76 billion in total assets and
these liabilities:

           Short-term debt              $65 million
           Accounts payable            $701 million
           Accrued taxes                $47 million
           Accrued interest             $23 million
           Other current liabilities   $262 million
           Long-term debt            $1,455 million
           Deferred income taxes        $33 million
           Deferred credits and
             other liabilities         $444 million

Tenneco also had Redeemable Non-controlling Interests of $4
million, and Non-controlling Interests of $23 million at June 30,
2009.

Tenneco reported a net loss of $33 million for the second quarter
ended June 30, 2009, or 72-cents per diluted share, compared with
net income of $13 million, or 26-cents per diluted share, in
second quarter 2008.

Tenneco said earnings before interest, taxes and noncontrolling
interests was $17 million, compared with $75 million a year ago.
Adjusted EBIT was $25 million, versus $88 million in second
quarter 2008.  The company's cost reduction efforts and the
benefits from restructuring actions helped offset a portion of the
$89 million negative impact on EBIT from lower OE production
volumes worldwide and related manufacturing fixed cost absorption.
Unfavorable currency exchange rates compared with a year ago also
negatively impacted EBIT by $9 million.

EBITDA including noncontrolling interests (EBIT before
depreciation and amortization) was $72 million compared with
$132 million a year ago.  Adjusted EBITDA including noncontrolling
interests was $79 million, versus $145 million in second quarter
2008.

Tenneco said it collected substantially all of its pre-petition
receivables from General Motors Corp. and Chrysler LLC. Other than
the impact from production shut-downs, Tenneco incurred no
economic loss from the bankruptcies of these two customers.

"Our cost reduction, restructuring and cash generation actions
continue to take hold and are delivering the results we need to
manage through this very challenging production environment," said
Gregg Sherrill, chairman and CEO, Tenneco.  "Although our revenue
and profitability continue to be negatively impacted by the global
industry downturn, we are pleased with our strong cash flow
performance this quarter as well as our gross margin improvement."

Tenneco generated $112 million in cash from operations in the
quarter, compared with cash from operations of $58 million in
second quarter 2008, despite a $60 million year-over-year decline
in EBITDA including noncontrolling interests.  The cash
performance was driven by working capital improvements,
particularly inventory and accounts receivable reductions. Cash
flow from accounts receivable improved $58 million year-over-year
even though the company's sale of receivables generated $21
million less in cash compared with a year ago.  An intense focus
on reducing inventories generated $33 million in cash versus a
cash use of $4 million in second quarter 2008.

Tenneco continues to hold down capital spending without
sacrificing the spending needed for technology development and new
program launches.  Capital spending in the quarter was $24
million, a 58% decrease from $57 million in second quarter 2008.
The company now estimates that its capital spending will be
approximately $140 million in 2009, down from the previous
guidance of $160 million.

At June 30, 2009, Tenneco's leverage ratio under its senior credit
facility was 5.77, below the maximum level of 7.35.  The interest
coverage ratio was 2.21, above the minimum of 1.85.  At the end of
the quarter, Tenneco had an EBITDA cushion of $40 million and a
debt cushion of $392 million against its tightest covenant.

Tenneco Inc. is a $5.9 billion global manufacturing company with
headquarters in Lake Forest, Illinois, and roughly 21,000
employees worldwide.  Tenneco is one of the world's largest
designers, manufacturers and marketers of emission control and
ride control products and systems for the automotive original
equipment market and the aftermarket.  Tenneco markets its
products principally under the Monroe(R), Walker(R), Gillet(TM)
and Clevite(R)Elastomer brand names.


TUSCANY RESERVE: Can Hire Heller Draper as Counsel
--------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana
authorized Tuscany Reserve LLC to employ Heller, Draper, Hayden,
Patrick & Horn, L.L.C., as its counsel.

Among other things, the firm is expected to:

   a) advise the Debtor with respect to its rights, powers and
      duties as debtor and debtor-in-possession in the continued
      operation and management of its business and property;

   b) prepare and pursue confirmation of a plan of reorganization
      and approval of a disclosure statement;

   c) prepare on behalf of the Debtor all necessary applications,
      motions, answers, proposed orders, other pleadings, notices,
      schedules and other documents, and reviewing all financial
      and other reports to be filed;

   d) advise the Debtor concerning and preparing responses to
      applications, motions, pleadings, notices and other
      documents which may be filed by other parties herein; and

   e) appear in Court to protect the interests of the Debtor
      before this Court.

The firm's professionals are expected to have primary
responsibility for providing services to the Debtor with current
applicable rates:

      Professional                   Hourly Rate
      -----------                    -----------
      Douglas S. Draper, Esq.        $400
      Barry Miller, Esq.             $325
      Constant G. Marquer, III, Esq. $325
      Leslie Collins, Esq.           $325

      Designation                    Hourly Rate
      -----------                    -----------
      Attorneys                      $250-$400
      Associates                       $250
      Paralegals                       $90

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

Tuscany Reserve filed a Chapter 11 petition on July 10, 2009
(Bankr. M.D. La. Case No. 09-11027).  Douglas S. Draper, Esq.,
serves as the Debtor's counsel.  Its petition says that assets and
debts are between $10,000,001 and $50,000,000.


TUSCANY RESERVE: US Trustee Sets Meeting of Creditors for Aug. 14
-----------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in Tuscany Reserve LLC's Chapter 11 case on August 14, 2009, at
1:00 p.m.  The meeting will be held at the Middle District of
Louisiana, 707 Florida Street, Room 324, Baton Rouge, Louisiana.

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.

Tuscany Reserve LLC owns a 274-unit apartment project in Baton
Rouge, Louisiana.  The project was completed in 2008.  It is 65%
percent occupied.

Tuscany Reserve filed a Chapter 11 petition on July 10, 2009
(Bankr. M.D. La. Case No. 09-11027).  Douglas S. Draper, Esq.,
serves as the Debtor's counsel. Its petition says that assets and
debts are between $10,000,001 and $50,000,000.


TWO SPRINGS: Government's Alter Ego Claims Fail
-----------------------------------------------
WestLaw reports that the mere fact that a judgment lien creditor
might be judicially estopped, in a lien priority dispute between
itself and the federal government, from taking the position that
the corporations that the government sought to hold liable for a
tax debt were not alter egos of the taxpayer did not mean that it
could not benefit from the bankruptcy court's determination that
the taxpayer and the corporations were not alter egos based on the
government's failure to make out a prima facie case for
application of alter ego doctrine.  Judicial estoppel did not
relieve the government of its burden of proof, but merely
prevented the judgment lien creditor from presenting argument to
the contrary.  In re Two Springs Membership Club, --- B.R. ----,
2009 WL 2192291 (Bankr. N.D. Ohio).

Following the $2.6 million sale of a campground located in North
Palm Springs, Calif., owned by Two Springs Membership Club  free
and clear of all interests, with such interests to attach to the
sales proceeds, the Chapter 7 trustee brought an adversary
proceeding (Bankr. N.D. Ohio Adv. Pro. No. 06-4112) for a
determination of the validity, priority and extent of liens on
proceeds.  The Honorable Kay Woods, 400 B.R. 601, determined that
the Internal Revenue Service had not satisfied its burden of proof
on alter ego claims, and the government moved to alter or amend
that judgment.  Judge Woods declined the government's invitation
to alter or amend her earlier decision.

Two Springs Membership Club filed a chapter 11 voluntary petition
(Bankr. N.D. Ohio Case No. 04-44837) on October 4, 2004, and
converted to a chapter 7 liquidation proceeding on June 30, 2005.


USEC INC: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on USEC
Inc., including its 'B-' corporate credit rating, on CreditWatch
with negative implications.

The CreditWatch listing follows the company's announcement that
the U.S. Department of Energy denied USEC's application for a
$2 billion loan guarantee to complete construction of its
$3.5 billion American Centrifuge Plant, a uranium enrichment plant
project, in Piketon, Ohio.  Noting that the project has promise,
but that it was neither technically or financially ready to move
forward, DOE officials asked USEC to withdraw its application and
resubmit it in 12 to 18 months for reconsideration.  As a result,
the company has begun to initiate steps to demobilize the project
and has engaged outside advisors to evaluate strategic
alternatives for raising the funds necessary to complete the
project, which could be extremely challenging given the current
state of the economy and capital markets.

In resolving the CreditWatch listing, S&P will meet with the
company and assess its competitive market position, its ability to
move forward with the project without a DOE guarantee, and its
current operating and liquidity situation.  In addition, S&P will
also discuss with management its short- and intermediate-term
business and financial strategies.


USG CORPORATION: Fitch Corrects Ratings; Assigns 'BB/RR1' Rating
----------------------------------------------------------------
Fitch Ratings expects to assign a 'BB/RR1' rating to USG
Corporation's proposed private offering of $250 million of senior
unsecured notes.  The new issue will be guaranteed on a senior
unsecured basis by certain of USG's domestic subsidiaries.  The
company intends to use the net proceeds from the sale of the notes
for general corporate purposes, which may include the repayment of
indebtedness, working capital, capital expenditures and
acquisitions.

As a result of the proposed new debt issuance, the Recovery Rating
(RR) on USG's existing senior unsecured notes that are not
guaranteed by the company's subsidiaries are being downgraded:

  -- Senior unsecured notes to 'B/RR4' from 'B+/RR3';
  -- Convertible senior unsecured notes to 'B/RR4' from 'B+/RR3'.

Fitch currently rates USG:

  -- Issuer Default Rating (IDR) 'B';
  -- Secured bank credit facility 'BB/RR1'.

The Rating Outlook is Negative.

Fitch's '1' RR on USG's $500 million secured revolving credit
facility and the proposed $250 million unsecured notes issuance
indicates outstanding recovery prospects for holders of this debt
issue.  Although the proposed senior unsecured notes are
effectively subordinated to the company's secured debt, including
the $500 million secured revolving credit facility, the recovery
prospects for both of these debt classes are similar given USG's
strong asset coverage.  Fitch's '4' RR on USG's senior unsecured
notes indicates average recovery prospects for holders of these
debt issues.  As noted earlier, the company's existing senior
unsecured notes are not guaranteed by USG's subsidiaries.  Fitch
applied a liquidation analysis for these RRs.

The rating for USG is based on the company's leading market
position in all of its business segments, strong brand
recognition, low cost structure, its large manufacturing network
and sizeable gypsum reserves.  Risks include the cyclicality of
the company's end markets, excess capacity currently in place in
the U.S. wallboard industry, and volatility of wallboard pricing
and shipments.

The Negative Outlook for USG reflects a more challenging outlook
for housing, the home improvement and non-residential construction
sectors during the balance of 2009.

Net sales of $829 million for the second quarter (ended June 30,
2009) declined 33.7% year-over-year as the housing, home
improvement and commercial markets continued to deteriorate.
Gross margins for the quarter were relatively flat at 6.15%
compared with 6.08% during the second quarter of 2008.  During the
current quarter, selling, general and administrative expenses
decreased by $22 million year-over-year but increased as a
percentage of sales by 120 basis points to 8.7%.  The company
reported a pre-tax loss of $76 million, compared with a pre-tax
loss of $59 million during the same period last year.  For the
first half of 2009, net sales of $1.69 billion are down 29.9%
compared to the same period last year.  Gross margins year-to-date
are up 80 bps to 5.85% while SG&A as a percentage of sales
increased 90 bps to 9%.  USG reported a pre-tax loss of
$150 million during the June 2009 year-to-date period compared
with a pre-tax loss of $133 million during the first six months of
2008.  Despite weak demand, USG has been able to increase
wallboard prices for the third consecutive quarter (on a year-
over-year basis) after prices declined for seven straight quarters
starting in the first quarter of 2007.  Management indicated that
it has announced a 10% price increase for the month of August.
While the company has been successful in modestly raising
wallboard prices, further pricing increases may be difficult to
achieve given the continued low demand.  USG's average wallboard
price declined slightly on a sequential basis in the June 2009
quarter compared with the March 2009 quarter.

The company currently has good liquidity, with approximately
$495 million of cash and undrawn committed credit facilities as of
June 30, 2009, comprised of $302 million in cash, availability of
$167 million under its $500 million secured revolving credit
facility and $26 million (U.S. dollar equivalent) of borrowing
capacity under its newly negotiated CAD$30 million credit
agreement.  Proceeds from the new debt issuance will further
improve the USG's liquidity and provide the company with added
flexibility to fund its operations and navigate through the
currently difficult operating environment.

Established in 1902, USG Corporation is a vertically integrated
manufacturer and distributor of building materials that are used
in new residential, new commercial and repair & remodel
construction as well as certain industrial products.


VISTEON CORP: Cash Collateral Use Authorized Until Aug. 14
----------------------------------------------------------
Judge Christopher S. Sontchi entered a fifth interim order
allowing Visteon Corporation and its debtor affiliates access to
cash collateral through August 14, 2009, or the expiration date in
any notice of an event of default.

The Court conditions the Debtors' use of the cash collateral
pursuant to a three-week budget covering from July 31, 2009
through August 14, 2009.  A full-text copy of the Budget is
available for free at:

        http://bankrupt.com/misc/Visteon_814Budget.pdf

A full-text copy of the Fifth Interim Cash Collateral Order is
available for free at:

    http://bankrupt.com/misc/Visteon_5thInterimCashColl.pdf

A hearing to consider final approval of the Cash Collateral
Motion will be held on August 13, 2009.  Parties-in-interest have
until August 10, 2009, to file any objection.

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.

                        About Visteon Corp

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: To Pay More for LERA & Maquiladora Programs
---------------------------------------------------------
To recall, the Bankruptcy Court authorized Visteon Corp. and its
affiliates to pay prepetition obligations owing to foreign
affiliates on account of the Legal Equity Restructuring Program
and the Maquiladora Program up to an aggregate of $92,000,000.

The Debtors relate after further reconciliation, they have
discovered that prepetition payables totaling $114,000,000 were
owing to the LERA participants as of the Petition Date, not
$80,000,000 as previously sought.  With respect to the
Maquiladora Program, the Debtors have determined they
underestimated the liquidity needs of the Maquiladora
participants.

Accordingly, the Debtors sought and obtained permission from
Judge Sontchi to pay an additional $34,000,000 on account of the
LERA Program and an additional $12,000,000 on account of the
Maquiladora Program.

Under the LERA Program, Debtor Visteon Electronics Corporation
serves as a counterparty to and manages customer relationships
and financial transactions for sales to certain of the Debtors'
European customers.  Five of the Debtors' European affiliates
participate in the LERA Program as contract manufacturers.  They
are:

  (a) Visteon Portuguesa Ltd.;
  (b) Cadiz Electronica S.A.U.;
  (c) Visteon Sistemas Interiores Espana S.L.U.;
  (d) Visteon Hungary KFT; and
  (e) Visteon Autopal S.R.O.

The LERA Participants require payment of the outstanding
prepetition amounts to continue to fund their working capital
needs in the ordinary course of business.

"By maintaining the LERA Program, the Debtors will maintain
relations with the customers who are relying on the timely
shipment of those goods from the LERA Participants," Mark M.
Billion, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Delaware, relates.  "Moreover, the profits and
savings generated by the LERA Program will continue to flow up to
the Debtors' estates," he adds.

Mr. Billion told the Court that maintaining the LERA Program will
likely reduce any run on the European cash pool by the LERA
Participants, each of which participates in the European Cash
Pool.  The European Cash Pool involves Visteon Corporation and
various Foreign Affiliates making revolving loans to and, in the
case of the Foreign Affiliates, borrowing from Visteon
Netherlands Holdings B.V., which acts as an internal banker for
those transactions.

On the other hand, the Maquiladora Program is a similar program
for the benefit of Visteon's foreign affiliates in Mexico.  The
participants in the Macquiladora Program are:

  * Coclisa S.A. de C.V;
  * Carplastic S.A. de C.V.;
  * Altec Electronica Chihuahua, S.A. de C.V.;
  * Aeropuerto Sistemas Automotrices S. de R.L. de C.V.;
  * Climate Systems Mexicana, S.A. de C.V.;
  * Visteon Mexico S. de R.L.; and
  * Grupo Visteon S. de R.L. de C.V.

Mr. Billion stated that without payments to the Maquiladora
Program, the Maquiladora participants may not be able to satisfy
their obligations owing to customers, which would have a direct
negative impact on the Debtors' global enterprise.  He added that
failure to honor the Debtors' obligations under the Maquiladora
Program could result in the insolvency of one or more of the
Maquiladora participants under applicable Mexico law.


                        About Visteon Corp

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: To Enter Into Indemnity Agreement with Travelers
--------------------------------------------------------------
Visteon Corp. and its affiliates use surety bonds to secure a
variety of obligations incurred in the ordinary course of business
like customs duties and excise taxes imposed by U.S. and Canadian
authorities.  Prior to the Petition Date, the Debtors maintained
surety bond programs with two providers, Travelers Casualty and
Surety Company of America and Western Surety.  Travelers issued
seven surety bonds on the Debtors' behalf to various U.S. and
Canadian customs authorities and to the state of Indiana.
Pursuant to a Prepetition Indemnity Agreement, the Debtors agreed
to indemnify and reimburse Travelers in the event bond
beneficiaries obtained payment from Travelers on account of
Prepetition Travelers Bonds.

The Debtors relate that as of July 27, 2009, the outstanding face
value of the seven Prepetition Travelers Bonds is $3,800,000.
According to the Debtors, Travelers' obligations under those
Bonds are fully secured by the letter of credit amounting to
$3,800,000.  Moreover, as of July 27, 2009, no beneficiaries
under the Prepetition Travelers Bonds have drawn down on their
bonds and Travelers has not drawn on the letter of credit.

The Debtors, however, anticipate that they will need Travelers to
issue new surety bonds between September 2009 and March 2010 for
an aggregate total of approximately $3,700,000.  However, the
Debtors note, Travelers said it will not renew or issue new
surety bonds until the Debtors agree to enter into the
Postpetition Indemnity Agreement.

Accordingly, by this motion, the Debtors seek the Court's
authority to enter into a general contract of indemnity with
Travelers for the issuance of additional surety bonds, renewals,
or reinstatements of any prepetition Travelers Bonds and to
maintain their surety bond program with Travelers.

The parties' Postpetition Indemnity Agreement affirms the
Debtors' obligations pursuant to the Prepetition Indemnity
Agreement with respect to preexisting and new surety bonds issued
by Travelers.  The Postpetition Indemnity Agreement provides, in
relevant part, that the Debtors agree to:

  (a) pay all premiums for each new bond issued by Travelers
      until each bond has been fully discharged;

  (b) indemnify and exonerate Travelers from and against any and
      all losses and expenses, including interest, court costs,
      and counsel fees; and

  (c) promptly reimburse Travelers for all sums paid on account
      of losses and expenses and deposit with Travelers on
      demand funds sufficient to meet all of Travelers'
      liabilities arising from any bonds issued whether or not
      any payment for that loss has been made.

The Postpetition Indemnity Agreement also allows Travelers to
retain the proceeds of any letter of credit issued by the Debtors
until Travelers has received a written release from the Debtors
in form and substance satisfactory to Travelers with respect to
all surety bonds.

A full-text copy of the Travelers Postpetition Indemnity
Agreement is available for free at:

     http://bankrupt.com/misc/679_MoTravelersIndemnity.pdf


                        About Visteon Corp

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Gets Nod Severance & Retention Programs on 2nd Try
----------------------------------------------------------------
Representing Visteon Corp. and its affiliates, Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, noted in a counsel certification that the Bankruptcy
Court issued oral rulings at a July 16, 2009 hearing, denying the
Debtors' request for the implementation of Severance and Retention
Programs.  Mr. Billion said the Court specifically:

  -- denied the Non-Insider Retention Program, without
     prejudice; and

  -- denied that part of the Severance Program pertaining to
     "insiders," with prejudice, and denied that part of the
     Severance Program pertaining to "non-insiders," without
     prejudice.

Accordingly, the Debtors submitted a proposed order to reflect
the Court's oral rulings.  The Court has not signed the proposed
order.

Moreover, Mr. Billion relates that the Debtors presented evidence
to support their Severance and Retention Programs Motion at the
July 16 hearing.  The Debtors offered the testimony of William
Quigley, Visteon Corporation's Executive Vice President and CFO,
and of Douglas Friske, a managing principal of Towers Perrin who
advised the Debtors regarding their proposed Severance and Non-
Insider Retention Programs.  In summary, Mr. Quigley testified
that the Debtors developed the proposed Severance and Retention
Programs in response to various negative economic developments,
including substantial reductions in force, reduced compensation,
shortened work schedules and other efforts to restructure their
business culminating in the pending Chapter 11 proceedings.  The
proposed programs, as Mr. Quigley testified, are intended to
address anxiety among the Debtors' employees regarding their
financial security, to encourage them to focus on the company's
business and its reorganization and, with respect to critical
employees identified by senior management, to incentivize them to
remain at Visteon throughout the restructuring process.  On the
other hand, Mr. Friske testified, based on his analysis of market
data, that the proposed Severance Program, in terms of the
structure of benefit levels and tiering of employees based on
their positions in the organization, was consistent with market
practices and reasonable.  Mr. Friske further testified that the
proposed Retention Program, in terms of its benefit levels,
timing of payments, number of individuals covered, and total
projected payout, was also consistent with market practices.

The Official Committee of Unsecured Creditors stated on the
record at the hearing that they carefully studied the proposed
Programs and fully support Court approval of them.  Only the UAW
made an objection, saying there may be other employees of the
Debtors who satisfy the Section 101(31)(B) definition of
"insider."  The UAW, however, offered no evidence to support its
arguments.

In its oral ruling, the Court indicated that the Debtors had
submitted uncontradicted evidence that their proposed Severance
and Retention Programs were within the scope of their business
judgment.

The Court also indicated in its oral ruling that it would allow
for a subsequent record to be developed on who is insider and who
is not an insider and specifically whether under the proposed
programs no one else is included as an officer.

Accordingly, the Debtors filed a renewed motion on July 22, 2009,
for authority to implement the proposed Severance and Retention
Programs.

In response to the Court's oral ruling and its comments regarding
the need for further evidence demonstrating that the 12
"insiders" identified in the Debtors' Motion to Implement
Severance and Retention Programs are "insiders" only for the
purposes of Section 101(31)(B) of the Bankruptcy Code, the
Debtors undertook a searching examination of the nature and scope
of the duties and responsibilities of approximately 66 of their
most senior employees.  The results of that examination are
summarized in a declaration Visteon Corporation Vice President of
Human Resources Dorothy Stephenson presented to the Court, a
full-text copy of which is available for free at:

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

Ms. Stephenson avers that the 12 board-elected officers of
Visteon are, individually or together, solely responsible for
setting overall corporate policy governing all phases of the
Debtors' business.  The Officers' discretion in making policy and
disposing of corporate assets is carefully circumscribed in order
to ensure that those officers elected by the board remain fully
and finally responsible for the company's affairs.

The Debtors identified their 12 board-elected officers as
"insiders":

Officer                  Designation
-------                  -----------
Donald Stebbins          Chairman and CEO

William Quigley          Executive Vice President and CFO

Dorothy Stephenson       Senior Vice President, Human Resources

John Donofrio            Senior Vice President, General Counsel

Steven Meszaros          Vice President and President,
                          Electronics Product Group

Joy Greenway             Vice President, Corporate Controller
                          and Chief Accounting Officer

Michael Widgren          Vice President, Corporate Controller
                          and Chief Accounting Officer

James Sistek             Vice President, Information Technology

Eric Sachs               Vice President, Treasurer and Chief
                          Tax Officer

Julie Fream              Vice President, North American
                          Customer Groups and Communications

Michael Lewis            Assistant Treasurer

Heidi Sepanik            Corporate Secretary

The Debtors tell the Court that as a result of their evaluation,
they have determined that none of their 10 employees at the
Executive Leader Incentive Level is an "insider."  The Executive
Leader Incentive Level Employees are:

  1. Randall Sanders as VP of the Ford Customer Group;

  2. Glenda Minor as VP and Controller for the Interiors Product
     Group;

  3. Asaf Farashuddin as VP for Corporate Strategy;

  4. in-house counsel Janet Witkowski;

  5. in-house counsel Michael Sharnas;

  6. in-house counsel Sherisse Fiorvento

  7. Sunil Bilolikar as director of the Electronics Product
     Group Operation;

  8. Barbara Quilty as director for Global Compensation and
     Benefits;

  9. Daniel Linder as director for Interior Product Group,
     Electronics Product Group and Lighting in Asia; and

10. Robert Pyle as general manager of Yanfeng Visteon, a
     50-50 joint venture between Visteon and Shanghai Industry
     Automotive Corporation.

The Debtors also aver that that none of their 44 Senior Director
and Director Incentive Level Employees is an "insider."  A
complete list of the Debtors' 44 Senior Directors is available
for free at http://bankrupt.com/misc/Visteon_44Directors.pdf

                         *     *     *

Accordingly, Judge Sontchi permits the Debtors to honor their
obligations under the Non-Insider Severance and Retention
Programs provided that:

  (a) no "insider" will be eligible to participate in either
      Programs;

  (b) the severance benefits of the Debtors' executive leaders
      will be capped at nine months' base salary;

  (c) any payments made under the Non-Insider Retention Program
      will be credited against any amounts otherwise payable to
      the same employee under the Key Employee Incentive Plan by
      an equal amount; and

  (d) the Non-Insider Severance Program as it relates to
      employees assigned to Automotive Component Holdings LLC
      is subject to Ford Motor Company remaining committed to,
      and financially capable of, reimbursing the Debtors for
      those severance obligations.

Judge Sontchi directs the Debtors to provide five business days'
notice to the Official Committee of Unsecured Creditors and the
Office of the U.S Trustee for the District of Delaware in advance
of allocating currently unallocated Non-Insider Retention Program
amounts to employees.

                        About Visteon Corp

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)


VOUGHT AIRCRAFT: Boeing Completes Acquisition of SC Operations
--------------------------------------------------------------
The Boeing Company yesterday announced the completion of the
acquisition of the business and operations conducted by Vought
Aircraft Industries at its South Carolina facility, where a key
structure for the 787 Dreamliner is built.  The acquisition
agreement was announced originally on July 7.

The newly acquired facility, located in North Charleston, will be
called Boeing Charleston.  Boeing Charleston will be managed by
the 787 program as a wholly owned subsidiary.  Boeing Charleston
will continue to perform fabrication, assembly and systems
installation for 787 aft fuselage sections, which are made
primarily of composite materials.

As reported by the Troubled Company Reporter on July 9, 2009,
Moody's Investors Service affirmed Vought's B2 Corporate Family
and Probability of Default ratings but placed the ratings for
certain debt instruments under review for possible upgrade.  The
rating actions follow announcement of the deal.

Moody's noted that the transaction is subject to lender approval
for the release of collateral assets and determination of the
extent of debt paydown.  However, if completed as contemplated,
proceeds from transaction should facilitate a meaningful reduction
of senior secured indebtedness.  It could also relieve Vought of
the requirement for additional investment in working capital for
the Dreamliner program, thereby improving its liquidity profile.
The need to fund the working capital requirements for the 787
program, in conjunction with weaker overall earnings and cash
flow, would likely have resulted in continued liquidity pressure
over the coming quarters.

The sale of the 787 operations and termination of the 787 Supply
Agreement could reduce a major long-term revenue and earnings
generating prospect for Vought.  As part of the agreement Vought
will enter into new long-term supply agreements pursuant to which
it will be awarded additional volumes in Boeing's 737, 777, and
for certain components in the 787 aircraft programs.  These
activities should help to mitigate downside risks, according to
Moody's.

Moody's believes that the company's B2 CFR and PDR ratings
appropriately reflect the net balance of benefits and risks of the
proposed transaction.  Upon concluding the review of the
instrument ratings, Moody's expects that the company's rating
outlook could be negative until greater certainty about future
earnings and cash flow prospects from the ongoing businesses are
more clearly visible.

Vought Aircraft Industries, Inc., headquartered in Dallas Texas
and owned by The Carlyle Group, is one of the largest independent
developers and producers of structural assemblies for commercial,
military, and business jet aircraft.  Vought had revenues of
$1.8 billion in 2008.


VSS ENTERPRISE: Court Says Managers Can be Liable for Unpaid Wages
------------------------------------------------------------------
Judy Greenwald at Businessinsurance.com reports that the 9th U.S.
Circuit Court of Appeals in San Francisco ruled that managers can
be held responsible for workers' unpaid wages under federal law,
and that VSS Enterprises LLC's bankruptcy won't affect that
obligation.

Businessinsurance.com relates that three former Castaways Hotel,
Casino and Bowling Center employees filed a lawsuit against the
Company's CEO, chief financial officer, and labor relations
manager for unpaid wages.  According to the report, the CEO and
chief financial officer were the casino's co-owners.

Court documents say that the defendants, who didn't dispute their
status as employers under the federal Fair Labor Standards Act,
claimed that they had no duty to pay the wages when the casino
converted from a Chapter 11 bankruptcy proceeding to Chapter 7
liquidation in February 2004.  Businessinsurance.com states that
the appeals court disagreed, saying that it "cannot see how it
makes a difference one way or the other whether the Castaways was
in Chapter 11 or Chapter 7.  The Castaways is not a defendant, and
the defendants are not debtors."  The court said that previous
case law "leaves no doubt" that "the Castaways bankruptcy has no
effect on the claims against the individual managers at issue
here."  According to the court, the managers are "independently
liable under the FLSA," as they were considered employers due to
their exercise of "control over the nature and structure of the
employment relationship."

According to Businessinsurance.com, the case was remanded for
further proceedings, and the appeals court affirmed the lower
court's ruling that the managers weren't liable under Nevada state
law.

VSS Enterprises LLC dba The Castaways Hotel, Casino and Bowling
Center filed for chapter 11 protection (Bankr. D. Nev. Case No.
03-17939) on June 26, 2003, represented by the law firm of Gordon
& Silver, Ltd., in Las Vegas.  The Debtor's Amended Schedules of
Assets and Liabilities filed on July 25, 2003 -- see
http://docs.bmcgroup.com/vss/docs/0115.pdf-- showed $67.5 million
in assets and $33.9 million in liabilities.  Station Casino
purchased The Castaways' 26-acre site in 2004 for $33.7 million,
and demolished the structures on the property in 2005.


WENTWORTH HILLS: Secured Party to Sell Collateral on August 25
--------------------------------------------------------------
Potomac Realty Capital, LLC, secured party under a certain loan
dated March 24, 2006, in the original amount of $1,143,000, will
hold a public sale of the collateral securing the loan of
Wentworth Hills Member, LLC, on August 25, 2009, at 3:00 p.m. at
305 Broadway, Suite 200, New York, NY 1007.

The collateral to be sold consists of:

  (A)  (i) all of Debtor's right, title and interest, whether now
           owned and existing or hereafter acquired or arising, as
           a member of (a) Wentworth Hills, LLC, a Massachusetts
           limited liability company, and (b) Wentworth Hills
           Property, LLC, a Massachusetts limited liability
           company, as set forth in the Operating Agreement of
           each LLC;

      (ii) all of Debtor's deposit accounts, accounts, general
           intangibles, contract rights, chattel paper, investment
           property, instruments, letter credit rights, fees and
           all rights to payment of Debtor which in any way relate
           to Debtor's interest in the LLCs, and all books,
           records, electronically stored data and information;

     (iii) all rights to receive all income, gain, profit, loss or
           other times allocated or distributed to the Debtor; and

  (B)  (i) all of Sawyer Manager, Inc.'s right, title and
           interest, whether now owned and existing or hereafter
           acquiring or arising, as the sole shareholder of
           Wentworth Hills Manager, Inc., a Massachusetts
           corporation;

      (ii) all of Sawyer Manager, Inc.'s deposit accounts,
           accounts, general intangibles, contract rights, chattel
           paper, investment property, instruments, letter of
           credit rights, fees and all rights to payment of Sawyer
           Manager, Inc. which in any way relate to Sawyer
           Manager, Inc.'s interest in the corporation; and all
           books, records, electronically stored data and
           information; and

     (iii) all rights to receive all income, gain, profit, loss or
           other forms allocated or distributed to Sawyer Manager,
           Inc. by the corporation.

Secured party says that Wentworth Hills LLC is believed to own the
Wentworth Hills Golf Course in Plainville, Massachusetts, and that
Mansfield Cooperative Bank has a first mortgage on the golf
course.  In addition, Wentforth Hills Property Operator, LLC,
and/or Sawyer Manager, Inc., may have valuable contract rights or
other interests relating to the operation of the golf course.


XERIUM TECHNOLOGIES: Likely Breach Cues S&P to Junk Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Xerium
Technologies Inc., including the long-term corporate credit
rating, to 'CCC+' from 'B-'.  The '3' recovery rating on the
senior secured debt, indicating expectations of meaningful (50%-
70%) recovery in a default scenario, is unchanged.  The outlook is
negative.

"The ratings downgrade is based on S&P's expectation of declining
headroom under the company's leverage covenant and the increased
likelihood of a breach in 2009," said Standard & Poor's credit
analyst Sarah Wyeth.  Xerium's covenants step down in 2009 and
2010.  The company achieved a fifth amendment in May 2008 that
allowed increased flexibility in its minimum interest coverage,
fixed-charge, and total leverage ratio covenants, along with the
ability to exclude certain exchange-rate fluctuations in
calculating the total leverage ratio.  However, S&P believes
deteriorating end markets have affected the company's earnings and
resulted in declining headroom.  Xerium's debt (adjusted for
operating leases) to EBITDA was about 6.1x as of March 31, 2009.

"We could lower the rating further if the company cannot achieve
an amendment to relieve pressure under its covenant, or if the
company appears likely to initiate a restructuring or exchange of
some kind, which S&P would view as tantamount to default," she
continued.


YOUNG BROADCASTING: Court OKs Gray to Manage 7 TV Stations
----------------------------------------------------------
Gray Television, Inc., said it has been selected to be a
management advisor for seven television stations currently
operated by Young Broadcasting, Inc.:

     -- WKRN-TV, Nashville, TN
     -- WTEN, Albany, NY (also includes WCDC-TV, North Adams, MA)
     -- WRIC-TV, Richmond, VA
     -- WBAY-TV, Green Bay, WI
     -- KWQC-TV, Davenport, IA
     -- KELO-TV, Sioux Falls, SD (also includes KCLO-TV,
        Rapid City, SD and KDLO-TV, Florence, SD and KPLO-TV,
        Reliance, SD)
     -- KLFY-TV, Lafayette, LA

Gray will provide operational management services for the
stations.

"We anticipate promptly entering into a definitive management
agreement for these services," Gray said.  The Bankruptcy Court
has already approved the agreement.  The definitive agreement will
provide Gray with a $2.2 million per year management fee and
further provide Gray an opportunity to earn additional specified
incentive fees if certain performance targets are exceeded.  The
management services are currently expected to be provided through
December 31, 2012.

Gray is looking forward to working with the management and
employees of the Young Broadcasting TV stations.

                       About Gray Television

Gray Television, Inc. -- http://www.gray.tv/-- is a television
broadcast company headquartered in Atlanta, GA.  Gray currently
operates 36 television stations serving 30 markets.  Each of the
stations are affiliated with either CBS (17 stations), NBC (10
stations), ABC (8 stations) or FOX (1 station).  In addition, Gray
currently operates 38 digital second channels including 1 ABC, 4
Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network
affiliates plus 8 local news/weather channels and 1 "independent"
channel in certain of its existing markets.

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


* PBGC Pulls Deals With BlackRock, Goldman After Bidding Probed
---------------------------------------------------------------
The U.S. Pension Benefit Guaranty Corp. has revoked fund-
management contracts with BlackRock Inc., Goldman Sachs Group Inc.
and JPMorgan Chase & Co..

The PBGC terminated the contracts as the former head of the
agency, Charles E.F. Millard, a Bush administration appointee, is
being investigated by Congress over his relationships with money
managers, Carla Main at Bloomberg News said.

The PBGC, which oversees pension plans of bankrupt companies,
selected the three firms to manage $2.5 billion in private equity
and real-estate assets.

In December 2008, the PBGC announced that it has selected
investment firms BlackRock, Goldman Sachs and J.P. Morgan as
strategic partners to manage $2.5 billion in assets and provide
support to PBGC's in-house investment staff.  The PBGC's strategic
partners will manage the PBGC's allocations to private equity and
real estate, asset classes added to its portfolio under the
diversified investment policy adopted February 2008 by the PBGC
Board of Directors.

"These new strategic partners will do much more than manage
assets," said Director Charles Millard, in a December 2008
release.  "Our strategic relationships will be long-term in
nature, and will add tremendous value for the PBGC going forward."

Eric Lipton at the New York Times reported that the PBGC
permanently revoked the contracts with the three money-management
firms after questions arose surrounding Mr. Millard's actions
during the formal bidding process for contracts with the PBGC.

A selection committee of three, including Mr. Millard, chose JPM,
Goldman and BlackRock from among 16 bidders.

However, according to Holly Rosenkrantz at Bloomberg, a draft
report by the PBGC inspector general alleges that Millard had
inappropriate communications with eight of 16 Wall Street firms
that submitted bids.

The New York Times relates that BlackRock and Goldman extensively
wooed Mr. Millard into selecting them.  The NYT said that
BlackRock, assigned a high school classmate of Mr. Millard's to
stay in close contact with him, and it made sure to place him next
to its legendary founder, Laurence D. Fink, at a charity dinner at
Chelsea Piers.  A top executive at Goldman Sachs frequently called
and sent e-mail messages, inviting Mr. Millard out to the Mandarin
Oriental and the Ritz-Carlton in Washington, even helping him hunt
for his next Wall Street job.

According to Bloomberg, in response to the contract terminations,
Bobbie Collins, a spokeswoman for BlackRock, said, "We are
confident that neither the company nor any of its employees did
anything improper or illegal."

Goldman Sachs's research and analysis provided to the PBGC
before the formal bidding process "were appropriate and
encouraged under FAR 15.201," Andrea Raphael, a spokeswoman for
the Company, stated, referring to Federal Acquisition Regulations.


* U.S. Properties Worth $2.2 Trillion at Default Risk
-----------------------------------------------------
Real Capital Analytics said that about $2.2 trillion of properties
acquired or refinanced after this point in early 2004 have lost
value since the transaction.  Many of these properties, typically
leveraged 70% to 80%, would face significant refinancing hurdles
even if prices held firm, RCA said.  It added that few lenders now
are willing advance more than 50% to 60% of value.

Robert M. White, Jr., in RCA's Capital Trends Monthly July '09,
said that the equity in $1.3 trillion of properties is at great
risk if not already wiped out since properties acquired or
refinanced in 2006-2008 have seen prices declines of 25% or more.
The analysis includes only office, industrial, apartment and
retail properties of significant size.  Hotels, land, other
property types and smaller properties would add billions more to
the total.

Mr. White, president of RCA, added that property sales in so far
in 2009 equates to just 7% of volume achieved at the peak in the
first half of 2007. While sales volume this year barely registers
on the graph, the jump in activity in June is clearly visible and
may be an early signal that buyers are returning, lured by lower
prices.

According to Mr. White, the value of distressed properties has
more than doubled so far in 2009.  A total of $93 billion of
office, industrial, retail, and apartment properties in the US
have fallen into default, foreclosure or bankruptcy this cycle.
Troubled hotels and other commercial property types add at least
another $31 billion to the total.

RCA also said that loans originated in 2007, the market peak, are
seeing the highest levels of default although loans dating from
2004-2006 are also problematic and are likely to remain so as they
reach maturity over the next few years.

RCA is New York-based research firm.


* Edward Albert Joins Macquarie Capital as Managing Director
------------------------------------------------------------
Edward Albert has joined Macquarie Capital (USA) Inc. as a
Managing Director and co-New York office chief of Macquarie's
Restructuring and Special Situations (RASS) Group.  In his role,
Mr. Albert will be a senior member of Macquarie's US restructuring
team at a time when the group sees significant opportunities
across a spectrum of industry sectors.  Mr. Albert will work
closely with Michael Bruder, co-New York office head, Mick
Solimene in the team's Chicago practice and David Miller in
Atlanta.  The Group is active across a number of mandates advising
companies, sponsors, creditors and other stakeholders on
restructuring and related issues.

Macquarie's RASS team comprises 35 executives in Chicago, New
York, Los Angeles and Atlanta.  This is augmented by Macquarie
Capital's extensive global and regional presence, with 11 US
locations and offices in all major global financial centers.

Macquarie's RASS group advises companies, sponsors, creditors and
other stakeholders regarding balance sheet restructurings,
corporate finance transactions, strategic alternatives and mergers
and acquisitions.

Before joining Macquarie, Mr. Albert was a Managing Director at
Fortress Investment Group in their Drawbridge Special
Opportunities Fund.  During his time at Fortress and in previous
roles, Mr. Albert has led restructurings and negotiations or made
investment decisions in over $50 billion of transactions both in
and out of court.  Before his employment at Fortress, he led the
restructuring practice for Milestone Merchant Partners, held
various positions in the restructuring practice at Ernst & Young
Corporate Finance and also worked in the chief financial office of
Marriott International.  Mr. Albert holds an MBA from the
University of Maryland and a BS from Rowan College of New Jersey.


* Michael McMahon Joins Houlihan Lokey as Managing Director
-----------------------------------------------------------
Houlihan Lokey said Michael McMahon has joined the firm as a
Managing Director and head of the Financial Institutions Group.

Prior to joining the firm, Mr. McMahon was a managing director and
co-head of Diversified Financials at Morgan Stanley where he
focused on specialty finance and alternative asset management
companies.  Mr. McMahon joins the existing team which is based in
the New York office and will report to Bob Hotz and Scott Adelson,
global co-heads of Investment Banking.  Mr. McMahon's hire is the
most recent of a number of high profile bankers that have joined
Houlihan Lokey's Investment Banking business.

While at Morgan Stanley, Mr. McMahon was one of the senior team
leaders who advised the U.S. Treasury on the conservatorships of
Fannie Mae and Freddie Mac.  In addition, he advised Morgan
Stanley on the sale of its own structured products business.

Commenting on the hire, Mr. Hotz said, "In such a dynamic
environment for financial institutions, it is crucial that clients
have access to top advisors.  Michael has a proven track record in
this space and we are pleased to have him join our team and lead
this effort.  Michael has already established his presence at
Houlihan Lokey, working with our Financial Restructuring Group in
advising the Steering Committee of the Ad Hoc Noteholders on the
$3.0bn rescue financing for CIT."

Mr. McMahon added, "Today's clients require a full range of
expertise and independent advice and Houlihan Lokey is a brand
that is recognized as a leader in M&A, financial advisory and
restructuring.  In this challenging economic environment for
financial institutions, this platform and its unique product set
will allow me to provide our clients with exceptional service.  I
am excited to join the firm."

Before Morgan Stanley, Mr. McMahon spent nearly ten years with the
Global Financial Institutions Group at Credit Suisse/Donaldson,
Lufkin & Jenrette, which has populated a number of firms on Wall
Street with significant FIG talent.  While at Credit Suisse, Mr.
McMahon advised Westcorp/WFS Financial on its $4.3bn sale to
Wachovia and Ford Motor Credit Corp. on the sale of its non-prime
auto finance business.  Prior to that, he was in the fixed income
division of NatWest Securities/Greenwich Capital Markets.  Mr.
McMahon is a graduate of the University of Kentucky.  He is
registered with FINRA as a General Securities Representative
(Series 7 and 63).

                       About Houlihan Lokey

Houlihan Lokey -- http://www.HL.com/-- an international
investment bank, provides a wide range of advisory services in the
areas of mergers and acquisitions, financing, financial
restructuring, and valuation.  The firm was ranked the No. 1 M&A
advisor for U.S. transactions under $2 billion in 2008 and the No.
1 U.S. fairness opinion advisor over the past 10 years by Thomson
Reuters.  In addition, the firm advised in 11 of the 15 largest
corporate bankruptcies and on over 500 restructuring transactions
valued in excess of $1.25 trillion in the past 10 years.  The firm
has over 800 employees in 14 offices in the United States, Europe
and Asia.


* Three Former JPM Bankers Form Restructuring Firm CoveView
-----------------------------------------------------------
Three finance professionals and former J.P. Morgan bankers --
Daniel P. Tredwell, Douglas V. Traver and Thomas M. Canning --
announced that they have formed CoveView Advisors LLC, a new
"special situations" advisory firm established to provide
corporate finance and restructuring advice to companies dealing
with operational and financial difficulties.  CoveView also
intends to advise creditor groups.

After taking over leadership of Heartland Industrial Partners, Dan
Tredwell engineered the restructuring of Heartland's portfolio
companies.  With 23 years of private equity and capital markets
experience, he has executed over 30 acquisitions, divestitures,
and recapitalizations and currently sits on the boards of four
companies in three continents.

Doug Traver brings 27 years of experience with J.P. Morgan and its
predecessor firms.  Most recently, he was Co-Head of J.P. Morgan's
Syndicated and Leveraged Finance Group where he focused on
originating, structuring and underwriting loans and high yield
securities.  Before that he was Co-Chairman of the Financial
Sponsor Group, responsible for senior investment banking coverage
of large and mid-size private equity firms.

Also a 27-year J.P. Morgan veteran, Tom Canning served as a
Managing Director in the Restructuring Group and, before that, Co-
Head of European Credit Risk Management and has extensive
experience in capital markets transactions, including DIP
financings, for stressed, distressed and Chapter 11 clients.

These three CoveView executives will apply their complementary
skills in complex finance, private equity, principal investing and
restructuring to advise CoveView's clients and help them evaluate
and optimize assets, access capital markets and navigate through
all stages of restructuring if needed.

"It's great to once again team up with Doug and Tom who each bring
complementary and important skill sets to CoveView," said Dan
Tredwell.  "The entire team we have put together have hard-won
experience that enables us to expertly address the issues facing
both public and private companies in this challenging environment.
We have the unique ability to provide management expertise,
strategic guidance, and capital markets and restructuring advice
to help companies capitalize on evolving market dynamics and
deliver greater returns to stakeholders."

"We will deliver our broad experience in capital markets and our
complex situation skill set to clients," said Doug Traver.  "We
have a team of professionals that can understand a company's
situation from each stakeholder's perspective and can tailor an
appropriate solution."

"We like to get involved early so that we can develop an out-of-
court solution for a client," added Tom Canning.  "If bankruptcy
is the only answer, we have vast experience in guiding clients
through that process as well."

CoveView Advisors LLC -- http://www.coveviewadvisors.com-- is
headquartered in Stamford, CT.


* BOOK REVIEW: Rupert Murdoch: Creator of a Worldwide Empire
------------------------------------------------------------
Author: Jerome Tuccille
Publisher: Beard Books
Softcover: 304 pages
List Price: $34.95

With his recent purchase of the Dow Jones Company, parent company
of the Wall Street Journal, Rupert Murdoch added another piece to
his global communications empire and again showed why he is the
preeminent media mogul in the world.

While many books have been written about Murdoch, Rupert Murdoch:
Creator of a Worldwide Empire, is among the most enlightening
because it was written in 1989 and chronicles Murdoch's activities
during the 1980s, a critical period of time when he built his
empire in the United States.  It was a time when Murdoch "bought
and sold properties with dizzying speed," notes the author.  Two
of the most notable acquisitions were his purchase of Twentieth
Century Fox from Marvin Davis and the purchase of Triangle
Publications from Walter Annenberg, but many other acquisitions
are recounted in this fascinating book.  It was also a time when
Murdoch fiercely battled regulators, legislators, labor unions,
competitors, and even public opinion. These battles are recounted
also.

In writing Rupert Murdoch: Creator of a Worldwide Empire, the
author had access to a multitude of sources inside and outside the
Murdoch organization, including Murdoch himself.  Tucille
demonstrates Murdoch's mastery at taking advantage of tax and
financing techniques to borrow more than his rivals without
diluting the value of his holdings.

Murdoch's business acumen allowed him to continually outbid and
outmaneuver the competition to compile a media conglomerate that,
in the United States, includes The Boston Herald and The New York
Post newspapers; New York, TV Guide, and Seventeen magazines; the
HarperCollins publishing house, 20th Century Fox Film Corporation;
the Fox television network, and numerous Fox television stations
around the country.

Murdoch's international assets include the Times of London
newspaper and dozens of newspapers and magazines in his native
Australia.  Murdoch has often been compared to William Randolph
Hearst, but Tucille counters that Murdoch is his own man and, in
point of fact, has achieved a larger measure of success.  At the
time of this book's writing, Murdoch controlled a media empire of
$12 billion.  Hearst's holdings, adjusted to 1989 dollars, would
be approximately $700 million.

With the acquisition of The Wall Street Journal, Murdoch's
combined news, entertainment and Internet enterprises (he also
recently added the MySpace web site to his holdings) are now
valued at $68 billion.

Tucille dispels many of the myths about the man.  The author finds
Murdoch to be in the mold of the old publishing barons, who are
motivated to construct an empire through savvy acquisitions and
then by building readership and viewership.  Murdoch does not
acquire assets with the intent of breaking them down, disposing of
them, and quickly turning a profit.  He is a "builder"
entrepreneur who makes his assets stronger and more valuable.
Murdoch is also a risk-taker or, as some have characterized him,
as a gambler extraordinaire who, through a combination of luck and
good timing, has been able to build an empire although seemingly
overpaying for assets.  The author notes, however, that ". . . no
one's luck lasts that long.Murdoch -- like most successful people
-- makes his own luck through hard work and effort, by hiring the
right people to do the job and replacing them quickly when they
fail."

Jerome Tuccille has written more than 20 books, including a
biography of Alan Greenspan.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **