TCR_Public/090805.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 5, 2009, Vol. 13, No. 215

                            Headlines

2008 ASSET HOLDING: Court Establishes September 2 Claims Bar Date
750 GARLAND: Puts The Flat Apartment Up for Sale
ACCREDITED HOME: Gets Nod to Sell Certain Loans to NPA I
AFFINIA GROUP: Moody's Assigns 'B1' Rating on $225 Mil. Notes
AMERICAN AXLE: Files Amendment to 2 Employee Plan Annual Reports

AMERICAN AXLE: JPMorgan-Led Lenders Extend Waiver Until Aug. 20
AMERICAN CASINO: Moody's Assigns Corporate Family Rating at 'B3'
AMERICAN CASINO: S&P Assigns Corporate Credit Rating at 'B'
AMERICAN PACIFIC: Liberis Replaces Chesser as Counsel
AMERICAN PACIFIC: Hearing on Ch. 7 Conversion Delayed to Aug. 28

ANCHOR BLUE: Court Approves Severance Program
ARCLIN US: U.S. Trustee Sets Meeting of Creditors for August 26
ARCLIN US: Wants 60-Day Extension for Schedules and Statements
ASARCO LLC: Harbinger Wants Own Plan to Be Set Aside
ASARCO LLC: Asbestos Committee Finds Inconsistency in Plan

ASARCO LLC: Court Approves Hayden Site Settlement
BABCOCK QUARTER: Wants to Sell Motor Home to Reduce Sterling Debt
BAMBOO ABBOTT: Court Extends Schedules Filing Until August 24
BAMBOO ABBOTT: Gets Interim OK to Use Wells Fargo Cash Collateral
BEARINGPOINT INC: Court Approves Key Employee Incentive Plan

BEARINGPOINT INC: In Talks to Divest Latin America, Asia-Pac Units
BERNARD MADOFF: Some Victims Oppose Trustee's $14MM Fees
BERNARD MADOFF: Ruth Required to Report Expenses to Picard
BERTRAND CHAFFEE: Emerges From Chapter 11 Bankruptcy Protection
BIRMINGHAM-SOUTHERN COLLEGE: Moody's Affirms 'Ba1' Rating on Debt

CENTENNIAL COMMUNICATIONS: $949MM Stockholders Deficit at May 31
CHEMTURA CORP: Committee's Motion to Pursue Causes of Action
CHEMTURA CORP: Exclusive Plan Period Extended to Nov. 13
CHEMTURA CORP: Inks Settlement With J. Fina & AIG
CITIZENS REPUBLIC: Moody's Junks Subordinated Debt Rating

COLONIAL BANCGROUP: Shareholders to Vote on Shares Hike on Sept. 2
COLONIAL BANCGROUP: Hit by TARP Search Warrant
COMMERCECONNECT MEDIA: Commences Prepackaged Chapter 11 Bankruptcy
CONEXANT SYSTEMS: Swings to $2.72MM Income in Qrtr Ended July 2
COOPER-STANDARD: Chapter 11 Case Summary & Creditors' List

COYOTES HOCKEY: Court Moves Local Auction to September 10
CYGNUS BUSINESS: Files for Ch 11 After Lenders Agree to Debt Swap
EASTMAN KODAK: S&P Assigns 'CCC+' Senior Unsecured Rating
ENERGY FUTURE: Moody's Junks Corporate Family Rating From 'B3'
EVERETT MARITIME: U.S. Trustee Appoints 5-Member Creditors' Panel

FAIRPOINT COMMUNICATIONS: S&P Reassigns CC Corporate Credit Rating
FEDERAL-MOGUL: Allowed by Michigan State to Keep Tax Break
FEDERAL-MOGUL: Court Moves Sept. 22 Hearing Due to G-20 Meet
FEDERAL-MOGUL: Releases Second Quarter 2009 Results
FEDERAL-MOGUL: Tennessee Plan Spill Causes Evacuation, Sickness

FONTAINEBLEAU: BofA, et al., Want CCCS to Produce Documents
FONTAINEBLEAU: Term Lenders, Arelius Oppose Moelis Engagement
FONTAINEBLEAU: Term Lenders Oppose Terms of Citadel Engagement
GENERAL MOTORS: Panel Says $1.5BB JPMorgan Loans Are Unsecured
GENERAL MOTORS: Can Reject 33 Dealers Who Refused Wind-Down Deals

GENERAL MOTORS: Opel Tops GM's Agenda in First Board Meeting
GENERAL MOTORS: Appoints Members to Executive Management Committee
GENERAL MOTORS: Appointments at Shanghai-Based Operations
GENERAL MOTORS: Discloses Five Newest Members to Board
GENERAL MOTORS: Has Plan to Return to Car Leasing Business

GENERAL MOTORS: Publicis Groupe, Omnium Have Little Exposure
GMAC FINANCIAL: Posts $3.9BB Net Loss in Second Quarter 2009
GPS INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
GRAPHICS PROPERTIES: Plan Filing Period Extended to September 14
HAYES LEMMERZ: Panel Obtains TRO on Brazil Unit Restructuring

HAYES LEMMERZ: Retiree Committee Can Employ Stahl Cowen as Counsel
HAYES LEMMERZ: Retiree Panel Can Employ DSI as Financial Advisors
HAYES LEMMERZ: Retirees Tap Schnader as Delaware Co-Counsel
ICON REALTY: Can Hire Backenroth Frankel as Counsel
INSIGNIA VESSEL: Moody's Cuts Corporate Family Rating to 'B3'

INTERTAPE POLYMER: Posts $1.2 Million Net Loss for Q2 2009
JEFFERSON COUNTY: Alabama Lawmakers Discuss Occupational Tax
KEANE INTERNATIONAL: S&P Gives Stable Outlook; Affirms 'B' Rating
L-3 COMMUNICATIONS: Fitch Affirms Issuer Default Rating at 'BB+'
LAKE CUMBERLAND: Section 341(a) Meeting Scheduled for August 26

LANDSOURCE COMMUNITIES: Emerges From Ch. 11 as Newhall Land
LEHMAN BROTHERS: Federal Home Loan Sues to Recover $41.5 Million
LEHMAN BROTHERS: First Bank Wants to Investigate LBHI & LBSF
LEHMAN BROTHERS: Hires CB Richard as Real Estate Broker
LEHMAN BROTHERS: Intends to Investigate Consolidated Container

LEHMAN BROTHERS: Presents Settlement With Orange Beach Member
LEHMAN BROTHERS: Protocol for Resolving Derivative Contract Claims
LEVEL 3: Posts $134 Million Net Loss for Second Quarter 2009
LOOP 76: U.S. Trustee Sets Meeting of Creditors for August 25
METALDYNE CORP: Receives Bids for "Substantially All Assets"

METALDYNE CORP: Court Okays Break-Up Fee for Substitute Bidder
METROMEDIA INT'L: Creditors Want Plan Exclusivity Terminated
METROMEDIA INT'L: Can Employ Greenberg Traurig as Counsel
METROMEDIA INT'L: Can Employ Potter Anderson as Special Counsel
METROMEDIA INT'L: Panel Can Employ Baker & McKenzie as Counsel

MICHAEL VICK: Attorney's Fees Contested in Bankruptcy Case
MIDWAY GAMES: Dewey & Leboeuf Says Work for Directors Allowed
MODINE MANUFACTURING: Posts $14.5MM Net Loss for June 30 Quarter
MONUMENT REALTY: No Bid Received for Watergate Hotel
MOORE-HANDLEY: Section 341(a) Meeting Scheduled for August 25

MOUNT HOLLY: Hearing on MHU's Case Dismissal Plea Set for Aug. 11
MPG JUPITER: Wants to Hire Buddy Ford as Attorney
MPG PARKLAND: Files Chapter 11 to Thwart Foreclosure
NATIONAL GOLD: Court Denies Case Conversion to Chapter 7
NCB FSB: Fitch Affirms Primary Servicer Rating at 'CPS2+'

NOBLE INT'L: Nissan to Buy Assets in Private Sale
NOVA HOLDING: Proposes Sept. 11 Deadline for All Assets
ONEBEACON INSURANCE: Moody's Assigns 'Ba1' Preferred Stock Rating
OVERSEAS SHIPHOLDING: Moody's Cuts Corp. Family Rating to 'Ba2'
PENNY & KENNY: Voluntary Chapter 11 Case Summary

PITTSBURGH IRISH: Planning to Sell Assets for $1.2 Million
PROTOSTAR LTD: Can Hire Kurtzman Carson as Claims & Noticing Agent
PUENTES FAMILY LIMITED: Voluntary Chapter 11 Case Summary
RALLYE HOMES: Case Summary & 20 Largest Unsecured Creditors
REDDY ICE: Board OKs New Pay Scheme for Non-Employee Directors

REDDY ICE: June 30 Balance Sheet Upside Down by $224 Million
REGAL ENTERTAINMENT: Posts $40.4 Million Net Income in Q2 2009
REVLON INC: Posts $200,000 Net Income for Second Quarter 2009
ROLLLING HILLS: Case Summary & 2 Largest Unsecured Creditors
SALLY BEAUTY: June 30 Balance Sheet Upside-Down by $650.6 Million

SALLY BEAUTY: L'Oreal USA Amends Breach of Contract Suit
SANTA FE HOLDING: Gets Court Nod to Borrow $1.2MM from DBMC
SANTE FE HOLDING: Selects Heller Draper as Counsel
SANTE FE HOLDING: Names Dodson Parker as Corp. and Local Counsel
SEA CHANGE GROUP: Case Summary & 3 Largest Unsecured Creditors

SECURITY BANK: Files for Chapter 7 After Banks Seized
SEMGROUP LP: Canada Crude's Amended Chapter 15 Database
SEMGROUP LP: Court OKs Settlement With Catsimatidis
SEMGROUP LP: Five Units File Chapter 15, Have CCAA Plans
SEMGROUP LP: Producers' Committee Object to Plan

STATION CASINOS: Has Agreement for FCP Use of Cash Collateral
STATION CASINOS: Proposes to Honor Prepetition Insurance Dues
STATION CASINOS: Sec. 341 Meeting of Creditors on August 31
STUART EDWARDS: Court Orders Conversion of Case to Chapter 7
STUDIO THEATRE: Court Orders Conversion of Case to Chapter 7

TROPICANA ENT: OpCo Entities Oppose LandCo Trademark Suit
TROPICANA ENT: Adamar of NJ Wants Plan Deadline Moved to Dec. 25
TROPICANA ENT: Adamar Asks 90-Day Extension for Lease Decisions
TROPICANA ENT: Sr. Sub. Noteholders Want Professionals' Fees Paid
TVI CORP: Plan Filing Period Extended to August 31

UNISYS CORPORATION: Moody's Confirms Corp. Family Rating at 'B3'
UNISYS CORPORATION: Fitch Downgrades Issuer Default Rating to 'RD'
UNISYS CORP: S&P Downgrades Corporate Credit Rating to 'SD'
US ORE CORP: Case Summary & 20 Largest Unsecured Creditors
VALASSIS COMMUNICATIONS: S&P Gives Stable Outlook; Keeps B Rating

VISTEON CORP: Amended Application Hikes FTI Fees
VISTEON CORP: Committee Wants to Retain Chanin Capital as Banker
VISTEON CORP: Hires Ernst & Young for Risk Management Services
VISTEON CORP: To Sell Equipment at Durant, Mississippi Facility
WASHINGTON MUTUAL: Amends By-Laws to Reflect Management Changes

WASHINGTON MUTUAL: FTI Consulting Charges $754,970 for Feb. to May
WASHINGTON MUTUAL: Shareholders Aim to Recoup Losses
WESTSIDE DEVELOPMENT: Section 341(a) Meeting Slated for August 31
WITHERS STEEL: Case Summary & 20 Largest Unsecured Creditors
WOLVERINE TUBE: Amends SEC Disclosures to Correct Typo Errors

YOUNG OPERATING: Case Summary & 20 Largest Unsecured Creditors

* Bankruptcy Exit Plans Filed in Seven Large Cases Last Week
* High-Yield Distressed-Debt Trading Falls Lowest in 11 Months

* Upcoming Meetings, Conferences and Seminars

                            *********

2008 ASSET HOLDING: Court Establishes September 2 Claims Bar Date
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set deadlines for creditors and parties-in-interest to file
proofs of claim against 2008 Asset Holding Corp. (f/k/a GSC
Capital Corp.).

Holders of general unsecured claims arising pre-bankruptcy must
file proofs of claim by September 2, 2009.  The governmental units
must file proofs of claim by December 28, 2009.

As reported by the Troubled Company Reporter on July 7, 2009,
citing Bill Rochelle at Bloomberg News, 2008 Asset Holding intends
to file a Chapter 11 liquidating plan it hopes will be supported
by the noteholders.  The Debtor owes $97.9 million on 7.25% senior
convertible notes.

GSC Capital Corp., a real estate investment trust, was formed to
invest in mortgage-backed securities, residential mortgages,
mortgage loans, and a variety of real estate-related derivatives.
Some of the assets are worthless and will be abandoned, Bloomberg
said, citing a court filing.

2008 Asset Holding, together with two subsidiaries, filed for
Chapter 11 on June 30, 2009 (Bankr. S.D.N.Y. Case No. 09-14264).
Shannon Lowry Nagle, Esq., at O'Melveny & Myers, LLP, in New York,
serves as counsel.  The petition says assets range from $1,000,001
to $10,000,000 while debts are between $100,000,001 and
$500,000,000.


750 GARLAND: Puts The Flat Apartment Up for Sale
------------------------------------------------
750 Garland LLC is auctioning off The Flat, its apartment building
in City West, California, Adrian Glick Kudler at la.curbed.com
reports.

According to the report, broker Rotimi Ayenbeku said that China
Trust Bank, whom 750 Garland owes $23 million in construction
loan, is asking $24 million for the former Holiday Inn building.

Mr. Ayenbeku said that he and his partner received three offers --
most around $20 million -- and are still accepting more,
la.curbed.com relates.

la.curbed.com states that leasing continues at The Flat and
Westside Rentals has two listings at the property.

Headquartered in Los Angeles, California, 750 Garland LLC is a
limited liability company which owns The Fiat, a 206-unit, six-
story apartment building.  The Company filed for Chapter 11 on
April 22, 2009 (Bankr. C.D. Calif. Case No. 09-19104).  Helen R.
Frazer, Esq., at Atkinson Andelson Loya Ruud & Romo, represents
the Debtor in its restructuring efforts.  The Debtor listed total
assets of
$30,015,000 and total debts of $27,342,806.


ACCREDITED HOME: Gets Nod to Sell Certain Loans to NPA I
--------------------------------------------------------
Accredited Home Lenders Holding Co. obtained permission from Judge
Mary Walrath of the U.S. Bankruptcy Court for the District of
Delaware to sell certain loans free and clear of liens, claims and
other interests.  According to Carla Main at Bloomberg News, the
sale is to be completed under the terms of an asset purchase
agreement between the debtor and NPA I LLC.  If they fail to close
on the agreement, a second buyer, Lendsure, which was the second
bidder at the bankruptcy auction, will step in and become the
purchaser.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  The Debtors
selected Hunton & Williams LLP as Chapter 11 counsel, and
Pachulski Stang Ziehl & Jones LLP as co-counsel.  Accredited Home
also tapped Luce, Forward, Hamilton & Scripps LLP and Quinn
Emanuel Urquhart Oliver & Hedges LLP for various litigation.  APS
Services LLC has been tapped to provide management services,
including a CRO for the Debtors.  Kurtzman Carson Consultants is
the Debtors' claims agent.  The official committee of unsecured
credtiors tapped Arent Fox as counsel, Elliott Greenleaf as
Delaware and conflicts counsel, and Weiser LLP as financial
advisor.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


AFFINIA GROUP: Moody's Assigns 'B1' Rating on $225 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service has assigned a (P)B1 prospective rating
to Affinia Group Inc.'s proposed $225 million of senior secured
notes.  In a related action Moody's affirmed Affinia's Corporate
Family Rating and Probability of Default Rating at B2, the Ba2
rating on the existing bank credit facilities, the B3 rating on
the subordinated notes, and the SGL-3 Speculative Grade Rating.
The rating outlook remains negative.  The proposed senior secured
notes, combined with funds from other sources will be used to
refinance Affinia's existing senior secured bank credit
facilities.

The affirmation of Affinia's B2 Corporate Family Rating reflects
the relative stability of the company's automotive aftermarkets
business, which has supported the company's ability to maintain
credit metrics consistent with the assigned rating.  The
automotive aftermarket parts sector benefits from a growing number
of registered vehicles.  In addition, Affinia's product offerings
are largely consumables such as filtration and brake products with
demand generally correlated more with normal maintenance and wear
requirements rather than overall economic conditions.  The
company's products also benefit from leading market positions.

The negative outlook continues to reflect the softer demand
environment for aftermarket auto parts as consumer spending
patterns shift toward savings resulting in some postponed car
maintenance and lower passenger miles driven.  As a result,
company's top line and credit metrics are expected to continue to
be pressured through 2009 despite recent restructuring actions,
and lower cost sourcing.

The Speculative Grade Liquidity Rating of SGL-3 reflects the
company's current adequate level of liquidity.  At March 31, 2009,
the company maintained $39 million of unrestricted cash and cash
equivalents.  The $125 million revolver was undrawn, with
$22 million utilized for LC issuance.  However, revolver
availability is severely limited by the bank credit facility's net
leverage covenant.  The company had no outstandings under its
$100 million receivable securitization facility which matures in
November 2009. The next major debt maturity is the company's
$287 million term loan in November 2011.  Alternate forms of
liquidity are limited as the bank credit facilities are secured by
substantially all of the company's assets.  Affinia's ability to
generate free cash flow over the next 12 months may be pressured
by soft economic conditions which may pressure consumer
aftermarket spending patterns.  The successful completion of
Affinia's capital structure refinancing is expected to favorably
impact the company's liquidity profile.

Rating Assigned:

* (P)B1 (LGD3, 37%) for the proposed $225 million privately placed
  senior secured notes

Ratings affirmed:

* B2, Corporate Family Rating
* B2, Probability of Default
* First lien bank debt, Ba2 (LGD2, 19%)
* B3 (LGD5, 70%) on the Subordinated Notes
* Speculative Grade Liquidity Rating, SGL-3
* Senior Unsecured Issuer Rating, B3

The last rating action for Affinia was on December 2, 2008.  When
the Corporate Family Rating was affirmed at B2 and the outlook was
changed to negative.

Affinia Group Inc., headquartered in Ann Arbor, MI, is a designer,
manufacturer and distributor of aftermarket components for
passenger cars, sport utility vehicles, light, medium and heavy
trucks and off-highway vehicles.  The company's product range
addresses filtration, brake and chassis markets in North and South
America, Europe, and Asia.  In 2008, the company reported revenues
of approximately $2.2 billion.


AMERICAN AXLE: Files Amendment to 2 Employee Plan Annual Reports
----------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed amendments on
Form 11-K/A to the Annual Report for the year ended December 31,
2008, for:

     1. the American Axle & Manufacturing, Inc. Personal Savings
        Plan for Hourly-Rate Associates

        See http://ResearchArchives.com/t/s?40a6

     2. the American Axle & Manufacturing, Inc. Salaried Savings
        Plan

        See http://ResearchArchives.com/t/s?40a7

The Personal Savings Plan for Hourly-Rate Associates reported
$147,938,684 in Net Assets Available for Benefits at December 31,
2008.

The Salaried Savings Plan reported $98,295,417 in Net Assets
Available for Benefits at December 31, 2008.

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

                          *     *     *

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

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

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

Deloitte & Touche LLP, American Axle's auditor, has raised
substantial doubt about the ability of the Company to continue as
a going concern.  Deloitte noted the significant downturn in the
domestic automotive industry which has an adverse impact on
American Axle's two largest customers.

American Axle had assets of $2.073 billion against debts of
$2.525 billion as of March 31, 2009.


AMERICAN AXLE: JPMorgan-Led Lenders Extend Waiver Until Aug. 20
---------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., and American Axle &
Manufacturing, Inc., entered into an extension of the Waiver and
Amendment, dated as of June 29, 2009, to the Credit Agreement
dated as of January 9, 2004, as amended, with JPMorgan Chase Bank,
N.A., as Administrative Agent for the lenders party thereto, and
J.P. Morgan Securities Inc. and Banc of America Securities LLC, as
Joint Lead Arrangers and Joint Bookrunners.

The Waiver Extension, among other things, extends the original
waiver period termination date of July 30, 2009, to August 20,
2009.  The Waiver Extension continues to require AAM to maintain a
daily minimum liquidity of $100 million and can be terminated
under certain circumstances, including AAM's inability to meet the
minimum liquidity test for four consecutive business days or the
payment of interest during the extension period on AAM's and
Holdings' outstanding notes.  Except for the foregoing, the Waiver
and Amendment remains in full force and effect.

AAM continues to have active discussions with its lenders
regarding further modifications to the Revolving Credit Facility.
The extension of the waiver period is a positive step in this
process and provides additional time for these discussions.

Members of the lending syndicate are:

     * Bank of America, N.A.
     * Bank of China, Los Angeles Branch
     * Bank of China, New York Branch
     * The Bank of New York Mellon
     * BNP Paribas
     * Comerica Bank
     * HSBC Bank USA, National Association
     * KeyBank National Association
     * Wachovia Bank, N.A.

A full-text copy of the Waiver Extension is available at no charge
at http://ResearchArchives.com/t/s?40a5

As reported by the Troubled Company Reporter on August 3, 2009,
American Axle may have to file for Chapter 11 bankruptcy
protection if it fails to reach a new accord with lenders, Detroit
Free Press said, citing analysts.

As reported by the TCR on July 14, 2009, Reuters, citing people
familiar with the matter, said American Axle is working with law
firm Shearman & Sterling as it considers restructuring options,
including filing for bankruptcy.  American Axle said that its
long-term relationship with Shearman & Sterling, which has
included work on securities law and litigation, was broadened to
include advice on restructuring.

American Axle spokesperson Chris Son said the Company continues to
have talks with lenders about further modifications to a
$470 million revolving credit line, Detroit Free Press said.

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

                          *     *     *

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

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

Deloitte & Touche LLP, American Axle's auditor, has raised
substantial doubt about the ability of the Company to continue as
a going concern.  Deloitte noted the significant downturn in the
domestic automotive industry which has an adverse impact on
American Axle's two largest customers.

American Axle had assets of $2.073 billion against debts of
$2.525 billion as of March 31, 2009.


AMERICAN CASINO: Moody's Assigns Corporate Family Rating at 'B3'
----------------------------------------------------------------
Moody's assigned a B3 Corporate Family Rating and Probability of
Default Rating to American Casino & Entertainment Properties, LLC.
Moody's also assigned a B3 rating to the company's proposed
$375 million senior secured notes due 2014 and a Speculative Grade
Liquidity rating of SGL-2.  Proceeds from the new notes will be
used to repay the company's existing term loan.  All ratings are
subject to the receipt and review of final documentation.  The
rating outlook is stable.

The B3 Corporate Family Rating reflects ACEP's small scale in
terms of revenue, concentration in the Las Vegas market, and the
expectation of continued weak gaming demand, particularly in Las
Vegas, that could challenge ACEP's ability to reduce its high
leverage in the near-term.  Positive ratings consideration
includes the company's good liquidity represented by pro-forma
cash balances of approximately $100 million and Moody's
expectation that the company can generate positive free cash flow.
Additionally, the indenture is expected to significantly limit the
company's ability to make restricted payments and to incur
additional debt.

The stable outlook considers that ACEP will be able to maintain
debt/EBITDA below 5.5 times and given restrictions in the
indenture, the company can maintain strong cash balances.

First time ratings assigned:

* Corporate Family Rating at B3
* Probability of Default Rating at B3
* $375 million senior secured notes due 2014 at B3 (LGD 4, 50%)
* Speculative Grade Liquidity rating at SGL-2

American Casino & Entertainment Properties LLC owns and operates
three gaming properties in Las Vegas, NV (Stratosphere Casino
Hotel and Tower, Arizona Charlie's Decatur and Arizona Charlie's
Boulder) and one property in Laughlin, NV (Aquarius Casino
Resort).  The company generates annual net revenue of
approximately $400 million.


AMERICAN CASINO: S&P Assigns Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Las Vegas-based American Casino & Entertainment
Properties LLC.  The rating outlook is stable.

At the same time, S&P assigned ACEP's proposed $375 million senior
secured notes an issue-level rating of 'B+' (one notch higher than
the 'B' corporate credit rating) with a recovery rating of '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for noteholders in the event of a payment default.  The company
intends to use the proceeds from the notes offering to repay all
outstanding amounts under its Goldman term loans.  The notes will
be issued in a private transaction under Rule 144A of the U.S.
Securities Act of 1933 and will have registration rights.

"The 'B' corporate credit rating reflects the disadvantaged
location on the Las Vegas Strip of its largest cash flow
generating property, reliance on only two markets that are
geographically close together, and S&P's expectation that
challenging operating conditions in the Las Vegas market will
continue over the next several quarters," said Standard & Poor's
credit analyst Melissa Long.  "ACEP does benefit from some
diversity of cash flow, with four properties."

The company owns and operates four casinos in Nevada: three in Las
Vegas (the Stratosphere, Arizona Charlie's Decatur, and Arizona
Charlie's Boulder) and one in Laughlin (the Aquarius Casino
Resorts).

The Stratosphere is located on the northern end of the Las Vegas
Strip.  Despite its visible landmark given the dramatic height of
its tower, its disadvantaged Strip location has created challenges
because of the lack of foot traffic on this portion of the Strip.
As a result, it is marketed as a value-oriented property.  S&P
expects the disadvantageous location to continue to pressure
performance at this property, especially since a significant
amount of room capacity will come online in the Las Vegas market
later on in 2009 when MGM's CityCenter opens.  While the new
CityCenter rooms will target high-end visitors, S&P expects that
the facility's opening will place more pressure on already low
room rates throughout the market and will likely pull traffic
toward the center of the Las Vegas strip.

ACEP's Arizona Charlie's Decatur and Arizona Charlie's Boulder
casinos are located off of the Las Vegas Strip and target
individuals who live and work in Las Vegas.  Although S&P has a
favorable long-term view of the Las Vegas locals market given
strong demographics and local zoning regulations that create high
barriers to entry, operating conditions in the locals market
have been quite weak because of high unemployment and a very weak
Las Vegas real estate market.  S&P expects these difficult
operating conditions to continue through at least the rest of
2009, and S&P does not expect to see a rebound in performance in
2010.

In the first six months of 2009, ACEP's net revenues decreased
approximately 16% and EBITDA fell 24%.  S&P anticipates that the
second half of 2009 will be similar to the first half of 2009 and,
as a result, S&P expects net revenues to fall in the mid-teens
area and EBITDA to fall in the mid-20% area for the full year.
Under these performance assumptions, S&P expects leverage will end
2009 at around 6x, and EBITDA coverage of interest to be in the
mid-1x area.


AMERICAN PACIFIC: Liberis Replaces Chesser as Counsel
-----------------------------------------------------
American Pacific International, Ltd., asks the U.S. Bankruptcy
Court for the Northern District of Florida for authority to employ
Liberis & Associates, P.A., as counsel.

Liberis will advise the Debtor regarding its rights and represent
its interests before the Court.  Services to be provided by
Liberis include negotiations with creditors, amendment of the
schedules and statement of affairs, preparation of the plan and
disclosure statement, and the representation of the Debtor in any
adversary pleadings, motions or other matters brought before the
Court.

Liberis replaces Chesser & Barr, P.A., the Debtor's prior counsel.

Liberis' hourly rates are:

     Charles S. Liberis, Esq.          $350
     Bruce C. Fehr, Esq.               $250
     Paralegals                         $85

Bruce C. Fehr, Esq., an associate at Liberis, assures the Court
that he does not represent or holds an interest to the Debtor and
its estate in connection with the matters on which his firm is to
be employed.

Mr. Fehr can be reached at:

     Bruce C. Fehr, Esq.
     Liberis & Associates, P.A.
     West Intendencia Street
     Pensacola, Florida 32502
     Tel: (850) 438-9647

Crestview, Florida-based American Pacific International, Ltd., dba
Shoal River Country Club and Adara Golf Club, operates a golf
course and pro shop.  The Company filed for Chapter 11 protection
on October 10, 2008 (Bankr. N.D. Fla. Case No. 08-31566).  In its
bankruptcy petition, the Debtor listed assets of $12,435,231 and
debts of $6,025,130.


AMERICAN PACIFIC: Hearing on Ch. 7 Conversion Delayed to Aug. 28
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida has
postponed the hearing on the motion of First National Bank &Trust
to dismiss or convert the Chapter 11 case of American Pacific
International, Ltd. to August 28, 2009, at 9:30 a.m. to give
Liberis & Associates, P.A., the Debtor's proposed new counsel,
time to review the file and fully prepare for the hearing.

As reported in the TCR on July 3, 2009, secured creditor First
National, in its request for conversion or dismissal, said that
the golf course, pro shop and affiliated businesses closed soon
after the commencement of the Debtor's bankruptcy case and that
since the petition date, the Debtor has performed "virtually" no
maintenance of its assets.  First National added that the Debtor's
estate is sustaining continual losses, and its only source of
income is $1,000 in monthly payments from a homeowners
association.

                      About American Pacific

Crestview, Florida-based American Pacific International, Ltd., dba
Shoal River Country Club and Adara Golf Club, operates a golf
course and pro shop.  The Company filed for Chapter 11 protection
on October 10, 2008 (Bankr. N.D. Fla. Case No. 08-31566).  Bruce
C. Fehr, Esq., at Liberis & Associates, P.A. represents the Debtor
as counsel.  In its bankruptcy petition, the Debtor listed assets
of $12,435,231 and debts of $6,025,130.


ANCHOR BLUE: Court Approves Severance Program
---------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the severance program proposed by Anchor Blue
Retail Group, Inc.

As reported by the Troubled Company Reporter on July 14, 2009, the
Debtors sought permission to implement a severance program for
certain non-insider employees as the Debtors proceed with their
planned asset sales and store closings.

Pursuant the program, a group of 14 employees would be eligible to
receive either 5% -- for Levi's & Dockers Outlet by MOST employees
-- or two weeks of base pay -- for Anchor Blue employees -- for
each month that the employee remains employed beyond the effective
date of a Transition Services Agreement.  The effective date was
expected to occur July 13, 2009.

The Debtors said the transition period will last a maximum of
three months, which would result in a maximum expected exposure of
roughly $120,000.

Prepetition, the Debtors adopted offered terminated employees with
severance.  That prepetition severance program was applicable to
all management and non-management employees.

As reported by the TCR on July 6, 2009, the Court approved the
sale of 73 of the 74 Anchor Blue Retail Group, Inc., et al.'s
Levi's & Dockers Outlet by MOST stores, free and clear of all
liens and encumbrances to Levi's Only Stores, Inc., the successful
bidder at the auction.  Levi's Only, an affiliate of Levi Strauss
& Co., made a bid of $72 million.

Anchor Blue has a separate deal to sell some 127 Anchor Blue
stores to current management and Ableco Finance LLC, the agent for
the term loan lenders.  Ableco will pay for the stores largely in
exchange for secured debt, including debt provided for the Chapter
11 case.  The auction date for this sale is set for July 27 to be
followed by a sale approval hearing on July 30.

Sixty-four stores will be closed in going-out-of-business sales.
Gordon Brothers Retail Partners LLC has the stalking horse bid for
the GOB sales.  Under the Debtors' agreement with its stalking
horse bidder for the liquidation sales, the Debtors were to
receive 114% of the "aggregate Cost Value of the Merchandise" sold
at the GOB sales, but only if the aggregate Cost Value is between
$6.5 million and $7.5 million.  If the aggregate Cost Value is
outside of that range (either higher or lower), Anchor Blue's
guaranteed percentage is lower.

The TCR said July 3 that Judge Peter Walsh approved $800,000 in
bonuses for executives at Anchor Blue despite objections from a
U.S. trustee, who claimed the bonus plan was really a retention
plan in disguise that improperly compensated the company's
executives regardless of performance.

                  About Anchor Blue Retail Group

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

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


ARCLIN US: U.S. Trustee Sets Meeting of Creditors for August 26
---------------------------------------------------------------
Roberta DeAngelis, Acting The U.S. Trustee for Region 3 will
convene a meeting of creditors in Arclin US Holdings Inc. and
other U.S. based units' Chapter 11 cases on August 26, 2009, at
11:00 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington, Delaware.

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

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

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: Wants 60-Day Extension for Schedules and Statements
--------------------------------------------------------------
Arclin US Holdings Inc. and other U.S. based units ask the U.S.
Bankruptcy Court for the District of Delaware to extend for an
additional 60 days the time to file their (i) schedules of assets
and liabilities; (ii) schedules of executory contracts and
unexpired leases; and (iii) statements of financial affairs.

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

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

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


ASARCO LLC: Harbinger Wants Own Plan to Be Set Aside
----------------------------------------------------
Harbinger Capital Partners Master Fund I Ltd. asks the U.S.
Bankruptcy Court for the Southern District of Texas to abate
confirmation of its proposed Chapter 11 plan for ASARCO LLC

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

Harbinger says that while it is not withdrawing its Plan, it wants
the Court to suspend confirmation of its own plan in order to
conserve estate resources.

Harbinger said that since it filed its plan, the Debtors and Grupo
Mexico have made substantial modifications to the terms of their
proposed plans.  These plans, according to Harbinger, have
substantially improved the proposed treatment and recovery for
unsecured creditors.

Harbinger added that interim results from AlixPartners, the
balloting agent, reveal that no impaired class have voted to
accept its proposed Chapter 11 plan.  Several parties have also
conveyed objections to the Harbinger plan.

Harbinger said that it will seek confirmation of its own plan in
the event neither the ASARCO LLC nor the Parent plan is confirmed
by the Court.  In that scenario, it intends to present for
confirmation its own plan 20 days after the confirmation of the
confirmation hearings scheduled to begin August 10.

                        Competing Plans

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.1 billion in cash
and assume certain liabilities as part of its consideration in
exchange for ASARCO's assets.

Grupo Mexico, through ASARCO Inc. and Americas Mining Corp., is
offering to purchase ASARCO LLC, and exchange offer creditors 100%
100% of the value of the claims: 97% in the form of payments in
cash and equivalents, consisting of $3.152 billion, as well as
the remaining 3% from amounts recovered from various litigation
proceedings, including against Sterlite.  Grupo Mexico recently
beefed up its plan to provide recovery options for creditors.

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

In a letter included in the solicitation documents, Harbinger and
co-sponsor Citigroup Global told urged creditors to vote for the
Company's plan, and not to vote on parent Grupo Mexico SAB's
proposed plan.  According to Harbinger, the Debtors' Plan provides
for maximum recoveries to, and expeditious and equitable treatment
of, all holders of claims, including holders of bond claims.
Harbinger and Citigroup, which own two-thirds of Asarco's bonds
and debentures, say that the Parent Plan may be non-confirmable as
it deprives creditors of the right to collect US$500 million in
post-bankruptcy interest.  The bondholders say they proposed their
own plan just in case Asarco's plan couldn't be confirmed "for
some unforeseeable reason."

Copies of the disclosure statement explaining the three plans, as
divided into five parts, are available for free at:

    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_01.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_02.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_03.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_04.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_05.pdf

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Asbestos Committee Finds Inconsistency in Plan
----------------------------------------------------------
The Official Committee of Asbestos Claimants in Asarco LLC's case
relates that it supports confirmation of the Chapter 11 Plan filed
by the Debtors and their Parent, Asarco Incorporated and Americas
Mining Corporation.  The Asbestos Committee, however, note that
upon review of the Plans, it discovered a potential inconsistency
in the Debtors' Plan that could adversely affect the "Put Option"
to be entered into between the Asbestos Trust and Sterlite (USA)
Inc.

Jacob L. Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka,
in Dallas, Texas, notes that the Debtors' Plan provides that the
Debtors, before the Plan Effective Date, and the South Copper
Company Litigation Trustee, after the Plan Effective Date, "may
at any time cause the SCC Litigation Trust Interests to be non-
transferable to achieve desired treatment under tax or securities
laws," or if the Debtors and SCC Litigation Trustee determine
that non-transferability "to be in the best interests of the SCC
Litigation Trust."

The Asbestos Committee does not believe any party intends for
that provision to affect or have any adverse impact on the Put
Option to be entered into between the Asbestos Trust and
Sterlite; however, that language needs to be clarified, Mr.
Newton asserts.  He notes that given the ongoing time constraints
imposed by the plan confirmation deposition schedule and other
related plan meetings, the Asbestos Committee counsel and the
Debtors' counsel have not had time to address the issue.

The Asbestos Committee says it wants to ensure that its concern
is adequately addressed.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Court Approves Hayden Site Settlement
-------------------------------------------------
ASARCO LLC obtained approval from the Bankruptcy Court of a
compromise and settlement with the United States of America, on
behalf of the United States Environmental Protection Agency,
regarding the Hayden Plant Site, pursuant to Section 363(b)(1) of
the Bankruptcy Code and Rule 9019 of the Federal Rules of
Bankruptcy Procedure.  The Site consists of the ASARCO Hayden
Smelter and associated facilities in Hayden, Arizona.

The EPA, pursuant to its authority under Section 104 of the
Comprehensive Environmental Response, Compensation, and Liability
Act conducted various investigations at the Site, including a
preliminary assessment, a removal assessment, collection and
testing of residential soil samples, and a remedial investigation
and human health risk assessment, to address the release of
hazardous substances at the Site.

The United States has alleged that ASARCO LLC, formerly known as
ASARCO Incorporated, is a potentially responsible party with
respect to the Hayden Site; and that the EPA has incurred past
response costs under CERCLA in connection with the Site for which
ASARCO allegedly is liable.

After the Debtors' filing for bankruptcy protection, the United
States filed Claim No. 10746, setting forth claims under Section
107 of the CERCLA for various past and future response costs in
connection with the Site.  ASARCO has disputed the assertions set
forth in the Claim.

The Debtors, subsequently, entered into different previous
settlements with the United States, and the Arizona Department of
Environmental Quality, relates Tony M. Davis, Esq., at Baker
Botts L.L.P., in Houston, Texas.

To settle, compromise and resolve their disputes without the
necessity of an estimation hearing, the United States and ASARCO
entered into a settlement agreement, which resolves the claims by
the United States against ASARCO with respect to EPA's costs
relating to or in connection with the Site, incurred on or before
May 27, 2008.

The salient terms of the Settlement Agreement are:

  (a) The United States, on behalf of the EPA, will have an
      allowed general unsecured claim for $3,000,000 with
      respect to the Hayden Site;

  (b) With respect to response costs at the Site incurred by EPA
      on or before May 27, 2008, and except as specifically
      provided in previous settlements, the United States
      convenants not to sue or assert any civil claims or causes
      of action against ASARCO pursuant to Sections 107(a) or
      113 of the CERCLA, or any liabilities or obligations
      asserted in the Claim;

  (c) ASARCO covenants not to sue and agrees not to assert any
      claims or causes of action against the United States with
      respect to the response costs at the Site incurred by EPA
      on or before May 27, 2008; and

  (d) ASARCO is entitled to protection from contribution actions
      or claims as provided by Section 113(f)(2) of CERCLA for
      matters addressed in the Settlement Agreement, including
      response costs at the Site incurred by EPA on or before
      May 27, 2008.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


BABCOCK QUARTER: Wants to Sell Motor Home to Reduce Sterling Debt
-----------------------------------------------------------------
Babcock Quarter Horses, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Texas for authority to sell a recreational
vehicle in a private sale, free of liens.

Pursuant to Sterling Bank's marketing and sales efforts it had
obtained a prospective buyer for the 2004 Royale Prevost Motor
Home, is a recreational vehicle.  An antique car dealer proposed
to buy the motor home for 355,000.

The Debtor owed Sterling Bank $588,283 at February 10, 2009,
pursuant to a promissory note in the original sum of $662,379.  As
security for the promissory note, the Debtor also signed a
commercial security agreement granting Sterling Bank a purchase
money security interest in the motor home.

The Debtor relates that the sale will maximize the purchase price
and reduce the Debtor's obligation to Sterling Bank for the
benefit of all creditors.

                   About Babcock Quarter Horses

Gainesville, Texas-based Babcock Quarter Horses, Inc., operates a
ranch.  The Company filed for Chapter 11 on July 13, 2009 (Bank.
E. D. Tex. Case No. 09-42232).  Bill F. Payne, Esq., 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.


BAMBOO ABBOTT: Court Extends Schedules Filing Until August 24
-------------------------------------------------------------
The Hon. Michael Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey extended until August 24, 2009, Bamboo
Abbott, Inc.'s time to file its schedules of assets and
liabilities and statement of financial affairs.

Edison, New Jersey, Bamboo Abbott, Inc., dba Prestige Window
Fashions, filed for Chapter 11 on July 19, 2009 (Bankr. D. N.J.
Case No. 09-28689).  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


BAMBOO ABBOTT: Gets Interim OK to Use Wells Fargo Cash Collateral
-----------------------------------------------------------------
The Hon. Michael Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey authorized, on an interim basis, Bamboo
Abbott, Inc., to use the cash collateral of Wells Fargo Bank N.A.

A final hearing is set for 1:00 p.m. on August 12, 2009, in the
Courtroom of Judge Kaplan, U.S.B.J., U.S. Bankruptcy Court, 402 E.
State Street, Trenton, New Jersey.  Objections, if any are due
5:00 p.m. on August 10, 2009.

The Debtor said that Wells Fargo asserted a claim of $8,278,258 as
of the petition date.  Wells Fargo, added the Debtor, is
adequately protected by a replacement lien on substantially all
the assets of the Debtor and a substantial equity cushion of
$14 million.

The Debtor is authorized to use the cash collateral in accordance
with the Cash Collateral Budget, and subject to the 10% variance
set up to the aggregate amount of $3,600,000 through and including
August 12, 2009.

The Debtor related that the use the cash collateral of Wells Fargo
will meet its ordinary cash needs.  The Debtor added that it does
not have sufficient unencumbered cash or other assets with which
to continue to operate its business in Chapter 11.

                     About Bamboo Abbott, Inc.

Edison, New Jersey, Bamboo Abbott, Inc., dba Prestige Window
Fashions, filed for Chapter 11 on July 19, 2009 (Bankr. D. N.J.
Case No. 09-28689).  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


BEARINGPOINT INC: Court Approves Key Employee Incentive Plan
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York on July 24, 2009, authorized BearingPoint, Inc., to
implement -- and the Board of Directors of the Company approved --
a Key Employee Incentive Plan.  The Plan is intended, among other
things, to retain and incentivize certain of the Company's key
employees to (i) preserve the value of the Company's key assets to
the benefit of the Company's clients, employees and creditors and
(ii) complete specific objectives regarding the transfer or
monetization of the assets.

Pursuant to the Plan, Ed Harbach, the Company's Chief Executive
Officer, will be entitled to receive up to $900,000 as a sales
incentive payment.  Based on the closings of the sales of the
Company's Public Services, Commercial Services and Japan
businesses, Mr. Harbach is entitled to receive $720,000 and, upon
the completion of the sale of the Company's Europe, Middle East
and Africa business, Mr. Harbach will be entitled to receive an
additional $180,000.

Pursuant to the terms of the Plan, Mr. Harbach was paid
approximately $639,000 on July 28, 2009. On a percentage basis,
payments to Mr. Harbach of the sales incentive payment amounts
made under the Plan (out of a total of $900,000) may not exceed
the percentage of the total secured obligation, as of February 18,
2009, that the Company has distributed to its secured creditors.
Additional sales incentive payments will be made to Mr. Harbach
when additional amounts are distributed to the secured creditors,
and, assuming such additional amounts are distributed, upon the
completion of the sale of the Company's Europe, Middle East and
Africa business.  Mr. Harbach may also be eligible to participate
in certain wind-down incentive payments available for distribution
under the Plan.

                         About BearingPoint

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

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

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


BEARINGPOINT INC: In Talks to Divest Latin America, Asia-Pac Units
------------------------------------------------------------------
BearingPoint Inc. reports it is in negotiations with other
interested parties and local management to sell its Latin America
practices and various Asia Pacific practices -- other than
BearingPoint Brazil, BearingPoint Japan and BearingPoint China GDC
-- and is in the process of selling certain remaining assets that
were not or will not be sold pursuant to other transactions.
There can be no assurance that any of these transactions will be
completed.

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

On March 23, 2009, BearingPoint and certain of its subsidiaries
entered into an Asset Purchase Agreement to sell a significant
portion of their assets related to BearingPoint's North American
Public Services business to Deloitte LLP.  On April 17, the
Bankruptcy Court approved this sale.  The closing of this
transaction occurred on May 8.  In connection with the closing,
BearingPoint received net proceeds of roughly $329.3 million.

On April 2, BearingPoint International Bermuda Holdings Limited,
BearingPoint's indirect subsidiary, entered into a Share Sale
Agreement with PwC Advisory Co., Ltd., the Japanese member firm of
the PricewaterhouseCoopers global network of firms, for the sale
of BearingPoint's consulting business in Japan to PwC Japan for
roughly $45 million.  In addition, PwC Japan assumed the
intercompany debt owed by certain non-debtor subsidiaries of
BearingPoint to BearingPoint Co., Ltd. (Chiyoda-ku).  The closing
of the PwC Japan Transaction occurred on May 11.

On April 17, BearingPoint and certain of its subsidiaries entered
into an Asset Purchase Agreement with PricewaterhouseCoopers LLP
pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its North American Commercial
Services business unit, including Financial Services, to PwC and
PwC agreed to assume certain liabilities associated with the
assets.  In addition, affiliates of PwC also entered into
definitive agreements to purchase the equity interests of
BearingPoint Information Technologies (Shanghai) Limited, a
subsidiary of BearingPoint that operates a global development
center in China, and certain assets of a separate global
development center in India.

On April 27, the Bankruptcy Court approved bidding procedures in
connection with an auction of all or substantially all of the
assets of the CS Business and BearingPoint China GDC.  The Auction
was held on May 27 and concluded on May 28.  At a hearing May 28,
the Bankruptcy Court approved PwC as the winning bidder at the
Auction.  The aggregate purchase price for the PwC Commercial
Services Transaction was $44 million (subject to certain
contractual adjustments).  The closing of the PwC U.S. Transaction
occurred on June 15, and, as a result, PwC acquired the CS
Business.  The purchase price for the PwC U.S. Transaction was
$39 million.  BearingPoint anticipates that the PwC China
Transaction and the PwC India Transaction will close within the
next several months; however, there can be no assurance that the
transactions will be completed.

On July 9, BearingPoint and certain of its subsidiaries entered
into a Stock Purchase Agreement with CSC Brazil Holdings LLC and
Computer Sciences Corporation for the sale of BearingPoint's
consulting business in Brazil.  Pursuant to the Brazil Stock
Purchase Agreement, CSC agreed to purchase BearingPoint, S.A., a
wholly owned subsidiary of BearingPoint, through the purchase of
all issued and outstanding shares of common stock of BearingPoint
Brazil, for a purchase price of US$7.9 million.  The Bankruptcy
Court approved the Brazil Transaction on July 23.  The
consummation of the Brazil Transaction is expected to occur on or
prior to August 7 and is subject to customary closing conditions.
There can be no assurance that the Brazil Transaction will be
completed.

On April 20, BearingPoint's Board of Directors authorized
BearingPoint to enter into a non-binding term sheet for the sale
of its Europe, Middle East and Africa business to local
management.  On July 17, BearingPoint, BE Holdings I CV, a
subsidiary of BearingPoint, certain other affiliates of
BearingPoint and BE Partners B.V., a newly formed company
established by a significant majority of the managing directors of
BearingPoint's EMEA practice for the purpose of acquiring the EMEA
practice from BearingPoint, entered into an Agreement for the Sale
and Purchase of the Share Capital of BearingPoint Europe Holdings
B.V., BearingPoint's European holding company.  Under the terms of
the EMEA Share Sale Agreement, the Purchaser will acquire all of
BearingPoint's EMEA practice for an aggregate purchase price of
roughly US$69 million in total consideration.  The EMEA practice
will continue to operate under the BearingPoint name following the
completion of the EMEA Share Sale Agreement.  The parties have
agreed to work towards a completion date of August 31 for the EMEA
Transaction.  The EMEA Transaction is subject to (i) the approval
of the Bankruptcy Court, (ii) the formation of a trust to which
certain intellectual property rights will be transferred for the
benefit of the Purchaser and (iii) BearingPoint being released
from certain outstanding letters of credit issued in respect of
the EMEA practice.  There can be no assurance that the EMEA
Transaction will be approved by the Bankruptcy Court or that the
EMEA Transaction will be completed.

                         About BearingPoint

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

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

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


BERNARD MADOFF: Some Victims Oppose Trustee's $14MM Fees
--------------------------------------------------------
According to Carla Main at Bloomberg News, a group of victims of
Bernard Madoff's fraud objects to the request of the law firm of
Irving H. Picard for more than $14 million in fees for its first
four months of work.

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

The objectors say the fees are excessive.  Mr. Picard's fee
application is, simply put, "scandalous on several levels," said
the Joseph N. Muschel Memorial Foundation, which lost all of its
money in Mr. Madoff's fraud, according to the Bloomberg report.

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

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD MADOFF: Ruth Required to Report Expenses to Picard
----------------------------------------------------------
According to Carla Main at Bloomberg News, Judge Burton Lifland of
the U.S. Bankruptcy Court for the Southern District of New York
has entered an order freezing the assets of Bernard Madoff's wife,
Ruth, and requiring Ms. Madoff to provide monthly reports on
expenses to the trustee, Irving H. Picard.  Ruth can't spend more
than $100 on herself without informing Mr. Picard.  The order
applies to a $2.5 million settlement the U.S. government will give
Ruth as part of a deal in her husband's criminal case.

Ms. Madoff has also obtained approval to disburse money for
"reasonable" legal fees.

Mr. Picard sued Ruth Madoff on July 29, seeking the return of
$44.8 million allegedly transferred to her from Bernard Madoff's
firm over a six-year period.

                      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.


BERTRAND CHAFFEE: Emerges From Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Business First of Buffalo reports that Bertrand Chaffee Hospital
has emerged from Chapter 11 bankruptcy protection.

Bertrand Chaffee said it earlier obtained approval from the
Bankruptcy Court of its reorganization plan.  The New York State
Health Department grant funds helped Bertrand Chaffee settle its
long-term debt and upgrade equipment for its surgery suite,
according to Business First.

Headquartered in Springville, New York, The Bertrand Chaffee
Hospital and its debtor-affiliate, Jennie B. Richmond Chaffee,
Nursing Home Company, operates hospital facilities and serves a
rural population of 55,000 people in approximately 525 square
miles in a three county area of Erie, Wyoming and Cattaraugus
counties.  The Debtors filed for Chapter 11 protection on
February 7, 2007 (Bankr. W.D. NY Case No. 07-00470).  Gary M.
Graber, Esq., and Julis S. Kreher, Esq., at Hodgson Russ LLP,
represent the Debtors in their restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtors' bankruptcy proceedings.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


BIRMINGHAM-SOUTHERN COLLEGE: Moody's Affirms 'Ba1' Rating on Debt
-----------------------------------------------------------------
Moody's Investors Service has affirmed its Ba1 rating on
Birmingham-Southern College's debt issued through the Private
Education Building Authority of the City of Birmingham.  The
rating outlook is stable.  The rating applies to the College's
Series 1996, 1997 and 2002 Revenue Bonds.

Legal Security: Security on the bonds is provided by a pledge on
the College's gross tuition revenues.  There is an additional
bonds test requiring that recent pledged tuition revenue be at
least 300% of prospective Maximum Annual Debt Service.

Interest Rate Derivatives: The College has entered into one
interest swap with Regions Bank (Bank Deposit Rating of Baa1/P-2)
with a current notional amount of $11.01 million as hedge
associated with its Series 2007 letter of credit backed bonds.
The College pays 3.88% and receives SIFMA Municipal Swap Index
rate.  As of June 30, 2009, the swap's market value was a
liability to the College of $769,614.  In addition to standard
termination events, the College could trigger a termination event
for the hedge through an event of default contained in any
agreements related to borrowed money.

                            Challenges

* Record of deep structural operating deficits with Moody's
  calculation of operating performance at negative 11% in fiscal
  year 2008 (improved from negative 33% in fiscal year 2007.)
  Endowment draws in the 8% range for FY 2008 and 2009 have been
  well beyond the traditional 5% range.  If recent trends in
  student revenue growth continue, the College plans to reduce the
  endowment spending rate to 5.75% of a trailing average beginning
  in FY 2010. While Alabama has enacted a version of the Uniform
  Prudent Management of Institutional Funds Act, it did not adopt
  a 7% ceiling on prudent endowment spending some other states
  have adopted.  Despite the history of operating deficits,
  Moody's note an improving trend in operating performance with
  operating cash flow in FY 2008 aided by unrestricted gifts and
  growth in student charges able to cover actual debt service by
  1.2 times even with Moody's approach of limiting endowment
  spending to 5% of a trailing three year average of total cash
  and investments.

* Deep decline in expendable financial resources through
  extraordinary endowment draws and recent investment losses.
  Expendable financial resources were $27.4 million at the end of
  FY 2008, while total financial resources were $104 million.
  Based on Moody's estimated 23% decline in total financial
  resources fully impacting expendable financial resources, the
  College's estimated expendable financial resources declined 88%
  to $3.4 million in FY 2009.  The projected 23% reduction is
  based on the preliminary endowment return of negative 14.7% for
  the fiscal year (while negative is less of loss than many peers)
  coupled with an 8% endowment spending rate for the year.  The
  reduced expendable financial resources cushion debt by 0.06
  times and operating expenses by 0.06 times, well below Moody's
  guidance for Baa-rated private colleges of 0.7 and 0.5 times,
  respectively, in Moody's "U.S. Colleges and Universities Rating
  Roadmap.  "We remain concerned that College's liquidity profile
  has become increasingly sensitive to investment returns, with
  extraordinarily little cushion to absorb additional losses and
  retain operating flexibility.

* Strongly competitive student market with increasing pressure
  from public universities in Alabama as well as wealthier private
  universities in the region.

* Limited evidence of recent financial market access with existing
  banking relationships concentrated with Regions Bank (Bank
  Deposit Rating of Baa1/P-2.)  The College's debt structure which
  includes roughly $14 million in various bank borrowings with
  Regions are subject to potential acceleration.

                            Strengths

* Recent trend of remarkably strong growth in student charges for
  the liberal arts college with net tuition per student in FY 2009
  (based on preliminary, unaudited results) of $13,885 up 27% for
  FY 2009, following 10% growth in the prior fiscal year.  On an
  overall basis when combined with enrollment growth (fall 2008
  full-time equivalent enrollment of 1,429 in fall 2008 up 16%
  from fall 2006) net tuition revenue grew a remarkable 62% over
  two years to $19.8 million in FY 2009 compared to just
  $12.2 million in FY 2007.  Moody's attribute the growth to the
  new management team's commitment to capitalize on the College's
  reputation through data-driven enrollment management practices,
  investments in core student recruitment efforts including a new
  welcome center and a switch to Division III intercollegiate
  athletics, which eliminates the athletic scholarships that
  depressed net tuition.  While the net tuition per student
  remains relatively low on an absolute level, the pace of growth
  has been uncommonly dramatic and Moody's believe reflects the
  adoption of certain best practices.  If the ability to maintain
  recent gains and generate additional student charges through
  enrollment growth and pricing power proves sustainable, the
  additional revenue should support relative credit quality
  improvement over time.

* History of substantial donor support with average gift revenue
  of $11.5 million per year over last three fiscal years with.
  Through May 31, 2009, the College had received cash payments of
  $24 million as part f its Destiny Delivered comprehensive
  campaign, with unrestricted or current use operating support
  coming in above budget in FY 2009 at $5.4 million.

* Student market position as small liberal arts college (1,429
  full-time equivalent students in fall 2008) within Methodist
  tradition.  Reputation aided by small class sizes and success of
  graduates in entering professional programs.  For the entering
  freshman class of fall 2008, the College accepted 69% of
  applicants and yielded 31% of those admitted.  Management
  reports demand for this fall should support the budgeted goal of
  400 entering freshmen.  While application volume is up 21% for
  this fall from the prior fall, some of the growth has come
  through an online channel with expectations of weaker yield on
  admitted students.  Geographic diversity has been improving with
  approximately 41% of the fall 2009 expected entering class to
  come from out of state.

Recent Developments:

Following the downgrade of Region's Bank on May 18, Birmingham-
Southern's $11 million of Series 2007 Housing Revenue Bonds were
tendered and are currently bank bonds.  The College has a letter
of intent with Regions for a tax-exempt bank qualified refinancing
of the principal amount as well as alterations to the existing
interest rate swap.  Under certain scenarios, the variable rate
financing as proposed will be subject to unscheduled and
accelerated repayment by the College.  The proposed structure
incorporates two financial covenants: a Debt Service Coverage
Ratio for the project and Total Endowment Balance of not less than
$45 million for the first two year and $50 million thereafter.
The Debt Service Coverage test is a feature of the current
reimbursement agreement with a 1.1 times requirement tested
annually.  Management reports FY 2009 coverage was 1.92 times.

                              Outlook

Our stable outlook at the Ba1 level reflects expectations of the
College's ability to sustain student revenue growth, solid donor
support, refinance the Series 2007 bonds, ability to cover debt
service from operating cash flow and limited additional borrowing
plans.

                What Could Change the Rating - UP

The rating could move up if the College's plan to increase net
tuition revenue yields sustained results coupled with positive
operating cash flow and some recovery of financial resource levels
while limiting additional debt.

               What Could Change the Rating - DOWN

Inability to meet enrollment growth and tuition revenue targets;
material decline in financial resources; acceleration of variable
rate debt or inability to renew credit facilities.  The presence
of the bank borrowings subject to accelerated repayment could
accelerate downward pressure.

Key Indicators (Fall 2008 enrollment and Fiscal Year 2008
financial data):

* Figures in parentheses represent a 23% modeled loss in total
  financial resources fully impacting expendable financial
  resources as an estimate of the impact of a 15% negative return
  in the pooled endowment and 8% endowment draw during FY 2009

* Full-time equivalent enrollment: 1,429 students

* Freshman applicants accepted: 69%

* Accepted students enrolled: 31%

* Net tuition per student: $10,888

* Total pro forma direct debt: $53.7 million

* Total financial resources: $104 million ($80.2 million)

* Expendable financial resources: $27.4 million ($3.4 million)

* Expendable resources to direct debt: 0.51 times (0.06 times)

* Expendable resources to operations: 0.50 times (0.06 times)

* Total financial resources per student: $72,904

* Annual operating margin: -10.6%

* Average operating margin: -22.0%

Rated Debt:

* Private Educational Building Authority of the City of Birmingham
  Series 1996, 1997 and 2002: Baa3

* Series 2007 Housing Revenue Bonds: Baa1/VMIG 2 (based on letter
  of credit with Regions Bank)

The last rating action was on February 27, 2007, when the rating
of Birmingham-Southern's debt was downgraded to Ba1 with a stable
outlook from Baa3 with a negative outlook.


CENTENNIAL COMMUNICATIONS: $949MM Stockholders Deficit at May 31
----------------------------------------------------------------
Centennial Communications Corp. reported $1.45 billion in total
assets; and $195.2 million in total current liabilities,
$2.02 billion in long-term debt, $155.5 million in deferred income
taxes, $31.9 million in other liabilities, $1.44 million in
minority interest in subsidiaries; resulting in $949.8 million in
stockholders' deficit at May 31, 2009.

Centennial reported net income of $37.1 million, or $0.33 per
diluted share, for the fiscal fourth quarter of 2009 as compared
to net income of $12.9 million, or $0.10 per diluted share, in the
fiscal fourth quarter of 2008.  Consolidated adjusted operating
income was $126.2 million for the fiscal fourth quarter, as
compared to $105.6 million for the adjusted prior-year quarter.
Fiscal fourth quarter AOI benefited from $7.8 million of prior
period items largely related to Universal Service Fund support and
an intercarrier compensation settlement.  For comparison, certain
of the Company's fiscal 2008 financial results have been adjusted
to reflect the discontinuation of its loaned phones program in
Puerto Rico as of June 1, 2008.

Centennial reported fiscal fourth-quarter consolidated revenue of
$261.8 million, which included $144.2 million from U.S. wireless
and $117.5 million from Puerto Rico operations.  Consolidated
revenue grew 1% versus the fiscal fourth quarter of 2008.  The
Company ended the quarter with 1,078,200 total wireless
subscribers, which compares to 1,092,600 for the year-ago quarter
and 1,094,900 for the previous quarter ended February 28, 2009.
The Company reported 694,900 total access lines and equivalents at
the end of the fiscal fourth quarter, which compares to 582,200
for the year-ago quarter.

For the full year, the Company reported net income of
$67.3 million, or $0.60 per diluted share, as compared to net
income of $25.1 million, or $0.22 per diluted share, for fiscal
year 2008.  Centennial reported full-year 2009 consolidated
revenue of $1.1 billion, which included $583.4 million from U.S.
wireless and $468.2 million from Puerto Rico operations.  The
Company's fiscal 2009 consolidated AOI was $425.8 million, an
increase of 10 percent versus the adjusted 2008 fiscal year.  The
Company ended fiscal 2009 with net debt of $1.8 billion, a
decrease of $101.8 million from the end of fiscal 2008.

On November 7, 2008, the Company entered into an Agreement and
Plan of Merger with AT&T Inc. providing for the acquisition of
Centennial by AT&T.  Under the terms of the AT&T Transaction, the
Company's stockholders will receive $8.50 per share in cash.  The
AT&T Transaction was approved by Centennial stockholders in
February 2009.  Completion of the AT&T Transaction is not subject
to a financing condition but remains subject to (i) approval by
the Federal Communications Commission and (ii) other customary
conditions.  The applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, has
expired; however, the parties are still discussing the transaction
with the Department of Justice.  The parties anticipate that the
AT&T Transaction will be completed during the third quarter of
calendar year 2009, assuming timely satisfaction or waiver of all
remaining closing conditions.

A full-text copy of the Company's report on Form 10-K is available
at no charge at http://ResearchArchives.com/t/s?40a8

                         About Centennial

Based in Wall, New Jersey, Centennial Communications
(NASDAQ: CYCL) -- http://www.centennialwireless.com/and
http://www.centennialpr.com/-- provides regional wireless and
integrated communications services in the United States and Puerto
Rico with roughly 1.1 million wireless subscribers and 694,900
access lines and equivalents.  The U.S. business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is a significant
shareholder of Centennial.


CHEMTURA CORP: Committee's Motion to Pursue Causes of Action
------------------------------------------------------------
At the behest of the Official Committee of Unsecured Creditors,
the U.S. Bankruptcy Court for the Southern District of New York
granted the Committee derivative standing to pursue preference
claims and certain causes of action on behalf of the Chemtura
Corporation and its debtor affiliates.

At the start of their Chapter 11 cases, the Debtors waived any
ability to investigate, assert or prosecute any claims in respect
of their Prepetition Credit Facility.  Since then, however, the
Debtors have consented to the Creditors Committee's standing to
pursue preference claims on behalf of their estates.

Accordingly, the Creditors Committee commenced on July 29, 2009,
an adversary proceeding against Citibank N.A., as administrative
agent of the Debtors' Prepetition Credit Facility.

The Committee, as a representative of the Debtors' estates, seeks
to avoid various preferential transfers made during the 90-day
period before the Petition Date, and seeks declarations from the
Court regarding the nature and extent of the collateral securing
the Prepetition Credit Facility.

Specifically, the Committee seeks to avoid these transfers as
preferences under Section 547 of the Bankruptcy Code:

  -- Inventory Liens.  Liens and security interests granted by
     the Debtors to the Prepetition Agent in all of the Debtors'
     inventory.

  -- Receivables SPV Equity Lien.  The lien allegedly granted by
     Chemtura Corp. to the Prepetition Agent in February 2009
     in Chemtura Corp.'s ownership interests in non-Debtor
     Chemtura Receivables LLC

  -- Cash Transfers.  At least $6,000,000 in cash payments made
     by the Debtors to the Prepetition Agent during the
     preference period.

Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, asserts that avoidance of the Preferential Transfers
will benefit the Debtors' estates and their unsecured creditors
because (i) it strips the purported liens on the Debtors'
inventory and capital stock of Chemtura Receivables, (ii) it
unwinds the $86.5 million of rolled-up prepetition debt pursuant
to the Final DIP Order, and (iii) it recovers at least $6,000,000
in cash for the benefit of the Debtors and its creditors.

The Committee also asks the Court to declare that:

  (a) the Prepetition Credit Facility constitutes a single
      undersecured credit facility and not, as the Prepetition
      Agent contends, two separate credit facilities -- one that
      is fully secured by stock of Chemtura's first tier
      domestic and foreign subsidiaries and another that is
      completely unsecured;

  (b) the amount of the Prepetition Credit Facility Debt that is
      entitled to the benefit of collateral is capped at $46.1
      million, not $139.2 million as asserted by the Debtors in
      their request to approve their DIP financing; and

  (c) the collateral securing the Prepetition Credit Facility
      Debt must be allocated among the letters of credit and
      revolver borrowings outstanding as of the date the
      "Secured Obligation Cap" is measured.

                Prepetition Capital Structure

Mr. Golden reminds the Court that the Debtors are party to an
Amended Credit Agreement, dated as of July 1, 2005, among
Chemtura, as borrower; Citibank, as the Prepetition Agent; and
certain lender parties, whereby Chemtura was granted access to a
revolving facility of up to $600 million.  As of the Petition
Date, about $272 million was outstanding under the Prepetition
Credit Facility, consisting of $90 million in letters of credit
and about $182 million in revolver borrowings.

Following a May 2007 downgrade in the unsecured debt rating by
Moody's Investors Services, the Prepetition Agent was granted a
security interest in 100% of the capital stock of Chemtura's
first-tier domestic subsidiaries and a security interest in 66%
of the capital stock of the Debtor's first tier foreign
subsidiaries.

In addition to the Prepetition Credit Facility, the Debtors also
funded debt obligations in the form of unsecured notes and
debentures.  The Indentures governing the Notes, however,
restricted the Debtors' ability to secure obligations or other
indebtedness without triggering liens for the benefit of the
holders of the Notes -- the Secured Obligation Cap.  The most
restrictive Note indenture limits permissible secured obligations
to 10% of Consolidated Net Tangible Assets.

         Inventory & SPV Equity Liens, Cash Transfers

Mr. Golden relates that the Debtors' financial performance began
to deteriorate drastically in 2008.  Towards that end, on
December 30, 2008, the Debtors granted the Inventory Liens to the
Prepetition Agent.  In return, the Prepetition Lenders agreed to
waive the Debtors' compliance with certain financial covenants
and events of default under the Prepetition Credit Agreement from
December 30, 2008 through March 30, 2009.

Mr. Golden contends that upon information, the Prepetition
Lenders sought the grant of the Inventory Liens because the value
of the equity collateral had deteriorated significantly in the
interim, and was insufficient to satisfy the then-outstanding
secured obligations under the Prepetition Credit Facility.

By December 2008, the Debtors only had $15 million in potential
available liquidity through March 30, 2009, due to some
unattained requirements under the Prepetition Credit Facility;
and had had restricted access to an existing receivables
securitization facility.  The Debtors thus obtained new $150
million financing through a new receivables facility dated
January 2009, whereby Chemtura, Great Lakes, GLCC Laurel LLC and
Biolab Inc. sold receivables to Receivables SPV, which in turn
sold fractional ownership interests in the receivables to
participating purchasers who were granted a security interest in
all of the receivables.  An amended Pledge Agreement contemplated
that Chemtura grant the Prepetition Agent a security interest in
Chemtura's 100% ownership of the Receivables SPV.

Mr. Golden adds that the Debtors made two cash transfers to the
Prepetition Agent, totaling $6,000,000, that were either
unscheduled, optional payments made outside the ordinary course
of business or were payments made pursuant to the Amended Pledge
Agreement or Waiver.

Mr. Golden argues that the transfer of the Inventory Lien, the
SPV Equity Lien, and the Cash Payments are avoidable because the
Liens will enable the Prepetition Lenders to receive more on
account of their claims than they otherwise would receive if the
Debtors had filed for Chapter 7 on the Petition Date and the
Liens had not been granted and the Cash Transfers had not been
made.

Mr. Golden adds that the Transfers were also made within 90 days
before the Petition Date and while the Debtors were insolvent.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Exclusive Plan Period Extended to Nov. 13
--------------------------------------------------------
Judge Robert Gerber has extended Chemtura Corp. and its
affiliates' exclusive period to file a Chapter 11 plan through
November 13, 2009, and their exclusive period to solicit
acceptances of that plan through January 12, 2010.

The Court's ruling is without prejudice to the Debtors' ability
to seek further extensions of the Exclusive Periods pursuant to
Section 1121(d) of the Bankruptcy Code.

Before the Judge extended the Exclusive Periods, Karen Smith and
certain other diacetyl claimants noted that they do not oppose
the extension, but expressed that there may come a time when it
will be in the best interests of creditors to lift the
exclusivity and permit the filing of competing Chapter 11 plans.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, contended that the Debtors should not be permitted to use
extensions of exclusivity as a means of prolonging their
reorganization in order to obtain undue bargaining leverage over
creditors.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Inks Settlement With J. Fina & AIG
-------------------------------------------------
Chemtura Corp. and its affiliates ask the Bankruptcy Court for
authority to enter into and consummate settlement agreements with
Janet Fina, certain individual defendants and AIU Holdings, Inc.,
AIG Domestic Claims, Inc., a member company of AIUH, and National
Union Fire Insurance Company of Pittsburgh, Pennsylvania, a member
underwriting company of AIUH related to a shareholder derivative
lawsuit filed by Ms. Fina in 2003.

Ms. Fina, individually and derivatively, previously alleged that
Vincent A. Calarco, Roger L. Headrick, Patricia K. Woolf, Leo I.
Higdon, C.A. (Lance) Piccolo, Bruce F. Wesson, and Robert A. Fox
breached their fiduciary duties by causing or allowing the
Debtors to issue false and misleading financial statements
resulting from an alleged illegal, undisclosed price-fixing
conspiracy.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Settlement Agreements, which were substantially
negotiated before the Debtors' Chapter 11 filing, require the
implementation of certain corporate governance measures and
otherwise resolve the litigation using insurance proceeds with no
cost to the Debtors' estates.

Pursuant to their Settlement with Ms. Fina, the Debtors agreed to
adopt certain corporate governance measures, which include:

  a. The implementation of changes to the Board and Senior
     Management, which include:

        * an annual election of directors;

        * an independent director will preside at executive
          sessions; and

        * majority of directors are independent.

  b. With respect to the Audit Committee:

        * an Audit Committee Chair will be appointed each year;

        * only independent directors can serve on the Audit
          Committee;

        * the chair of the Audit Committee will meet with the
          Head of the Office of Global Ethics & Compliance
          outside the presence of the Chief Executive Officer or
          the Chief Financial Officer; and

        * the Audit Committee is responsible for the oversight
          and monitoring of the effectiveness, on an annual
          basis, of the compliance, internal control and risk
          assessment functions of Chemtura.

  c. The implementation by the Debtors of a Records Management
     Policy that established policy and procedures for records
     maintenance.

  d. The establishment and implementation by the Debtors of a
     a wide-ranging and effective compliance and ethics program.

In addition to the Corporate Governance Measures, the Defendants
agreed to pay $1,300,000 to Ms. Fina's attorneys, which will be
paid entirely from insurance for the Debtors and the Individual
Defendants.  The Fina Settlement also provides for mutual
releases by Ms. Fina, on the one hand, and the Defendants, on the
other, for all claims related to the Action.

Mr. Cieri relates that the Debtors and the Individual Defendants
are named under an insurance policy issued by National Union,
which covers the Action and one additional lawsuit, a pending
securities class action.  Specifically, the AIG policy has a
$25,000,000 coverage limit in excess of a self-insured retention
of $1,000,000 and is a claims made policy covering the period
from September 1, 2002, to September 1, 2003.  Aside from the
Action, only one other claim was asserted against the Policy
during the applicable policy period.  The Policy is thus not
available for any unrelated claims.

Mr. Cieri contends that the Debtors have satisfied the self-
insured retention, and AIG has paid $12,310,728 out of the Policy
in (i) defense costs for both the securities class action and the
Fina Action, and (ii) an anticipated settlement payment for the
securities class action.

In connection with the Fina Settlement, Mr. Cieri discloses that
AIG has agreed to pay the Settlement Amount.

                        About Chemtura Corp

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

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

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

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


CITIZENS REPUBLIC: Moody's Junks Subordinated Debt Rating
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Citizens
Republic Bancorp, Inc. (issuer rating to B2/Not-Prime from
Baa3/Prime-3, subordinated debt to Caa2 from Ba1) and its
subsidiaries, including its lead bank, Citizens Bank, Michigan
(bank financial strength to D- from C-, deposits to Ba3/Not-Prime
from Baa2/Prime-2), and Citizens Funding Trust I (trust preferred
securities to Caa2 from Ba1).  Following the downgrade, holding
company subordinated debt and trust preferred ratings are under
review, direction uncertain.  All of Citizens' other ratings
remain under review for possible downgrade.

Moody's rating action follows the announcement that Citizens
commenced an offering to exchange common stock for holding company
subordinated debt and trust preferred securities.

The downgrade of Citizens' financial strength rating to D-
reflects the increase in Moody's loss expectations for Citizens'
loan portfolio.  In particular, Moody's loss assumptions for
Citizens' commercial and industrial and residential mortgage
portfolios have increased as a result of the ongoing economic
deterioration in Michigan, where Citizens is concentrated.
Heightened credit costs in the near to medium term will continue
to put pressure on Citizens' profitability and capital metrics.
In fact, Moody's expects that Citizens will report additional net
operating losses into 2010.  As a result, Citizens' capital base
may not be sufficient to absorb these costs.

Therefore, the review will focus on Citizens' ability to improve
its capital position through the exchange offer.  Moody's said a
confirmation of the bank-level ratings is a possibility if
Citizens' exchange offer is successful.  If the exchange offer is
unsuccessful, it is likely that the bank's ratings would be
downgraded further.

Regarding the subordinated debt and trust preferred ratings at the
holding company, Moody's said the multiple-notch downgrade
reflects its view that Citizens' exchange offer constitutes a
distressed exchange, since Moody's does not believe that Citizens
has other viable alternatives for strengthening its common equity
base.  The Caa2 ratings on these securities reflect the
anticipated loss to those creditors that will participate in the
exchange.

Moody's noted that it will reassess Citizens' capital structure
and the subordinated debt and trust preferred ratings after the
exchange is completed.  If Moody's believes that Citizens' new
capital structure would reduce the risk of loss for the remaining
subordinated debt and trust preferred holders, there could be
upward rating pressure.  On the other hand, if Citizens' exchange
offer is unsuccessful, similar to the bank-level ratings, the
subordinated debt and trust preferred ratings could be downgraded.
The review will also consider the increased risk of a dividend
deferral on the trust preferred securities under such a scenario.
The range of outcomes of the exchange offer is reflected in the
review with direction uncertain on those instruments.

Moody's last rating action on Citizens was on June 26, 2009 when
Moody's placed the ratings under review for possible downgrade.

Downgrades:

Issuer: Citizens Bank, Michigan

  -- Bank Financial Strength Rating, Downgraded to D- from C-
  -- Issuer Rating, Downgraded to B1 from Baa2
  -- OSO Rating, Downgraded to NP from P-2
  -- Deposit Rating, Downgraded to NP from P-2
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Baa2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Baa2

Issuer: Citizens Funding Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Caa2 from Ba1

Issuer: Citizens Republic Bancorp, Inc.

  -- Issuer Rating, Downgraded to B2/NP from Baa3/P-3

  -- Subordinate Regular Bond/Debenture, Downgraded to Caa2 from
     Ba1

Citizens Republic Bancorp, Inc., is headquartered in Flint,
Michigan and reported assets of $12.3 billion at June 30, 2009.


COLONIAL BANCGROUP: Shareholders to Vote on Shares Hike on Sept. 2
------------------------------------------------------------------
A Special Meeting of Shareholders of The Colonial BancGroup, Inc.
will be held at the Company's offices, 100 Colonial Bank
Boulevard, Montgomery, Alabama 36117, on Wednesday, September 2,
2009, at 10:00 a.m. Central Daylight Time, at which holders of
shares of its common stock will be asked to consider and vote on
proposals to approve:

   (i) the increase of the number of authorized shares of its
       common stock from 400,000,000 to 5,000,000,000;

  (ii) the increase of the number of authorized shares of its
       preference stock from 1,000,000 to 50,000,000, and

(iii) the reduction in the par value of each of BancGroup's
       common stock, preference stock and preferred stock from
       $2.50 per share to $0.01 per share.

The Board has unanimously approved these proposals and recommends
that shareholders vote in favor of these proposals.

The Company is under directives from its banking regulators to
increase the capital of its subsidiary, Colonial Bank, an Alabama
banking corporation, and the Company hopes that it may be able to
satisfy these directives, in part, by the sale of common stock.

As of the record date, the Company had 202,753,965 shares of
common stock outstanding, with an additional 33,247,280 shares of
common stock reserved for issuance.

A copy of the Proxy Statement filed with the Securities and
Exchange Commission is available at:

           http://researcharchives.com/t/s?40ac

                       About Colonial Bank

Colonial BancGroup (NYSE: CNB) -- http://www.colonialbank.com/--
operates 355 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $25 billion in assets.

According to the Troubled Company Reporter on June 11, 2009,
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
and its subsidiaries following Colonial Bank, CNB's bank
subsidiary, entering into an Order to Cease and Desist with the
FDIC and the Alabama State Banking Department on June 9, 2009.
Fitch has placed the ratings on Rating Watch Evolving.  Fitch
downgraded Colonial Bank's Colonial Bank's Long-term IDR to 'B-'
from 'B+'; Long-term deposits to 'B/RR3' from 'BB-/RR3';
Subordinated debt to 'CC/RR6' from 'B/RR6'; and Individual to 'E'
from 'D/E'.

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

As reported by the TCR on August 4, Fitch Ratings has downgraded
the ratings of The Colonial BancGroup's Long-term Issuer Default
Rating (IDR) to 'C' from 'CCC' and Colonial Bank's long-term IDR
to 'C' from 'B-'.  The rating action follows the announcement that
the pending $300 million investment by Taylor Bean & Whitaker and
its consortium of investors has terminated.  BancGroup was
mandated to raise $300 million in equity from the private sector
in order to receive the much needed $550 million of capital
through the Treasury's Capital Purchase Program, for which it
already received preliminary approval.


COLONIAL BANCGROUP: Hit by TARP Search Warrant
----------------------------------------------
The Colonial BancGroup, Inc. (NYSE: CNB - News) confirmed August 4
that federal agents associated with the Special Inspector General
for the Troubled Asset Relief Program executed a search warrant at
BancGroup's Mortgage Warehouse Lending Division located on East
Pine Street in Orlando, Florida.

Certain press reports have indicated that two Colonial Bank branch
locations were the subject of the search warrant.  Those reports
are incorrect, BancGroup said.

BancGroup is cooperating with the investigation.  Colonial Bank
continues to conduct business as usual.

                       About Colonial Bank

Colonial BancGroup (NYSE: CNB) -- http://www.colonialbank.com/--
operates 355 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $25 billion in assets.

According to the Troubled Company Reporter on June 11, 2009,
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
and its subsidiaries following Colonial Bank, CNB's bank
subsidiary, entering into an Order to Cease and Desist with the
FDIC and the Alabama State Banking Department on June 9, 2009.
Fitch has placed the ratings on Rating Watch Evolving.  Fitch
downgraded Colonial Bank's Colonial Bank's Long-term IDR to 'B-'
from 'B+'; Long-term deposits to 'B/RR3' from 'BB-/RR3';
Subordinated debt to 'CC/RR6' from 'B/RR6'; and Individual to 'E'
from 'D/E'.

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

As reported by the TCR on August 4, Fitch Ratings has downgraded
the ratings of The Colonial BancGroup's Long-term Issuer Default
Rating (IDR) to 'C' from 'CCC' and Colonial Bank's long-term IDR
to 'C' from 'B-'.  The rating action follows the announcement that
the pending $300 million investment by Taylor Bean & Whitaker and
its consortium of investors has terminated.  BancGroup was
mandated to raise $300 million in equity from the private sector
in order to receive the much needed $550 million of capital
through the Treasury's Capital Purchase Program, for which it
already received preliminary approval.


COMMERCECONNECT MEDIA: Commences Prepackaged Chapter 11 Bankruptcy
------------------------------------------------------------------
CommerceConnect Media Holdings, Inc., and affiliates Cygnus
Business Media, Inc., Cygnus New Business Launches, Inc., and
Cygnus Interactive New Business Launches, Inc., filed separate
voluntary chapter 11 bankruptcy petitions in the U.S. Bankruptcy
Court for the District of Delaware.  The Debtors filed a
prepackaged plan of reorganization together with their bankruptcy
petitions.

According to NetDockets, the disclosure statement accompanying the
Plan discloses that CommerceConnect began attempting to market
itself for sale roughly three years ago but failed at that time to
receive a credible bid.  CommerceConnect underwent a management
change and attempted to re-market itself roughly 12 months later.
However, the leading bid received at that time was insufficient to
satisfy the companies' first and second lien debt.

According to NetDockets, the Debtors then attempted to negotiate
an out-of-court restructuring to convert a large portion of its
existing first lien debt and all of the existing second lien debt
to equity.  That plan was supported by all of the holders of the
second lien debt and all but one of the holders of the first lien
debt.  The dissenting first lien lender was Genesis CLO 2007-2,
Ltd., managed by Levine Leichtman, and owed $6.4 million of the
$173 million in first lien obligations.  The agreements governing
the first lien debt required unanimous consent for an out-of-court
restructuring forcing the Debtors to file for bankruptcy to
implement its prepackaged plan.

CommerceConnect Media is a business-to-business publisher and
communications company.  CommerceConnect's brands include
Qualified Remodeler, Firehouse, Equipment Today, Kitchen and Bath
Design News, and the CPA Technology Advisor.  In total,
CommerceConnect publishes 42 trade publications in 13 markets,
with total circulation of more than 3 million.  CommerceConnect
also operates 38 Web sites which generated more than 180 million
page views in 2008.  CommerceConnect also produces more than 30
trade shows and events each year.

The case is In re CommerceConnect Media Holdings Inc., 09-
12765, U.S. Bankruptcy Court, District of Delaware (Wilmington).


CONEXANT SYSTEMS: Swings to $2.72MM Income in Qrtr Ended July 2
---------------------------------------------------------------
Conexant Systems, Inc., swung to a net income of $2.72 million
for the third quarter ended July 2, 2009, from a net loss of
$149.8 million for the three months ended June 27, 2008.

Conexant narrowed its net loss to $28.7 million for the nine
months ended July 2, 2009, from a net loss of $301.0 million for
the nine months ended June 27, 2008.

At July 3, 2009, the Company had $399.9 million in total assets
and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.

As of April 3, 2009, the Company's balance sheet showed total
assets of $392.2 million and total liabilities of $557.9 million,
resulting in total shareholders' deficit of $164.9 million.

Conexant said financial results for the third quarter of fiscal
2009 exceeded guidance provided at the beginning of the quarter.
The company also said it expects to complete the transaction to
sell its Broadband Access business in the current fiscal quarter.

Conexant presented financial results based on Generally Accepted
Accounting Principles as well as select non-GAAP financial
measures intended to reflect its core results of operations.

On April 22, 2009, Conexant announced the planned sale of its
Broadband Access product lines to Ikanos Communications, Inc.
(NASDAQ: IKAN) for $54 million.  The Company expects to close the
transaction in the current quarter.

Including results from discontinued operations related to the
Broadband Access business, Conexant's revenues for the third
quarter of fiscal 2009 were $84.6 million, slightly above the top
end of the guidance range provided in April.

The Company ended the quarter with $123.4 million in cash and cash
equivalents, a sequential increase of $13.1 million due to
improvements in working-capital management, the receipt of an
escrow payment, the release of restricted cash, and the sale of
equity investments.

Excluding results from discontinued operations related to the
company's Broadband Access business, Conexant expects revenues for
the fourth quarter of fiscal 2009 to be approximately $54 million.
The Company anticipates that its imaging and audio product lines
will grow about 20% sequentially and account for more than 60% of
total revenues in the fourth quarter. Core gross margins for the
fourth quarter are expected to be about 60% of revenues.  The
company expects core operating expenses to be approximately
$27 million, assuming the Broadband Access transaction closes on
schedule.  As a result, the company anticipates that fourth fiscal
quarter core operating income will be approximately $6 million,
with core net income of $0.01 to $0.02 per share.

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel.


COOPER-STANDARD: Chapter 11 Case Summary & Creditors' List
----------------------------------------------------------
Debtor: Cooper-Standard Holdings Inc.
       f/k/a CSA Acquisition Corp.
       39550 Orchard Hill Place Drive
       Novi, Michigan 48375

Bankruptcy Case No.: 09-12743

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
Sterling Investments Company                       09-12750
Cooper-Standard Automotive Inc.                    09-12744
NISCO Holding Company                              09-12751
Cooper-Standard Automotive FHS Inc.                09-12745
Cooper-Standard Automotive NC L.L.C.               09-12752
Cooper-Standard Automotive Fluid Systems Mexico Ho 09-12746
CS Automotive LLC                                  09-12753
StanTech, Inc.                                     09-12747
CSA Services Inc.                                  09-12754
Westborn Service Center, Inc.                      09-12748
Cooper-Standard Automotive OH, LLC                 09-12755
North American Rubber, Incorporated                09-12749

Chapter 11 Petition Date: August 4, 2009

Bankruptcy Court: U.S. Bankruptcy Court
                 for the District of Delaware

Bankruptcy Judge: Honorable Peter J. Walsh

Debtors' Counsel: Gary L. Kaplan, Esq.
                 Richard Slivinski, Esq.
                 Peter B. Siroka, Esq.
                 Fried, Frank, Harris, Shriver & Jacobson LLP
                 One New York Plaza
                 New York, NY 10004
                 Tel: (212) 859-8000
                 Fax: (212) 859-4000

Debtors'
Co-Counsel:       Mark D. Collins, Esq.
                 Michael J. Merchant, Esq.
                 Chun I. Jang, Esq.
                 Richards, Layton & Finger PA
                 One Rodney Square
                 902 N. King Street
                 Wilmington, DE 19801
                 Tel: (302) 651-7700
                 Fax: (302) 651-7701

Debtors'
Financial
Advisor:         Alvarez & Marsal
                 600 Lexington Avenue
                 New York, NY 10022

Debtors'
Investment
Banker:          Lazard Freres & Co.
                 30 Rockfeler Place
                 New York, NY 10020

Debtors'
Claims Agent:    Kurtzman Carson Consultants LLC
                 2335 Alaska Avenue
                 El Segundo, CA 90245
                 Tel: (866) 381-9100

U.S. Trustee:    Roberta A. DeAngelis
                 Acting United States Trustee for Region 3
                 844 King Street, Room 2207
                 Lockbox #35
                 Wilmington, DE 19899-0035

The Debtors' financial condition as of March 31, 2009:

Total Assets: $1,733,017,000

Total Debts: $1,785,039,000

List 30 Largest Unsecured Creditors:

  Entity                      Nature of Claim   Claim Amount
  ------                      ---------------   ------------
Wilmington Trust Company       8.375% Sr. Sub.   $313,350,000
as Indenture Trustee           notes due Dec.
Rodney Square North            15, 2014
100 N. Market St.
Wilmington, DE 19890
Tel: (302) 636-5410
Fax: (302) 636-4145

Wilmington Trust Company       7.000% Sr. Notes  $313,350,000
as Indenture Trustee           due Dec. 15, 2012
Rodney Square North
100 N. Market St.
Wilmington, DE 19890
Tel: (302) 636-5410
Fax: (302) 636-4145

State of Ohio Environmental    consent          $2,700,000
Protection Agency
1800 WaterMark Drive
Columbus, Ohio 43266-0149
Tel: (614) 644-3020
Fax: (614) 644-2329

Robert Bosch LC                trade vendor      $713,782
38000 Hils Tech Drive
Farmington Hills, MI 48331
Tel: (248) 876-1000
Fax: (876) 876-1116

Gil-Mar Manufacturing          trade vendor      $477,815

Summit Metals Services Inc.    trade vendor      $449,326

EMS-Chemie Na Inc.             trade vendor      $448,778

Evonik Degussa Corporation     trade vendor      $437,456

TMS Corporation                trade vendor      $395,668

Premier Too & Die Cast Corp.   trade vendor      $375,451

Kongsberg                      trade vendor      $306,805

TI Group Automotive Systems    trade vendor      $259,315

Vitrica SA de CV               trade vendor      $259,312

Calvary Automation Systems     trade vendor      $248,191

Signature Aluminum Inc.        trade vendor      $247,428

Precix                         trade vendor      $211,226

H&L Too Co. Inc                trade vendor      $202,485

Thunder Tooling & Mfg. Ltd.    trade vendor      $201,791

Vacuum Instrument Corporation  trade vendor      $192,780

USI Inc.                       trade vendor      $183,096

GHSP                           trade vendor      $183,101

Tubos Samaue De Mexico         trade vendor      $182,220

Papp Plastics                  trade vendor      $179,316

Gonzalez Group LLC             trade vendor      $178,209

Titeflex Corporation           trade vendor      $176,633

Hi-Vo Products                 trade vendor      $173,481

Apollo Metals                  trade vendor      $166,390

Pension Benefit Guaranty Corp. trade vendor      unknown

Cooper Tire & Rubber           trade vendor      unknown

Michigan Department of         Gayford           unknown
Environmental Quality          groundwater
                              contamination
                              remediation

List of Equity Security Holders:

    Equity Holders                     Shares
    --------------                   ----------
    The Goldman Sachs Group Inc.     1,715,000

    The Cypress Group LLC            1,715,000

    James S. McElya                     20,000

    S.A. Johnson                         5,000

    Larry J. Beard                       5,000

    Allen J. Campbell                    3,150

    Edward A. Hasler                     2,700

    Kenneth L. Way                       2,500

    Leo F. Mullin                        1,000


COYOTES HOCKEY: Court Moves Local Auction to September 10
---------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona, at the behest of the National Hockey League,
has pushed back the August 5 local auction of Phoenix Coyotes to
September 10.

Judge Baum previously approved an accelerated schedule for an
auction sale for the assets.  In that schedule, bids that would
keep the team in Glendale, Arizona were initially due August 5.
Absent satisfactory bids, an auction that would accept relocation
bids will be held September 10.

According to The AP, Judge Baum postponed the August auction so
that local bidders would have more time to finalize their offers,
and he brushed aside arguments over the merits of Jerry
Reinsdorf's offer.  Judge Baum is considering combining the bids
in one auction, The AP states.

The AP relates that NHL deputy commissioner Bill Daly was worried
that Mr. Reinsdorf may be wavering in his bid for Phoenix Coyotes,
after Judge Baum postponed the auction.  Mr. Reinsdorf's bid has
been repeatedly challenged by Phoenix Coyotes owner Jerry Moyes
and Canadian billionaire Jim Balsillie.  The report quoted Mr.
Daly as saying, "I think from time to time, (Reinsdorf has) become
very frustrated with the process.  He feels like he's being fought
at every turn, and he's already invested a lot of money in this.
At some point, we're concerned that he may just reach a decision
that it's not worth all the time and money and effort when he's
getting resisted as strongly as he is by Mr. Moyes and Mr.
Balsillie."

The AP notes that Mr. Reinsdorf's frustration apparently grew when
Mr. Moyes' attorneys revealed details of his talks with the city
of Glendale on a possible new lease for Jobing.com Arena.  Court
documents say that Mr. Reinsdorf has asked for a special taxing
district to be created near the arena that would pay the new
owners as much as $23 million in 2010.

The AP says that Glendale would have to pay Mr. Reinsdorf about
$15 million for each year of losses or allow the team to be sold
and moved without penalty, if Phoenix Coyotes were still losing
money after five years.  Glendale attorneys said in court
documents that the city was "very close to a definitive agreement"
that would include "strong economic essentials."

According to court documents, Glendale's lawyers said, "The
Reinsdorf group is rightfully upset because the terms with
Glendale concern economic issues which it is seeking to resolve in
making its bid.  If the bidders walk away from this Glendale sale
process, the damage caused by the disclosure will be staggering
for Glendale.  Our challenge, frankly, is having a bidder with us"
on September 10.

                Glendale-Goldwater Legal Fight

Phoenix Business Journal relates that the Goldwater Institute
watchdog group, on behalf of eight Glendale taxpayers, has filed
an objection in U.S. Bankruptcy Court, claiming that Glendale
officials may have offered unconstitutional taxpayer subsidies to
a Phoenix Coyotes bidder.

According to the TCR on August 4, 2009, Maricopa County Superior
Court Judge Edward Burke ruled that most of the documents dealing
with negotiations by the city of Glendale, Arizona, with the
Phoenix Coyotes may remain sealed under a state law that allows
nondisclosure in cases of legal negotiations.  About 34 of the 322
pages of the documents will have to be released as part of a
lawsuit filed by the Goldwater.  Goldwater was seeking to get a
look at Glendale's negotiations with Mr. Reinsdorf regarding his
bid for Phoenix Coyotes.  Goldwater Institute wanted to see what
Glendale had been talking to Mr. Reinsdorf about including any
possible incentives, subsidies or lease changes.  Glendale refused
a public records request by Goldwater Institute, which then sued
the city in June 2009, asking the court to make Glendale turn over
the records.  Glendale said that Goldwater Institute's request
didn't fit into the state's public records law.  Phoenix Coyotes
owner Mr. Moyes' lawyers also asked the U.S. Bankruptcy Court for
the District of Arizona to require more information on Mr.
Reinsdorf's $148 million bid for the team.  Mr. Moyes was also
seeking information from Mr. Reinsdorf's business partners and the
NHL regarding the bid.

Business Journal relates that Goldwater asked the bankruptcy court
judge to consider the unconstitutionality of any arrangement that
provides taxpayer-funded concessions in accepting a bid.
"Goldwater Institute attorneys have been unable to verify that any
unconstitutional offers have been made by Glendale officials,
since public records requested more than four weeks ago from
Glendale still have not been provided.  This is in spite of two
court rulings instructing Glendale to turn over records related to
negotiations between the city and prospective buyers of the team,
with limited exceptions," the institute said in a statement.

                       About Coyotes Hockey

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

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


CYGNUS BUSINESS: Files for Ch 11 After Lenders Agree to Debt Swap
-----------------------------------------------------------------
Cygnus Business Media has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Delaware.

Matt Kinsman at FolioMag.com reports that Cygnus Business had
reached an agreement with 23 of its 24 lenders on a pre-packaged
restructuring.  FolioMag.com says that because an out-of-court
settlement required a unanimous decision, the Company had to file
for bankruptcy.

FolioMag.com relates that Cygnus' secured debt will be reduced
from $180 million to $60 million through a secured debt-equity
exchange.  GE Commercial, according to FolioMag.com, will own the
majority of Cygnus.

FolioMag.com states that Cygnus said that it expects to emerge
from Chapter 11 within 45 days.  The report quoted Cygnus
spokesperson Kathy Scott as saying, "All vendors and creditors
will be paid 100 cents on the dollar.  We plan to be out in 45
days.  All employees are getting paid and benefits remain in
place.  In 45 days we will emerge with a better debt structure."

Headquartered in Fort Atkinson, Wisconsin, Cygnus Business Media
is a diversified business-to-business media company.


EASTMAN KODAK: S&P Assigns 'CCC+' Senior Unsecured Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'CCC+' senior unsecured and preliminary 'CCC'
subordinated debt ratings to Eastman Kodak Co.'s Rule 415 shelf
registration.  These ratings are preliminary and are subject to
the terms of the securities that the company ultimately issues,
the use of the proceeds, and its overall credit opinion of Kodak
at the time of issuance.

The corporate credit rating on Rochester, New York-based Eastman
Kodak is 'B-' and the rating outlook is negative.  The 'B-' rating
reflects its concern about the company's earnings and cash flow
prospects and its high lease- and pension-adjusted leverage.
These concerns are based on:

* The ongoing and rapid deterioration of the company's traditional
  consumer imaging business,

* The unproven long-term profit potential of its consumer digital
  imaging businesses,

* The longer-term potential for a decline in its entertainment
  imaging businesses,

* Significant discretionary cash flow deficits,

* Vulnerability to economic pressures, and

* Its leveraged financial profile.

                           Ratings List

                         Eastman Kodak Co.

            Corporate Credit Rating     B-/Negative/--

                           New Ratings

                        Rule 415 shelf reg

              Senior Unsecured          CCC+ (prelim)
              Subordinated              CCC (prelim)


ENERGY FUTURE: Moody's Junks Corporate Family Rating From 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Energy Future
Holdings Corp. and its unregulated subsidiary, Texas Competitive
Energy Holdings including EFH's Corporate Family Rating and
Probability of Default Rating to Caa1 from B3.  EFH's speculative
grade liquidity rating of SGL-3 is affirmed.  The rating outlooks
for EFH and TCEH remain negative.

The downgrade and negative outlook reflect Moody's concerns
regarding the long-term sustainability of EFH's business model.
These concerns primarily reflect the approximately $44 billion of
debt and roughly $20 billion of other gross liabilities currently
on the balance sheet versus negative book equity of $3.2 billion.

The rating action also reflects Moody's view that the capital
structure is untenable and will likely prompt the company to
pursue some form of restructuring activity.  These actions are
likely to address the company's liquidity profile and its
substantial maturities upcoming in 2014.  Moody's is likely to
view any such action as a "distressed exchange" event and will
score such event as a default, albeit one that is immediately
cured.

EFH's longer-term fundamentals remain weak.  Fundamental concerns
include: the magnitude of its debt ($44 billion); significant
looming maturities in 2014 (approximately $23 billion); the
prospective liquidity profile and continued availability under the
revolver; the current and longer-term prospects for the financial
and credit markets (due to the sizeable hedging program, which
will need to be addressed in 2013); a noticeable acceleration of
environmentally-sensitive legislative initiatives (including
carbon and mercury) which threatens coal-fired margins and the
risk of incremental market intervention in Texas.

Moody's views EFH's capitalization as relatively complex, which
includes numerous, often inter-related, incurrence tests and other
covenants.  In addition, EFH's financial profile is considered
weak, where the ratio of cash flow from operations to debt was
roughly 2.5% for the latest twelve months ended March 2009 and for
the year ended 2008.  Moody's estimates that even under fairly
optimistic assumptions, cash flow to debt is expected to be less
than 5% for the next several years which Moody's believe is more
in line with a Caa CFR.

EFH's SGL-3 rating implies adequate liquidity over the next twelve
months.  In Moody's opinion, liquidity is benefited by a current
large cash balance, meaningful availability under its existing
TCEH credit facilities, no material near-term maturities until
2014 and a modest capital expenditure plan.

Moody's observes that EFH recently announced that it would pay
lenders a consent fee to modify several components to its TCEH
secured revolving credit and term loan B facilities.  Moody's
believes the proposed amendments would marginally improve EFH's
overall financial flexibility.

"We believe the proposed credit facility amendments will provide
EFH with an increased level of financial flexibility to better
position the organization to attempt some form of maturity
extensions, debt exchange or other restructuring activities"
stated Jim Hempstead, senior vice president at Moody's.  "We
continue to incorporate a view that any such action, given the
company's fundamentals, will most likely be viewed as a distressed
exchange" added Hempstead.

Moody's also downgraded EFH's $4.5 billion of senior unsecured
(guaranteed) notes to Caa2 from Caa1 and $2.5 billion of senior
unsecured (TXU legacy, pre-LBO debt securities) to Caa3 from Caa2,
which includes the $1.0 billion 5.55% senior unsecured notes due
2014.

In addition, the ratings for EFH's principal subsidiary's, Texas
Competitive Electric Holdings (TCEH), $24 billion of senior
secured term loan facilities were downgraded to B2 from B1, the
$6.5 billion of senior unsecured notes were downgraded to Caa2
from Caa1 and the TCEH legacy senior unsecured notes were
downgraded to Caa3 from Caa2.

EFH's rate-regulated electric transmission and distribution (T&D)
utility, Oncor Electric Delivery Company's (Oncor), Baa1 senior
secured ratings are affirmed. The rating outlook for Oncor remains
stable.

Moody's last rating action for EFH occurred on March 31, 2009,
when EFH's CFR was downgraded to B3 from B2.

EFH's ratings were assigned by evaluating factors believed to be
relevant to its credit profile, such as i) the business risk and
competitive position of EFH versus others within its industry or
sector, ii) the capital structure and financial risk of EFH, iii)
the projected performance of EFH over the near to intermediate
term, and iv) EFH's history of achieving consistent operating
performance and meeting financial plan goals.  These attributes
were compared against other issuers both within and outside of
EFH's core peer group and EFH's ratings are believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

The ratings for EFH, TCEH and EFCH's individual securities were
determined using Moody's Loss Given Default methodology.  Based on
EFH's Caa1 CFR and PDR, and based strictly on the priority of
claims within those entities, the LGD model would suggest a rating
of Caa3 for EFH's senior unsecured (guaranteed) debt.  The Caa2
rating assigned reflects the fact that the holders of these
securities also benefit from an upstream guarantee from Oncor's
intermediate subsidiary holding company.

EFH is a large merchant generation company and retail electric
provider operating in Texas.  EFH is headquartered in Dallas,
Texas.

Downgrades:

Issuer: Brazos River Authority, TX

  -- Revenue Bonds, Downgraded to Caa3 from Caa2
  -- Senior Unsecured Revenue Bonds, Downgraded to Caa3 from Caa2

Issuer: Energy Future Holdings Corp.

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD5, 83% from Caa1, LGD5, 78%

Issuer: Sabine River Authority, TX

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa3 from Caa2

Issuer: TXU Corp. (Old)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
     from Caa2

Issuer: TXU US Holdings Company

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
     from Caa1

Issuer: Texas Competitive Electric Holdings Co LLC

  -- Senior Secured Bank Credit Facility, Downgraded to a range of
     B2, LGD2, 28% from a range of B1, LGD2, 27%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD5, 72% from Caa1, LGD5, 71%

  -- Senior Unsecured Sec. Lease Oblig. Bond, Downgraded to Caa3,
     LGD5, 86% from Caa2, LGD5, 83%

Issuer: Trinity River Authority, TX

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa3 from Caa2

Upgrades:

Issuer: TXU Corp. (Old)

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD6,
     92% from LGD6, 96%

Issuer: TXU US Holdings Company

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5,
     72% from LGD6, 91%


EVERETT MARITIME: U.S. Trustee Appoints 5-Member Creditors' Panel
-----------------------------------------------------------------
The U.S. Trustee for the Northern District of Illinois appointed
five parties to the Official Committee of Unsecured Creditors in
the bankruptcy cases of Everett Maritime, LLC.

The Committee members are:

     -- GGLO, LLC
     -- Hoffman Construction Co.
     -- Methodologie
     -- Kosnick Engineering
     -- Landau Associates

NetDockets relates that, in light of a pending motion to transfer
the case to the Western District of Washington bankruptcy court,
every member of the Committee appears to be located in Washington.
Three of the creditors have addresses in Seattle and one each have
addresses in Everett and Edmonds, Washington, NetDockets say.

As reported by the Troubled Company Reporter on July 31, 2009,
citing NetDockets, the Port of Everett has asked the Court to
transfer venue of the case to the Western District of Washington
for the convenience of parties-in-interest and in the interests of
justice.  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.


FAIRPOINT COMMUNICATIONS: S&P Reassigns CC Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it reassigned a 'CC'
corporate credit rating, with a negative outlook to Charlotte,
North Carolina-based incumbent local exchange carrier FairPoint
Communications Inc., from the previous 'SD'.  S&P also raised the
rating to 'C' from 'D' on the approximate $90 million of aggregate
principal amount remaining on the company's unsecured notes that
did not participate in its exchange offer.  The recovery rating on
the notes is '6', representing negligible (0%-10%) recovery
prospects in the event of a payment default.

S&P also removed the 'CC' secured bank loan rating from
CreditWatch, where it had been placed with negative implications
on June 25, 2009, following the company's announced note exchange.
The loan has a '3' recovery rating, representing meaningful (50%-
80%) recovery prospects in the event of a payment default.

"We reassigned a corporate credit rating of 'CC', given the very
limited liquidity being experienced by the company since the
cutover from the Verizon systems due to operational issues," said
Standard & Poor's credit analyst Catherine Cosentino, "the
uncertain prospects for near-term payment of interest and loan
amortization, and uncertain ability to meet existing covenants in
the credit facility over the coming quarters."  The company's
distressed exchange did not materially change its credit profile.
The new notes provide the company the option to pay interest due
on October 1, 2009, via a noncash accrual, but beyond that they
require cash payment of interest.


FEDERAL-MOGUL: Allowed by Michigan State to Keep Tax Break
----------------------------------------------------------
Federal-Mogul Corporation has won approval to keep 100% tax break
despite the drop in the number of its work force in its
Greenville, Michigan plant, Julia Bauer of The Grand Rapids Press
reports.  The report notes that the plant's headcount will drop
from 220 to 150 through 2010.

Ms. Bauer says the Michigan Economic Growth Authority has approved
a two-year exception to the standard, which was set in 2004, due
to the downturn in auto sales.  As widely reported, two of
Michigan's big three -- General Motors and Chrysler -- are
currently under Chapter 11 bankruptcy protection.  Federal-Mogul
could seek another one-year extension to stay at 150 employees.

Michigan's state representative Mike Huckleberry, D-Greenville,
has asked that any extension should include public notification,
"so there is no mistaking that the entire community looks forward
to, and needs, restored employment levels at Federal-Mogul's
Greenville plant," Grand Rapids Press reports.

According to Ms. Bauer, Federal-Mogul's $60 million tax break was
approved five years ago, and covered five Michigan locations --
Southfield, Ann Arbor/Plymouth, Greenville, Sparta and St. Johns.
The plant at St. Johns was shut down a couple of years ago.

                 About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the Company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

(Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Court Moves Sept. 22 Hearing Due to G-20 Meet
------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware moved to September 29, 2009, the omnibus
hearings she previously set for September 22 in the Debtors'
bankruptcy cases.

Judge Fitzgerald noted that the G-20 Summit will be held in
Pittsburgh, Pennsylvania, on September 24 through 25, 2009, and
travel into and out of Pittsburgh will be restricted for several
days before and after the Summit.

According to G-20's Web site, the Group of Twenty (G-20) Finance
Ministers and Central Bank Governors was established in 1999 to
bring together systemically important industrialized and
developing economies to discuss key issues in the global economy.
Among the members of the G-20 are finance ministers and central
bank governors of the United States of America, United Kingdom,
Japan, Saudi Arabia, Australia and Canada.

                 About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the Company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

(Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Releases Second Quarter 2009 Results
---------------------------------------------------
Federal-Mogul Corporation reported positive net income and cash
flow on improved sales versus the first quarter 2009, as the
company's restructuring and cost reduction initiatives brought
improved profits to the bottom line, countering the impact of the
global market downturn.

                       Financial Summary
                         (in millions)

                           2009                    2008
                   --------------------    --------------------
                    Q1      Q2      YTD     Q1      Q2      YTD
                   ----    ----    ----    ----    ----    ----
Net sales         $1,304  $1,238  $2,542  $1,995  $1,859  $3,854

Gross margin         198     158     356     396     266     662

pct. of sales     15.2%   12.8%   14.0%   19.8%   14.3%   17.2%

Selling, general    (170)   (184)   (354)   (212)   (209)   (421)
& admin. expenses

Net income (loss)      3    (101)    (98)     90     (32)     58
attributable to
Federal-Mogul

Operational EBITDA   129      70     199     258     207     465

pct. of sales      9.9%    5.7%    7.8%   12.9%   11.1%   12.1%

Cash flow             $7   ($196)  ($189)    $70   ($162)   ($92)

"We are pleased to report a profitable quarter, including stronger
gross margin, reduced selling, general and administrative
expenses, positive net income, higher operational EBITDA and
significantly improved cash flow in Q2 2009 versus Q1 2009.  We
have implemented numerous measures to reduce costs and more
closely align our global structure and capacity with current
market requirements," said Jose Maria Alapont, Federal-Mogul
President and CEO.

"These Q2 2009 results highlight our substantial progress
versus Q1 2009, as we strengthen the company to operate more
efficiently in the current market environment, while preparing to
capitalize on an eventual rebound in vehicle production.  The
company's performance during the quarter demonstrates the
effectiveness of Federal-Mogul's variable cost company strategy to
generate sustainable global profitable growth," he said.

Federal-Mogul reported $1.3 billion in sales during Q2 2009,
a $66 million increase over Q1 2009, yet the global automotive
markets remained challenging in all but a few growth countries.
The company's improved sales along with global restructuring
measures and strict cost controls resulted in a gross margin of
$198 million or 15.2 percent of sales in Q2 2009, which is up
$40 million and 2.4 percentage points.  Net income in Q2 2009 was
$3 million versus a net loss of $(101) million during Q1 2009.
The stronger net income is attributable to operational
improvements across all business activities.  Operational EBITDA
for Q2 2009 was $129 million or 9.9 percent, an increase of
$59 million over Q1 2009, when the company reported operational
EBITDA of $70 million or 5.7 percent.  Federal-Mogul generated
positive cash flow of $7 million in Q2 2009 compared with negative
cash flow of $(196) million in Q1 2009, representing a
$203 million improvement in cash flow performance during the
quarter.  This strong improvement was due to enhanced
profitability and improved working capital management.  The
company maintained its strong cash position of about $700 million
with an unused revolver of over $500 million, providing more than
$1.2 billion of liquidity.

On a year-over-year basis, Federal-Mogul reported Q2 2009 sales of
$1.3 billion versus $2.0 billion in Q2 2008, which was the last
full quarterly reporting period before the global automotive
market downturn began, and when the company reported its all-time
quarterly sales record.  Federal-Mogul's total revenue declined 29
percent in Q2 2009 on a constant dollar basis or 35 percent
including currency exchange versus Q2 2008.  Gross
margin was $198 million or 15.2 percent in Q2 2009 versus
$396 million or 19.8 percent in the same period of 2008.  Sales,
general and administrative (SG&A) expenses were improved by 20
percent to $170 million during Q2 2009, versus $212 million during
the same period one year ago.  Net income was $3 million in Q2
2009 versus $90 million in Q2 2008.  Federal-Mogul's operational
EBITDA for Q2 2009 was $129 million, compared to $258 million,
reported a year ago.  The company reported positive cash flow of
$7 million for Q2 2009 versus $70 million during Q2 2008.

For the six-month period ending June 30, 2009, Federal-Mogul
reported sales of $2.5 billion, compared to $3.9 billion for the
same period in 2008.  Gross margin was $356 million in the first
half of 2009, versus $662 million for the same period in 2008.
SG&A costs were improved by $67 million, to $354 million in the
first six months of this year from $421 million in the first half
of 2008.  The company reported a net loss of $(98) million for the
first half of 2009, compared to $58 million of net income for the
first two quarters of 2008.  Operational EBITDA was $199 million,
or 7.8 percent of sales for the first six months of 2009, compared
to $465 million or 12.1 percent of sales during the first half of
2008.  The company recorded negative cash flow of $(189) million
for the six months ending June 30, compared to negative
$(92) million in the first half of 2008.

The company in the second quarter continued to adjust its global
headcount in order to realign its manufacturing capacity to market
requirements.  As a result of the company's global restructuring
plan, Federal-Mogul has reduced its headcount by nearly 11,000
employees, or 22 percent from one year ago.

Federal-Mogul during the three months ending June 30, 2009,
continued to achieve new business bookings with a high percentage
of conquest contracts, evidence of continued demand for Federal-
Mogul's leading technology and innovation to increase fuel
economy, reduce emissions and improve vehicle safety.

"Federal-Mogul's results demonstrate that our sustainable
global profitable growth strategy has been effective in
establishing a solid foundation which helps the company withstand
extremely difficult market conditions," Mr. Alapont said.  "We
continue to focus on strengthening as well as diversifying our
customer base to grow our revenue stream with new technologies,
innovations and strong brands that bring value to our customers,
especially given the increasingly challenging regulatory
requirements for fuel economy, alternative fuels, reduced
emissions and improved safety.  We are working efficiently in
order to continue to improve our global performance," he
concluded.

A full-text-copy of Federal-Mogul Corp.'s Second Quarter 2009
Results filed on Form 10-Q is available at no charge at:

             http://researcharchives.com/t/s?40a3

                Reorganized Federal-Mogul Corp.
                         Balance Sheet
                         (In millions)

                                             June 30    Dec. 31
                                               2009       2008
                                             -------    -------
                             Assets

Current Assets:
Cash and equivalents                          $687.3     $888.2
Accounts receivable                          1,057.9      938.7
Inventories                                    876.1      893.7
Prepaid expenses and other current assets      250.9      267.4
                                             --------   --------
Total current assets                          2,872.2    2,988.0

Property, plant and equipment                 1,895.1    1,910.6
Goodwill & indefinite-lived
intangible assets                            1,406.5     1430.4
Definite-lived intangible assets, net           539.5      563.9
Other non-current assets                        317.5      342.7
                                             --------   --------
Total Assets                                 $7,030.8   $7,235.6
                                             ========   ========

             Liabilities and Shareholders' Equity

Short-term debt &
current portion of long-term debt              $99.7     $101.7
Accounts payable                                486.7      622.5
Accrued liabilities                             489.3      483.1
Current portion of postemployment
benefit liability                               61.1       61.0
Other current liabilities                       192.7      173.8
                                             --------   --------
Total current liabilities                     1,329.5    1,442.1

Long-term debt                                2,762.5    2,768.0
Post-employment benefits                      1,256.4    1,240.1
Long-term portion of deferred income taxes      537.6      553.4
Other accrued liabilities                       163.2      235.9

Shareholders' equity:
  Preferred stock                                  --         --
  Common stock                                    1.0        1.0
  Additional paid-in capital                  2,122.7    2,122.7
  Accumulated deficit                          (566.0)    (467.9)
  Accumulated other comprehensive loss         (616.4)    (688.0)
  Treasury stock, at cost                       (16.7)     (16.7)
                                             --------   --------
Total Shareholders' Equity                      924.6      951.1
                                             --------   --------
Noncontrolling interests                         57.0       45.0
                                             --------   --------
Total Liabilities and Shareholders' Equity   $7,030.8   $7,235.6
                                             ========   ========

                Reorganized Federal-Mogul Corp.
                    Statement of Operations
                         (In millions)

                                             Three Months Ended
                                                   June 30
                                             ------------------
                                               2009       2008
                                              ------     ------
Net sales                                    $1,304.4    $1,995.2
Cost of products sold                        (1,106.6)  (1,599.6)
                                             --------   --------
Gross margin                                    197.8      395.6

Selling, general & admin. expenses             (170.3)    (212.4)
Interest expense, net                           (33.8)     (42.4)
Amortization expense                            (12.2)     (19.2)
Chapter 11 & U.K. Administration expenses        (1.6)      (3.2)
Equity earnings of unconsolidated affiliates      3.4        7.8
Restructuring expense, net                       (1.4)      (1.0)
Other income, net                                15.1       (0.9)
                                             --------   --------
Income before Income Taxes                       (3.0)     124.3

Income Tax Expense                                9.7      (33.8)
                                             --------   --------
Net Income                                       $6.7      $90.5
Less net income attributable to
    Noncontrolling interests                     (3.7)      (0.9)
                                             --------   --------
Net income attributable to
    Federal Mogul                                $3.0      $89.6
                                             ========   ========

                Reorganized Federal-Mogul Corp.
                    Statement of Cash Flows
                         (In millions)
                                              Six Months Ended
                                                   June 30
                                              ----------------
                                                2009       2008
Cash Provided From (Used By)                   ------     ------
Operating Activities:
Net loss attributable to FMC                   ($94.1)     $59.7
Adjustments to reconcile
net (loss) income to net cash:
  Depreciation and amortization                 158.2      171.1
  Cash received from 524(g) Trust                  --      225.0
  Change in postemployment benefits              27.9        4.1
  Gain on sale of debt investment                (7.9)        --
  Change in deferred taxes                       (3.6)       3.9
Changes in operating assets & liabilities:
  Accounts receivable                          (105.3)    (249.8)
  Inventories                                    28.8       55.0
  Accounts payable                             (138.0)     (49.1)
  Other assets & liabilities                     15.0       37.7
                                             --------   --------
Net Cash Provided From Operating Activities    (119.0)     257.6

Cash Provided From (Used By)
Investing Activities:
Expenditures for property, plant & equipment    (88.7)    (148.0)
Net settlement from sale of debt investment       7.9         --
Net proceeds from the sale of property            0.3       10.9
Payments to acquire business                       --       (4.7)
                                             --------   --------
Net Cash Used by Investing Activities           (80.5)    (141.8)

Cash Provided From (Used By)
Financing Activities:
Proceeds from borrowings on exit facility          --    2,082.0
Repayment of Tranche A, Revolver & PIK Notes       --   (1,790.8)
Principal payments on long-term debt            (14.8)     (14.8)
(Decrease) increase in short-term debt           (3.2)       2.4
(Decrease) increase in other long-term debt      (1.7)       6.9
Net (payments) proceeds from
factoring arrangements                          (3.9)       6.3
Debt issuance fees                                 --       (0.4)
                                             --------   --------
  Net Cash (Used By) Investing Activities       (23.6)     291.6

  Effect of foreign currency exchange            22.2       11.1
  rate fluctuations on cash

(Decrease) increase in Cash and Equivalents    (200.9)     418.5

Cash and equivalents at beginning of period     888.2      425.4
                                             --------   --------
Cash and equivalents at end of period          $687.3     $843.9
                                             ========   ========

                 About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the Company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

(Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Tennessee Plan Spill Causes Evacuation, Sickness
---------------------------------------------------------------
A chemical spill at a plant owned by Federal-Mogul Corporation in
Grizzly Lane, in Smithville, Tennessee, prompted evacuations on
the night of August 2, 2009, News-Channel Five reports.

Just before 6:00 p.m. that night, an unknown gas was inadvertently
released while workers were changing a pump, the report says
citing the Tennessee Emergency Management Agency as its source.

Employees at the company were evacuated and kept out around 50
feet from the building when they started getting sick and passing
out due to inhalation of the fumes, News-Channel further reports.

                 About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the Company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

(Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FONTAINEBLEAU: BofA, et al., Want CCCS to Produce Documents
-----------------------------------------------------------
Fontainebleau Las Vegas, LLC, one of the three Debtors in the
Chapter 11 cases, sued a group of banks led by Bank of America,
N.A., as administrative agent, on June 9, 2009, for alleged
breach under their financing commitment to fund the Debtor's
multi-billion-dollar casino-resort development in Las Vegas,
Nevada.

The Debtor complained that BofA, along with Merrill Lynch Capital
Corporation, JPMorgan Chase Bank, N.A., Barclays Bank PLC,
Deutsche Bank Trust Company Americas, The Royal Bank of Scotland
PLC, Sumitomo Mitsui Banking Corporation New York, Bank of
Scotland, HSH Nordbank AG, New York Branch, and MB Financial
Bank, N.A., have "unjustifiably" failed and refused to provide
the $770,000,000 in revolver financing under certain credit
agreements aggregating $1.85 billion for the casino-resort
development.

The Banks, in response, insist that the Debtor breached the Credit
Agreement and defaulted on numerous covenants, terms and
conditions of the Credit and Disbursement Agreements, compliance
with which was a condition precedent to its right and ability to
borrow funds under the Credit Agreement.

                     Deposition on CCCS Int'l

In connection with the lawsuit, Barclays Bank, PLC, Deutsche Bank
Trust Company Americas, JP Morgan Chase Bank, NA, and Royal Bank
of Scotland PLC, served a deposition notice and request for
production of documents from CCCS International, among other
parties.

CCS International asks the Court enter a protective order
preventing the Banks from taking the deposition of a CCCS
representative and from requiring CCCS to produce documents.

CCCS also asks the Court to quash or modify the subpoena issued by
the Banks pursuant to Rule 45(c) of the Federal Rules of
Bankruptcy Procedure.  CCCS maintains that the subpoena requires
disclosure of privileged or protected matters and is subjecting
CCCS to significant undue burden.

CCCS, which performs various construction management services for
the Debtor related to the Project, asserts that in addition to
the lack of sufficient notice, it cannot participate in the
deposition because of a substantial concern that it will be
pursued for violating an alleged confidentiality agreement.

Defendants Barclays Bank, et al., assert that the mere filing of
the Motion for Protective Order had the effect of staying their
good faith efforts to obtain discovery from CCCS International in
advance of a hearing on the lawsuit.

The Official Committee of Unsecured Creditors has informed the
Bankruptcy Court that it desires to attend and have the right to
ask questions at the deposition of CCCS and to receive copies of
all documents produced in the issue.  The Committee says it is not
seeking to reargue its motion to generally intervene in the
Adversary Proceeding.  Rather, it is seeking to participate, on a
limited basis, with respect to the matters raised in the CCCS
Action.  These issues point to potential causes of action under
Section 548 of the Bankruptcy Code and otherwise, which would
directly benefit the constituency which the Committee represents,
it notes.

The Committee's counsel informed counsel to the Revolver Banks of
the Committee's intention to attend the deposition and fully
participate in the discovery, and was told that the Revolver
Banks would not permit the involvement in the discovery by the
Committee.  Accordingly, as part of the Court's consideration of
the issues raised by the application of CCCS, the Committee asks
the Court to issue a directive to the parties in the Action that
the Committee can fully participate any discovery to be obtained
from CCCS.

                Robert Barone Files Declaration

Robert W. Barone, senior vice president and principal of
Inspection and Valuation International, Inc., disclose that in
May 2007, IVI was retained by Bank of America, on behalf of a
group of lenders, to serve as a construction consultant to
oversee the construction of the Project.  Mr. Barone was
designated to be the Principal for the engagement.

Mr. Barone says that based on his experience generally and with
the Project specifically, he believes that it is highly likely
that Turnberry West Construction or the Debtor possess records
that would enable one to determine the timeframe in which each of
the claims and pending change orders in the Project as reflected
in Turnberry's Anticipated Cost Report for April 2009 were
brought to the attention of Turnberry or the Debtor.

A copy of Mr. Barone's declaration is available for free at

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

                  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: Term Lenders, Arelius Oppose Moelis Engagement
-------------------------------------------------------------
The Term Lender Steering Group in Fontainebleau Las Vegas Holdings
LLC's cases has filed an objection to the Debtors' employment of
Moelis & Company LLC as financial advisor and investment banker,
noting that it performs services identical to Citadel Derivatives
Group LLC.

Aurelius Capital Management, LP supports the objection raised by
the Term Lenders.  Aurelius reiterated that the Debtors have
failed to establish a valid business justification for engaging
one, let alone two, financial advisory firms to provide what
appear to be duplicative services and imposing an unwarranted
administrative burden on the estates, with no corresponding
benefit.  Indeed, Aurelius says, the description of services
provided for in both engagement letters is identical.

According to Aurelius, it is not clear that a financial advisor
is even required at this stage of the Cases, as there is a
pending mediation that will determine the need and scope of a
financial advisor.  The estate should wait until that process has
been completed to obligate itself to an additional significant
fee burden, Aurelius relates.

The Debtors have obtained interim approval to hire Moelis &
Company LLC.

Moelis will assist the Debtors in the restructure of outstanding
debt obligations, raising additional capital and consummating a
sale transaction, in a short timeframe, to help the Debtors
reorganize and emergence from Chapter 11.

Specifically, Moelis is expected to:

  (a) undertake, in consultation with members of management of
      the Debtors, a comprehensive business and financial
      analysis of the Debtors;

  (b) review and analyze the Debtors' assets and their
      operating and financial strategies;

  (c) review and analyze the business plans and financial
      projections prepared by the Debtors, including testing
      assumptions and comparing those assumptions to historical
      and industry trends of the Debtors;

  (d) evaluate the Debtors' debt capacity and assist in the
      determination of an appropriate capital structure for the
      Debtors;

  (e) identify, initiate, review, negotiate, and evaluate any
      restructuring transaction, sale transaction or capital
      transaction, or any combination, and develop and evaluate
      alternative proposals for a restructuring transaction,
      sale transaction or capital transaction, or their
      combination;

  (f) solicit and evaluate indications of interest and proposals
      regarding any Restructuring Transaction, Sale Transaction
      or Capital Transaction from current or potential lenders,
      equity investors, acquirors or strategic partners;

  (g) assist the Debtors in developing strategies to effectuate
      any Restructuring Transaction, Sale Transaction or Capital
      Transaction, including financing alternatives;

  (h) advise and assist the Debtors in the course of their
      negotiation of any Restructuring Transaction, Sale
      Transaction or Capital Transaction and participate in
      those negotiations, as requested;

  (i) determine and evaluate the risks and benefits of
      considering, initiating and consummating any Restructuring
      Transaction, Sale Transaction or Capital Transaction;

  (j) determine values or ranges of values for the Debtors and
      any securities that the Debtors offer or propose to offer
      in connection with a Capital Transaction;

  (k) in coordination with the Debtors, prepare and implement a
      marketing plan and prepare one or more memoranda, called
      selling memos, which describe assets, properties or
      businesses to be sold in any Sale Transaction;

  (l) working with the Debtors' management in preparing one or
      more memoranda, called information memeo, describing the
      Debtors and their businesses for use in any potential
      Capital Transaction;

  (m) contact potential acquirors or investors that Moelis and
      the Debtors have agreed may be appropriate, and in
      rendering the services, Moelis may meet with
      representatives of those acquirors or investors and
      provide the representatives with the selling memo or
      information memo and additional information about the
      Debtors' assets, properties or businesses as may be
      appropriate and acceptable to the Debtors, subject to
      customary business confidentiality agreements in form and
      substance approved by the Debtors;

  (n) assist the Debtors in the development, preparation and
      distribution of selected information, documents and other
      materials to create interest in and to consummate any
      Restructuring Transaction, Sale Transaction or Capital
      Transaction;

  (o) assist the Debtors in valuing their assets or business,
      provided that any real estate or fixed asset appraisals
      will be undertaken by outside appraisers, separately
      retained and compensated by the Debtors;

  (p) be available at the Debtors' request to meet with Debtors'
      management, board of directors or board of managers,
      creditor groups, equity holders, any official committees
      appointed in these Chapter 11 cases, or other parties, to
      discuss any Restructuring Transaction, Sale Transaction or
      Capital Transaction;

  (q) if requested by the Debtors, participate in hearings
      before the Bankruptcy Court and provide relevant
      testimony; and

  (r) provide other financial advisory and investment banking
      services as may be agreed upon by Moelis and the Debtors.

The Debtors has said it is in the best interests of their estates
to retain both Moelis and CDRG as financial advisors and
investment bankers, and have determined that each possess
complementary, but distinct, expertise necessary to assist them in
effectuating a Restructuring Transaction, Capital Transaction or
Sales Transaction.

The Debtors propose to pay Moelis based on this fee structure:

(A) Monthly Fee of $150,000 whether or not a Restructuring
    Transaction, Sale Transaction or Capital Transaction has
    taken place or will take place, from the Petition Date until
    the end of the term of the Engagement Letter.

    All Monthly Fees paid by the Debtors to Moelis will be
    credited against any Restructuring Fee, Capital
    Transaction Fee or Sale Transaction Fee payable under the
    Engagement Letter, provided, however, that credit will not
    apply to the extent that, and in the amount that, any
    Restructuring Fee, Capital Transaction Fee or Sale
    Transaction Fee is not entirely approved by the Bankruptcy
    Court.

(B) Restructuring Fee of $9,000,000 in cash, if a
    Restructuring Transaction is consummated, to be paid
    immediately upon any closing of a Restructuring
    Transaction.  A separate Restructuring Fee will be payable
    in respect of each Restructuring Transaction in the event
    more than one Restructuring Transaction will occur.

(C) Capital Transaction Fee, in cash, equal to:

    (1) 0.60% of the aggregate amount of new debt raised in a
        Capital Transaction in the form of secured, first
        lien, non-convertible debt,

    (2) 1.05% of the aggregate amount of new debt raised in a
        Capital Transaction in the form of senior unsecured,
        non- convertible debt,

    (3) 1.35% of the aggregate amount of new debt raised in a
        Capital Transaction in the form of subordinated and/or
        junior lien, non-convertible debt,

    (4) 1.50% of the aggregate amount of new debt raised in a
        Capital Transaction in the form of convertible debt,

    (5) 2.25% of the aggregate amount or face value of new
        capital raised in a Capital Transaction in the form of
        non-convertible preferred equity, including preferred
        equity in the form of stock or partnership, membership
        or limited liability company interests, equity-linked
        securities, options, warrants or other rights to
        acquire preferred equity interests in the Debtors, and

    (6) 2.40% of the aggregate amount or face value of new
        capital raised in a Capital Transaction in the form of
        common equity, including common equity in the form of
        stock or partnership, membership or limited liability
        company interests, equity-linked securities, options,
        warrants or other rights to acquire common equity
        interests in the Debtors, or in the form of
        convertible preferred equity, including convertible
        preferred equity in the form of stock or partnership,
        membership or limited liability company interests;

        Each percentage, however, will be reduced:

        (a) with respect to clauses (5) or (6), by 50% with
            respect solely to new preferred equity or common
            equity raised in a Capital Transaction from:

            * any person or entity that is an existing
              investor or holder of debt of the Debtors, other
              than from Jeffrey Soffer or any entity that
              Jeffrey Soffer controls, or

            * indemnified persons specified in the Engagement
              Letter, or

        (b) to 0% with respect solely to new debt or new
            capital raised in a Capital Transaction from Jeffrey
            Soffer or any entity that Jeffrey Soffer controls.

         The Capital Transaction Fee will be paid in cash
         immediately upon any closing of a Capital Transaction.
         A separate Capital Transaction Fee will be payable in
         respect of each Capital Transaction in the event that
         more than one Capital Transaction will occur.

(D) Sale Transaction Fee, in cash and in an amount equal to
    0.75% of the Transaction Value.

    In the event, however, that the Sale Transaction consists of
    (i) a liquidation in a bankruptcy case under chapter 7, or
    (ii) a credit bid by any secured lender where the credit bid
    consists solely of secured debt, the cash fee will be an
    amount equal to 0.60% of the Transaction Value, provided,
    further, that, any Sale Transaction Fee will not exceed
    $9,000,000.  The Sale Transaction Fee will be paid in cash
    immediately upon any closing of a Sale Transaction.  A
    separate Sale Transaction Fee will be payable in respect of
    each Sale Transaction if more than one Sale Transaction
    occurs.

The maximum fees payable by the Debtors to Moelis under the
Engagement Letter, whether in respect of the Monthly Fee, the
Restructuring Fee, the Sale Transaction Fee or the Capital
Transaction Fee, or any of this combination, after giving effect
to any crediting, will not exceed $15,000,000 in the aggregate.

                  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: Term Lenders Oppose Terms of Citadel Engagement
--------------------------------------------------------------
Aurelius Capital Management, LP, and the Term Lender Steering
Group have conveyed objection to Fontainebleau Las Vegas Holdings
LLC's application to employ Citadel Derivatives Group LLC as
financial advisor and investment banker.

Aurelius argues that any restructuring, transaction, "success" or
similar fee paid to Citadel and Moelis & Company LLC must be
subject to a reasonableness review at the conclusion of the
Cases, under the standards set forth in Section 330 of the
Bankruptcy Code.

Aurelius says that pre-approval of any fee under Section 328 is
not justified in cases like the Debtors', where the course of the
Debtors' restructuring is uncertain;  pre-approval could result
in a financial advisor earning a sizable "success" fee based upon
a successful result that had nothing to do with the services
provided by that advisor.

The Debtors have sought the Court's permission to hire Citadel to,
among others things

  (a) undertake a comprehensive business and financial
      analysis of the Debtors;

  (b) review and analyze the business plans and financial
      projections prepared by the Debtors, including testing
      assumptions and comparing those assumptions to historical
      and industry trends of the Debtors;

  (c) identify, initiate, review, negotiate, and evaluate any
      restructuring transaction, sale transaction or capital
      transaction, or any combination, and develop and evaluate
      alternative proposals for a restructuring transaction,
      sale transaction or capital transaction, or their
      combination;

  (d) solicit and evaluate indications of interest and proposals
      regarding any Restructuring Transaction, Sale Transaction
      or Capital Transaction from current or potential lenders,
      equity investors, acquirors or strategic partners;

  (e) advise and assist the Debtors in the course of their
      negotiation of any Restructuring Transaction, Sale
      Transaction or Capital Transaction and participate in
      those negotiations, as requested;

  (f) contact potential acquirors or investors that Citadel and
      the Debtors have agreed may be appropriate, and in
      rendering the services, Moelis may meet with
      representatives of those acquirors or investors and
      provide the representatives with the selling memo or
      information memo and additional information about the
      Debtors' assets, properties or businesses as may be
      appropriate and acceptable to the Debtors, subject to
      customary business confidentiality agreements in form and
      substance approved by the Debtors;

  (g) provide other financial advisory and investment banking
      services as may be agreed upon by Moelis and the Debtors.

For the contemplated services, the Debtors will pay Citadel:

  (A) A monthly fee of $25,000

  (B) Restructuring fee of $6,000,000 in cash if a restructuring
      transaction is consummated, to be paid immediately upon
      any closing of a restructuring transaction.  A separate
      Restructuring Fee will be payable in respect of each
      Restructuring Transaction in the event more than one
      Restructuring Transaction occurs.

  (C) If a capital transaction is consummated, a Capital
      Transaction Fee will be paid in cash equal to:

      (1) 0.40% of the aggregate amount of new debt raised in a
          Capital Transaction in the form of secured, first
          lien, non-convertible debt,

      (2) 0.70% of the aggregate amount of new debt raised in a
          Capital Transaction in the form of senior unsecured,
          non-convertible debt,

      (3) 0.90% of the aggregate amount of new debt raised in a
          Capital Transaction in the form of subordinated and/or
          junior lien, non-convertible debt,

      (4) 1.00% of the aggregate amount of new debt raised in a
          Capital Transaction in the form of convertible debt,

      (5) 1.50% of the aggregate amount or face value of new
          capital raised in a Capital Transaction in the form of
          non-convertible preferred equity, including preferred
          equity in the form of stock or partnership, membership
          or limited liability company interests, equity-linked
          securities, options, warrants or other rights to
          acquire preferred equity interests in the Debtors, and

      (6) 1.60% of the aggregate amount or face value of new
          capital raised in a Capital Transaction in the form of
          common equity, including common equity in the form of
          stock or partnership, membership or limited liability
          company interests, equity-linked securities, options,
          warrants or other rights to acquire common equity
          interests in the Debtors, or in the form of
          convertible preferred equity, including convertible
          preferred equity in the form of stock or partnership,
          membership or limited liability company interests;

      Each percentage, however, will be reduced:

      (a) with respect to clauses (5) or (6), by 50% with
          respect solely to new preferred equity or common
          equity raised in a Capital Transaction from:

          * any person or entity that is an existing
            investor or holder of debt of the Debtors, other
            than from Jeffrey Soffer or any entity that Jeffrey
            Soffer controls, or

          * any indemnified persons, pursuant to the Engagement
            Letter, or

      (b) to 0% with respect solely to new debt or new
          capital raised in a Capital Transaction from Jeffrey
          Soffer or any entity that Jeffrey Soffer controls.

      The Capital Transaction Fee will be paid in cash
      immediately upon any closing of a Capital Transaction.
      A separate Capital Transaction Fee will be payable in
      respect of each Capital Transaction in the event that
      more than one Capital Transaction will occur.

  (D) Sale Transaction Fee, in cash and in an amount equal to
      0.75% of the transaction value if a sale transaction is
      consummated.

      In the event, however, that the Sale Transaction consists
      of (i) a liquidation in a bankruptcy case under chapter 7,
      or (ii) a credit bid by any secured lender where the
      credit bid consists solely of secured debt, the cash fee
      will be an amount equal to 0.40% of the Transaction Value,
      provided, further, that, any Sale Transaction Fee will not
      exceed $6,000,000.  The Sale Transaction Fee will be paid
      in cash immediately upon any closing of a Sale
      Transaction.  A separate Sale Transaction Fee will be
      payable in respect of each Sale Transaction if more than
      one Sale Transaction occurs.

Payment by the Debtors under the Engagement Letter, for Monthly
Fees, Restructuring Fees, Sale Transaction Fees or Capital
Transaction Fees, or any of this combination, after giving effect
to any crediting, will not exceed $10,000,000 in the aggregate,
notwithstanding anything to the contrary in the Engagement
Letter.

                  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)


GENERAL MOTORS: Panel Says $1.5BB JPMorgan Loans Are Unsecured
--------------------------------------------------------------
The official committee of unsecured creditors in General Motors
Corp.'s bankruptcy cases has commenced an adversary proceeding
against JPMorgan Chase & Co. and other parties who gave the
Debtors access to a $1.5 billion term-loan prepetition.

The Creditors Committee, in its complaint filed before the
Bankruptcy Court, to enter a judgment that loans made by JPMorgan,
et al., were unsecured.

Under the term-loan agreement, the Debtors agreed that the loan,
of which in excess of $1.4 billion is outstanding, would be backed
by a first-priority lien on certain assets of GM.

However, according to the Committee, after inspection, it has
discovered that the pertinent U.C.C. filings demonstrate that the
lien was not perfected as of the petition date.  The Committee
explained that a UCC-1 financing statement was filed on November
30, 2006, but this was terminated by a UCC-3 financing statement
amendment filed on Oct. 30, 2008.

A judgment in favor of the Committee would impact recovery by the
term-lenders.  If their liens are avoided, the term loan lenders
would be treated like other unsecured creditors.

The Debtors have obtained debtor-in-possession financing of $33
billion from the U.S. Department of Treasury and the Export
Development Canada to pay prepetition claims and fund the Chapter
11 cases.  A portion of the DIP Loans would be used to pay in full
all claims under the Term Loan Agreement.  However, the Committee
points out, it was generally assumed that all claims under the
Term Loan Agreement were fully-secured, first-priority claims.

A copy of the Complaint is available at:

      http://bankrupt.com/misc/GM_CreditorsVsJPM.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: Can Reject 33 Dealers Who Refused Wind-Down Deals
-----------------------------------------------------------------
According to Carla Main at Bloomberg News, General Motors Corp.,
now know as Motors Liquidation Inc., obtained approval from the
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York to reject contracts with 33 dealerships that
didn't accept wind-down agreements from

As reported by the Troubled Company Reporter on July 8, 2009, GM
sought authority from the Bankruptcy Court to terminate, effective
July 10, sales and service dealership agreements with 38 entities.

Bloomberg relates the ruling didn't apply to two dealers, Everett
Chevrolet in Everett, Washington, and Forrest Chevrolet-Cadillac
in Cleburne, Texas.  Judge Gerber said Detroit-based GM must
provide those dealers with more information on why they were
rejected.  Three dealers reached settlements with GM prior to the
hearing.

                    Few Dealers Did Not Accept
                 Participation or Wind-Down Pacts

On July 5, 2009, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to NGMCO, Inc., an entity
sponsored by the United States Department of the Treasury.   As
determined by the Court in the Sale Order, the 363 Transaction was
the best, indeed, the only, viable means to save and carry forward
GM's business in a new enterprise that will maximize and realize
the going concern value of GM's assets.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, said that
as part of the transaction, a rationalization of GM's extensive
dealer network was essential in order for New GM to be a
viable company capable of surviving ever increasing foreign
competition and cyclical economic downturns.

While the rationalization of the Dealer Network included a
reduction in the number of Dealerships, the 363 Transaction
allowed for the substantial majority of GM's dealers to continue
operations in New GM on a long-term basis.  These Dealers were
offered a Participation Agreement, which provided for their
Dealership Franchise Agreement to be assumed and assigned to New
GM, subject to certain modifications.  Over 99% of the Dealers
that were offered Participation Agreements signed and returned
such agreements.  Under the 363 Transaction, the Debtors will be
assuming and assigning the Participation Agreements to New GM.

With respect to the remaining dealers that were not offered
Participation Agreements and will not be retained as part of the
New GM dealer network on a long-term basis, GM did not seek to
abruptly reject and terminate their Dealership Franchise
Agreements.  Rather, GM offered the Wind-Down Dealers the
opportunity to accept "wind-down" agreements that will allow them
to stay in business until October 2010 so that they can -- in an
orderly fashion -- sell down their inventories and continue to
provide warranty and other services to their customers with the
continued support of New GM.  Over 98% of the Wind-Down Dealers
accepted and executed the Wind-Down Agreements.

Despite these efforts, 38 Dealers, who represent less than 2% of
the Dealers offered a Participation or Wind-Down Agreement,
elected not to accept GM's offer.  Accordingly, the Debtors sought
to reject their contracts.  The Debtors explained that after the
closing of the 363 Transaction, the Debtors will no longer
manufacture GM vehicles, nor will they retain any rights to the GM
vehicle brands that were sold to the Purchaser under the MPA.

                       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: Opel Tops GM's Agenda in First Board Meeting
------------------------------------------------------------
General Motors Co.'s 13-member board was scheduled to review bids
for the Opel brand as part of its first meeting beginning
August 3, Bloomberg News reported, citing people familiar with the
planning said.

According to Carla Main at Bloomberg, the two-day gathering in
Detroit, where Ed Whitacre makes his boardroom debut as chairman,
includes a discussion of asset sales, committee assignments and
company goal.  Directors also will receive a product overview at
GM's technical center and test-drive vehicles, the people said.

General Motors' Opel unit may be forced into bankruptcy if the
automaker and the German government fail to agree on a buyer,
Bloomberg earlier reported, citing three people close to the
trust that controls the division.

The German government has preferred Magna International Inc. as a
buyer for Opel as the automotive supplier has promised to keep
jobs.  The trust's five-member board, however, prefers RHJ
International SA as the buyer or pushing Opel into insolvency,
Bloomberg said.  GM negotiators are also fighting Magna's bid
because they're concerned about losing control of some patents,
Bloomberg said, citing one of the people.

The German government is providing EUR1.5 billion (US$2.1 billion)
in short-term loans to Opel for the sale.  A spokesman to Germany
Chancellor Angela Merkel has earlier warned that no deal is
possible without the German government's approval.

The trust was set up as an interim owner of Opel.  It oversees
talks with the suitors approves any business decisions by Opel,
including which bidder will win.

A final decision on the sale is made by General Motors, which is
now controlled by the U.S. Treasury.

According to Bloomberg, GM's board will review bids for Opel
during a meeting starting Aug. 3, people familiar with the
planning have said.  The trust will gather to discuss the bids the
following week, said two of the people.  Approval is also required
by the U.S. Treasury, people familiar with the process have said.

Brussels-based RHJ is bidding for a 51% stake in Opel and
is asking for EUR700 million less than Magna in government aid to
secure Opel's future, while Magna, which is bidding for Opel with
Moscow-based OAO Sberbank, would provide EUR350 million of cash
directly under an improved cash offer for the unit, Bloomberg
notes.

                       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: Appoints Members to Executive Management Committee
------------------------------------------------------------------
General Motors Company announced the formation of the executive
committee that will lead the new GM, as well as a number of
leadership appointments and retirements.

                    New Executive Committee

On July 10, Fritz Henderson, GM president and CEO, announced that
GM would speed day-to-day decision making by replacing two senior
leadership forums, the Automotive Strategy Board and Automotive
Product Board, with a single, smaller executive committee.  Led by
Mr. Henderson, the executive committee membership will include:

       * Bob Lutz, vice chairman, marketing and communications;

       * Tom Stephens, vice chairman, global product
         development;

       * Nick Reilly, executive vice president, GM International
         Operations;

       * Ray Young, executive vice president, chief financial
         officer;

       * Tim Lee, group vice president, global manufacturing and
         labor relations;

       * John Smith, group vice president, corporate planning
         and alliances, and secretary of the executive
         committee;

       * Mark LaNeve, vice president, U.S. sales;

       * Bob Socia, vice president, global purchasing and supply
         chain.

            Leadership Appointments and Retirements

Tim Lee, currently GM North America vice president, manufacturing,
will become a group vice president, responsible for global
manufacturing and labor relations.  Prior to his current
assignment, Lee, 58, was GM Europe vice president of
manufacturing.  He has also served as executive director of
manufacturing engineering, as plant manager at several U.S.
facilities, and in several leadership positions at Isuzu Motors in
Japan.

Gary Cowger, group vice president, global manufacturing and labor
relations, will retire at the end of the year.  Until then, at
Henderson's request, Mr. Cowger will assume responsibility for the
integration of Delphi facilities being acquired by GM and for the
preparation and launch of a new battery assembly facility, details
of which will be announced in the near future.  Mr. Cowger, 62,
joined GM as a co-op student at the Kansas City, Kansas plant, and
served in various manufacturing and leadership roles in the U.S.,
Mexico and Europe, including chairman and managing director of
Adam Opel AG and president and managing director of GM de Mexico.
Prior to his current assignment, Mr. Cowger was president of GM
North America.

Terry Kline, currently process information officer, product
development, will be named vice president, information systems and
services, and chief information officer.  Mr. Kline, 47, joined GM
in 2001 from New Venture Gear, where he was vice president and
chief information officer.  He has also served as executive
director, global product development for information systems and
services, and as interim chief information officer for GM Asia
Pacific.

Ralph Szygenda, group vice president and chief information
officer, will be retiring effective October 1.  Mr. Szygenda, 60,
joined GM in 1996 as vice president and chief information officer
from Bell Atlantic, where he was vice president and chief
information officer.  Prior to that, Mr. Szygenda held a number of
positions at Texas Instruments, including vice president for
information systems and services and chief information officer. He
also served as vice president and general manager of TI's
Enterprise Systems Business Unit.

Troy Clarke, group vice president and president, GM North America,
will retire effective October 1.  Mr. Clarke, 54, joined GM in
1973 as a co-op student at Pontiac Motor Division, and has served
in a number of leadership positions at GM, including group vice
president and president of GM Asia Pacific, group vice president
of manufacturing and labor relations, and president and managing
director of GM de Mexico.  Mr. Henderson will assume
responsibilities for GM's North American operations.

Maureen Kempston Darkes, group vice president, GM Latin
America, Africa and Middle-East, will retire at the end of this
year.  Kempston Darkes, 60, previously served as president and
general manager of GM Canada.  She also held a number of legal and
finance positions in both the U.S. and Canada, including general
counsel and secretary, and vice president for corporate affairs,
both for GM Canada.  Oversight of the countries in GM's LAAM
region will move to the GM International Operations, based in
Shanghai.

Michael Grimaldi, GM Vice President and CEO GM Daewoo, will retire
effective October 1.  Mr. Grimaldi, 57, previously served as
president and general manager of GM Canada, general manager, Field
Sales, Service and Parts - North America VSSM and Vehicle Line
Executive for Full Size Trucks.  He also held a number of finance
and planning positions.  A replacement for Mr. Grimaldi will be
announced by International Operations.

                Sales and Marketing Appointments

In the GM Sales and Marketing organizations, the following
appointments have been announced:

As previously confirmed, Mark LaNeve, has been named vice
president, U.S. sales, reporting to Henderson.

Brent Dewar, 54, currently GME vice president, sales, marketing,
and aftersales, will become vice president, global Chevrolet
brand.  He will be responsible for the Chevrolet brand in North
America and Chevrolet brand coordination on a global basis.

       * Susan Docherty, 46, currently North America vice
         president, Buick-GMC channel, will be named general
         manager, Buick-GMC brands;

       * Bryan Nesbitt, 40, currently North America vice
         president, design, will become general manager,
         Cadillac brand;

       * Jay Spenchian, 50, currently executive director,
         marketing strategy support group, will continue in his
         role;

       * Dewar, Docherty, Nesbitt, and Spenchian will report to
         Lutz, effective August 1;

       * Jim Bunnell, 54, currently executive director, sales
         support group, will be named general manager, sales
         operations;

       * Steve Hill, 49, currently general sales manager,
         premium channel, will be named general manager, retail
         sales support;

       * Kurt McNeil, 45, currently general sales manager,
         Chevrolet sales, will continue in this role;

       * Ed Peper, 47, currently GM North America vice
         president, Chevrolet channel, will be named general
         sales manager, Cadillac sales;

       * Brian Sweeney, 42, currently general sales manager,
         Buick-GMC sales, will continue in his role;

       * Bunnell, Hill, McNeil, Peper, and Sweeney will report
         to LaNeve, effective August 1;

       * Jonathan Browning, 50, currently GM Vice President,
         Global Sales, Service and Marketing, has elected to
         leave the company on October 1 to pursue other
         interests.  He will not be replaced and his staff will
         be merged into the North America and GMIO operations;

"With these announcements, most of the new GM leadership team is
in place," Mr. Henderson said.

"We expect to have the final round of announcements next week.

"I'd like to congratulate the leaders who are assuming new
positions, and personally thank Jonathan Browning, Troy Clarke,
Gary Cowger, Michael Grimaldi, Maureen Kempston Darkes and Ralph
Szygenda for their leadership during an extraordinary period for
GM.  Their years of dedicated work have helped create the
foundation for a new GM, and we wish them the best as they move
into the next chapters of their lives."

                       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: Appointments at Shanghai-Based Operations
---------------------------------------------------------
General Motors Company on July 23 announced a series of key
executive appointments at the new Shanghai-based GM International
Operations (GMIO).  As part of the announcement, GM also
introduced new senior executives at GM Holden in Australia and GM
Daewoo Auto & Technology Co. (GM Daewoo) in Korea.

                              GMIO

A new leaner organization was created to replace the former
General Motors Corporation's regional operating structure.
Together with the managing directors of GMIO countries, the
following individuals will represent the different functional
roles and serve as GMIO vice presidents:

       * Jim Bovenzi -- Global Purchasing and Supply Chain;

       * Jim DeLuca -- Quality;

       * Don Johnson -- Vehicle Sales, Service and Marketing;

        * Diane Jurgens -- Information Systems and Services;

        * Nancy Owens -- Human Resources;

        * Joe Peter -- Chief Financial Officer;

        * Therese Ryan -- General Counsel, followed by Ken Wong
          in June 2010;

        * Dan Sovran -- Alliances and New Business Development;

        * John Stadwick -- Aftersales;

        * Eric Stevens -- Manufacturing;

        * Johan Willems -- Communications;

        * Steve Clarke -- Vehicle Engineering;

        * Lowell Paddock -- Program Management and Planning;

        * Ken Parkinson -- Design.

All of the leadership changes are effective by or before
September 1.

"The appointment of our executive team represents chapter one
for GMIO and a demonstration of our commitment to getting the
organization up and running quickly," said Nick Reilly, GM
executive vice president and president of GMIO.  "All of our new
leaders are seasoned industry veterans with experience around the
globe.

"GMIO's management philosophy will be based on GM's corporate
strategy to win globally and on GM's culture of product and
customer focus, speed, risk-taking and accountability," Mr. Reilly
added.  "Our success will be determined by developing great
products for the customer, leveraging global functions and moving
faster than the competition."

                           GM Daewoo

At GM Daewoo, Mike Arcamone will take over as president and
CEO, replacing Michael Grimaldi, who is retiring, effective
October 1.

Mr. Arcamone joined GM in 1980.  He has held several important
positions in manufacturing and global purchasing in North America
and Europe.  In his current position as vice president of GM
Powertrain Europe, he is responsible for 10 manufacturing plants
and five engineering locations.

                            GM Holden

At GM Holden, Alan Batey will replace Mark Reuss as managing
director of GM Holden, effective September 1.

A 30-year GM veteran, Mr. Batey has held important roles in sales
and marketing and management at GM's Middle East operations, GM's
European operations, and GM Daewoo in Korea.  He has served as
executive director of Sales, Marketing and Aftersales for GM
Holden since 2006.

Mr. Reuss, who joined GM Holden in 2008, will return to the U.S.
to assume a senior leadership role in Global Product Development
with GM.

Ray Bierzynski, who has served since 2007 as vice president,
Engineering, for GM Asia Pacific and executive director, China
Engineering will also return to the U.S. to assume a senior role
in Global Product Development.  Bob Moran, who has served since
2003 as vice president, Manufacturing Operations, for GM Asia
Pacific will retire later this year.

"GM Holden and GM Daewoo will be in good hands with Alan Batey and
Mike Arcamone.  Both bring a wealth of experience to their new
roles," said Reilly.  "They will be in charge of leading two
important members of the GM family as both take on even more
important global roles."  Mr. Reilly added, "Mark Reuss, Ray
Bierzynski, Michael Grimaldi and Bob Moran have distinguished
themselves in their respective positions at a time of great
changes and challenges for the automotive industry and GM itself.
We wish Mark and Ray well in their new positions and Michael and
Bob all the best in retirement."

These managing directors will also play a key role in the GMIO
structure:

       * Jaime Ardilla -- GM Mercosur

       * Wayne Brannon -- Chevrolet-Europe

       * Rick Brown -- GM Japan

       * Jeffrey Cadena -- GM Ecuador

       * Steve Carlisle -- GM South East Asia Operations

       * Rajeev Chaba -- GM Egypt

       * Santiago Chamorro -- GM Columbia

       * Michael J. Devereux -- GM Middle East

       * Steve J. Koch -- GM South Africa

       * Karl Slym -- GM India

       * Kevin Wale -- GM China

       * Ronaldo Znidarsis -- GM Venezuela

                       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: Discloses Five Newest Members to Board
------------------------------------------------------
General Motors Company named the five newest members of its board
of directors.  The GM directors, elected to the GM BOD on July 20,
include:

       * Carol Stephenson, dean of Ivey School of Business at
         University of Western Ontario, and has been a member of
         the GM Canada Advisory Board;

       * Daniel Akerson, managing director, The Carlyle Group;

       * David Bonderman, co-founding partner, TPG

       * Robert Krebs, retired chairman and chief executive
         officer, Burlington Northern Santa Fe;

       * Patricia Russo, former chief executive officer,
         Alcatel-Lucent.

Led by Chairman of the Board Edward E. Whitacre Jr., former
chairman and CEO of AT&T Inc., the 13-member board includes 10
representatives nominated by the United States Treasury, one
representative nominated by the governments of Canada and Ontario
and one representative nominated by the United Auto Workers
Retiree Medical Benefits Trust, and Fritz Henderson, General
Motors Company president and chief executive officer serves as the
thirteenth member.

The retiree benefits trust selected veteran auto industry analyst
Stephen Girsky as its board nominee last month.  Also serving on
the board of directors of General Motors Company are six members
of the former General Motors Corporation board: Erroll Davis, Jr.,
chancellor, University Systems of Georgia; Fritz Henderson,
president and CEO, GM Company; Neville Isdell, retired chairman
and CEO, The Coca-Cola Company; Kent Kresa, chairman emeritus,
Northrop Grumman Corporation; Philip Laskawy, retired chairman and
CEO, Ernst & Young LLP; Kathryn Marinello, chairman and CEO,
Ceridian Corp.

"The members of this new board of directors bring immense
experience and diverse perspectives to the table, and that's
exactly what GM needs," said Mr. Whitacre.  "The collective
expertise of the new BOD is vital at this time as GM seeks to
redefine itself as the vehicle design and customer care leader of
the extremely competitive auto business."

Committee participation by the BOD members will be announced at a
later date.  Additional biographical information on each of the
new board members can be found at the end of this release.

Also announced is the appointment of Anne T. Larin as the
Corporate Secretary for General Motors Company.  Since joining
GM in 1990, Ms. Larin has served in a variety of roles including
lead attorney for SEC reporting and secretary to board audit
committee.  Prior to joining GM, Ms. Larin was an associate at
Munger, Tolles & Olson in Los Angeles and clerked for Judge
Cornelia Kennedy on the U.S. Court of Appeals.  Ms. Larin earned
her J.D. from the University of Michigan Law School.

Biographical summaries the newest GM BOD members Daniel F.
Akerson, 60, has been managing director and co-head of the U.S.
Buyout Fund of The Carlyle Group since 2003.  He previously served
as chairman and chief executive officer of XO Communications from
1999 to 2003.  He served as chairman of Nextel Communications from
1996 to 2001 and chief executive officer from 1996 to 1999.
Mr. Akerson is also a member of the board of American Express
Company.

David Bonderman, 66, is co-founding partner and managing general
partner of TPG, a private investment firm founded in 1992.
Prior to forming TPG, Mr. Bonderman served as chief operating
officer of Robert M. Bass Group and a partner at Arnold & Porter
LLP.  Mr. Bonderman is also chairman of Ryanair Holdings PLC and a
member of the board of CoStar Group, Inc., and Gemalto N.V., among
others.

Stephen J. Girsky, 47, is president of S. J. Girsky & Co., an
independent advisory firm based in New York. Most recently, he was
president of Centerbridge Industrial Partners, LLC, an affiliate
of Centerbridge Partners, L.P., a private investment firm. Prior
to joining Centerbridge, Mr. Girsky was a special advisor to the
CEO and CFO of General Motors Corporation from 2005 to 2006.  Mr.
Girsky has also been an advisor to the UAW. Mr. Girsky also served
as managing director at Morgan Stanley and a senior analyst of the
Morgan Stanley automotive and auto parts research team.  Mr.
Girsky is also a former lead director of the board of Dana Holding
Corporation.

Robert D. Krebs, 67, is a retired chairman and CEO of Burlington
Northern Santa Fe Corporation, where he served as Chairman from
2000 until 2002.  He previously served as chairman and CEO of BNSF
from 1999 until December 2000 and as chairman, president and CEO
from 1997 to May 1999.  Mr. Krebs is also a member of the board of
UAL Corporation.

Patricia F. Russo, 57, is former CEO of Alcatel-Lucent S.A., where
she served from 2006 to 2008.  Prior to the merger of Alcatel and
Lucent in 2006, she served as chairman and CEO of Lucent
Technologies, Inc.  Prior to rejoining Lucent in 2002, Ms. Russo
was president and COO of Eastman Kodak Company.  Ms. Russo is also
a member of the boards of directors of Alcoa Inc., and Schering-
Plough Corporation.

Carol Stephenson, 58, has been Dean of the Richard Ivey School of
Business at The University of Western Ontario since 2003.  She
previously spent many years in the Canadian telecom industry,
serving as president and CEO of Lucent Technologies Canada from
1999 to 2003.  Ms. Stephenson is also a member of the board of
directors of Intact Financial Services Corporation (formerly ING
Canada) and has been a member of the General Motors of Canada
Advisory Board.

                         *     *     *

In a regulatory filing with the Securities and Exchange Commission
on July 23, 2009, General Motors Company relates that each member
of the New GM board who is not an employee of New GM will be paid,
in cash, an annual retainer of $200,000 for service on the board
and, if applicable, one or more of these annual retainers:

  (i) $10,000 for service as chair of any board committee;

(ii) $20,000 for service on the audit committee of the board;
      and

(iii) $150,000 for service as the Chairman of the board.

In addition, until August 1, 2009, the members of the New GM board
may be reimbursed for taxes related to income imputed to them for
the use of company cars provided to non-employee directors.

                       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: Has Plan to Return to Car Leasing Business
----------------------------------------------------------
General Motors Co. and GMAC, Inc., plan to return to the auto-
leasing market on August 1, 2009, the Wall Street Journal
reported, citing people familiar with the matter.  GM's
spokesperson, Pete Ternes, told the Journal that the automaker has
been studying ways to get back into leasing.

Details of GM's leasing plans are still being hammered out but the
Journal said the automaker is looking at various models across its
four-brand lineup as candidates for leasing.

                       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: Publicis Groupe, Omnium Have Little Exposure
------------------------------------------------------------
In June, Publicis Groupe [Euronext Paris: FR0000130577], the
world's fourth largest communications group based in Paris,
France, disclosed in a public statement that it has a maximum
exposure of EUR55,000,000 to the bankruptcy filing of General
Motors Corporation.

An entity controlled by the U.S. Government ("New GM") has
purchased the assets of bankrupt General Motors.

Publicis said that since the filing of the bankruptcy, Old GM has
signed agreements with some of its agencies and assumed and
assigned contracts with other of its agencies to New GM.  As a
result, it has received payment of the bulk of our fee receivables
as of the date of the bankruptcy, and GM has committed to pay its
remaining pre-petition fee receivables over the next few months.

Taking into account the principle of sequential liability and
the commitments it has received from GM, Publicis has re-evaluated
its maximum exposure at EUR 9 million, which will be reflected in
its second quarter numbers when they are released on July 23,
2009.

                          Plastic Omnium

French automotive parts supplier Plastic Omnium says recent
revenues are not adversely impacted by financial conditions of
General Motors Corporation, Chrysler LLC and Saab Automobile,
Forbes notes.

Plastic Omnium posted EUR8 million for the period ending June
2009, compared to EUR2.5 million for the same period for 2008,
attributing to cost cuts, lower capital expenditure and working
capital, Forbes says.  However, Plastic Omnium expects revenues
for the second half of 2009 to be lower than the first half of
2009 in light of the auto industry slowdown, Forbes discloses.
Plastic Omnium further reasons that passenger cars and trucks
dropped globally from 25% to 50% in the first half of 2009 due to
European customers reducing their capital spending and operating
expenses, Forbes adds.

                       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)


GMAC FINANCIAL: Posts $3.9BB Net Loss in Second Quarter 2009
------------------------------------------------------------
GMAC Financial Services reported a second quarter 2009 after-tax
net loss of $3.9 billion, compared to a net loss of $2.5 billion
in the second quarter of 2008.  Results in the quarter were
adversely affected by strategic actions taken by the company which
resulted in several charges in the second quarter, including:

    -- $1.2 billion tax charge related to the incorporation of
       GMAC;

    -- $1.6 billion loss on the disposition of international
       mortgage assets and provision, impairments, and reserves on
       domestic non-Bank mortgage assets;

    -- $607 million goodwill impairment of GMAC's U.S. consumer
       property and casualty insurance business related to a
       strategic review of the operation; and

    -- $105 million of additional provision on resort finance
       assets.

Excluding these charges, GMAC's loss in the second quarter of 2009
was approximately $400 million.

Also affecting results in the quarter was an increased loss
provision at the mortgage operation related to continued credit
deterioration and an original issue discount amortization expense
related to GMAC's fourth quarter 2008 debt exchange.  This was
partially offset by improved results in the automotive finance
business related to a strengthened used vehicle market in North
America.

Losses in the quarter related to the mortgage operation are
consistent with the analysis completed as part of the Supervisory
Capital Assessment Program (S-CAP).

                       Second Quarter Net Income/Loss
                             ($ in millions)

                                          Q209                   Q208
                            Net     Incorpor-          Pre-Tax  Pre-Tax
                          Income/    ation    Other    Income/  Income/
                          (Loss)    Impact    Taxes    (Loss)   (Loss)
                          ------------------------------------  -------
Global Automotive Finance ($727)   ($1,051)  ($22)     $346     ($709)
Insurance                  (515)         1    (40)     (476)      193
Mortgage Operations      (1,836)        71    137    (2,044)   (1,761)
Corporate and Other(1)     (825)      (234)    25      (616)      (32)
                            ---        ---     --       ---        --
Consolidated            ($3,903)   ($1,213)  $100   ($2,790)  ($2,309)
                          =====      =====    ===     =====     =====
    (1) Includes Commercial Finance, equity investments and other
        corporate activities

"GMAC's results in the quarter were dramatically affected by a
series of strategic actions that produced a short-term negative
impact to financial performance but are expected to lead to
longer-term benefits," said GMAC Chief Executive Officer Alvaro G.
de Molina.  "This is about gaining funding and operational
flexibility, expanding on our strengths, and shedding legacy and
non-strategic assets, allowing us to focus on the core automotive
and mortgage origination and servicing businesses."

GMAC Incorporation

In June 2009, GMAC LLC was converted from a partnership into a
Delaware corporation and renamed GMAC Inc.  The conversion enabled
GMAC to create a more flexible capital structure, facilitate
implementation of the registration rights provided to GMAC common
and certain of the preferred shareholders, and eliminate the
requirement of dividend payments to certain equity holders to
cover GMAC's tax obligation.  The $1.2 billion tax adjustment
taken in the second quarter of 2009 restored GMAC's deferred tax
assets and liabilities, which were previously written off in 2006
as part of the sale of a controlling interest in the company.
Prior to the incorporation, GMAC was economically obligated for
its taxes via a dividend payment to its owners related to taxable
income from the investment in GMAC.

Liquidity and Capital

GMAC's consolidated cash and cash equivalents were $18.7 billion
as of June 30, 2009, up from $13.3 billion at March 31, 2009.
Included in the consolidated cash and cash equivalents balance are
$1.2 billion at Residential Capital, LLC (ResCap), $7.2 billion at
Ally Bank (formerly GMAC Bank), and $865 million at the insurance
business.  The change in consolidated cash is primarily related to
the investment by the U.S. Department of the Treasury.

Ally Bank's total assets were $42.5 billion at quarter-end, which
included $11.9 billion of assets at the auto division and
$30.6 billion of assets at the mortgage division.  This compares
to $36.4 billion of assets at March 31, 2009.  Deposits increased
in the second quarter to $25.4 billion as of June 30, 2009, which
included $14.5 billion of retail deposits, $8.7 billion of
brokered deposits, and $2.2 billion of other deposits.  This
compares to $22.5 billion of deposits at March 31, 2009, comprised
of $11.0 billion of retail, $9.5 billion of brokered, and
$2.0 billion of other deposits.

GMAC's total equity at June 30, 2009, was $26.0 billion, up from
$22.0 billion at March 31, 2009.  In May 2009, GMAC received a
$7.5 billion investment from the U.S. Treasury related to both the
agreement to provide automotive financing for Chrysler dealers and
customers and to the S-CAP results.  This investment contributed
to strengthening GMAC's capital position.  GMAC's preliminary
second quarter Tier 1 capital ratio was 13.7%, and the Tier 1
common ratio was 6.1%.

During the second quarter, GMAC issued $4.5 billion of guaranteed
debt as part of the Federal Deposit Insurance Corporation's (FDIC)
Temporary Liquidity Guarantee Program (TLGP).  The offering
further improved the company's liquidity profile.

Global Automotive Finance

GMAC's global automotive finance business reported pre-tax income
of $346 million, compared to a pre-tax loss of $709 million in the
year-ago period.  Results were driven primarily by improvement in
the U.S. used vehicle market, which resulted in increased proceeds
on the sale of off-lease vehicles, favorable provisions on the
retail balloon portfolio, and improved loss severity levels.  On
an after-tax basis, the global automotive finance business
reported a net loss of $727 million in the second quarter of 2009,
compared to a net loss of $717 million in the year-ago period.
The after-tax loss was primarily driven by a tax charge related to
the conversion of GMAC to a corporation.

Total new vehicle consumer financing originations were
$5.6 billion during the second quarter of 2009, down significantly
from $12.5 billion in the second quarter of 2008.  In comparison
to recent quarters, however, origination levels increased in the
second quarter of 2009 from extremely low levels in the first
quarter of 2009 of $3.4 billion and fourth quarter of 2008 of
$2.7 billion.  New vehicle originations are lower mainly related
to a decrease in U.S. vehicle sales, the significant reduction of
leasing and the effects of a weaker economy.

GMAC remains committed to providing appropriate levels of credit
to support the U.S. auto industry and is now providing financing
to Chrysler dealers and consumers.  GMAC has financed
approximately $320 million of new Chrysler consumer originations
through July 20, 2009.  GMAC has also extended approximately
$1 billion in interim wholesale financing to approximately 1,600
U.S. and Canadian dealers.  The formal credit review process of
the interim-financed dealers has begun and is expected to be
completed by mid-November.

GMAC did not experience significant credit losses related to the
GM bankruptcy filing.  General Motors Company, the new post-
bankruptcy entity, holds the equity stake in GMAC and has also
assumed the operating agreements between the companies.

Credit losses increased in the second quarter of 2009 to 2.24% of
managed retail contracts, versus 1.40% in the second quarter of
2008.  The increase is due to higher loss frequency in Europe and
North America driven by economic weakness, the seasoning of the
portfolio and a smaller asset base.  Credit losses have declined,
however, from the first quarter of 2009 level of 2.41%.  Severity
of losses has continued to improve from its peak in the fourth
quarter of 2008.

Delinquencies, defined as contracts more than 30-days past due,
also increased to 3.44% in the second quarter of 2009, compared to
2.39% in the second quarter of 2008.  Delinquency trends have been
negatively affected by higher unemployment and a smaller asset
portfolio in North America and Europe.

Insurance

GMAC's insurance business reported a pre-tax loss of $476 million
in the second quarter of 2009, compared to pre-tax income of
$193 million in the year-ago period.  The results were largely
driven by a $607 million pre-tax goodwill impairment at the U.S.
consumer property and casualty business.

The insurance operation also reported lower written premiums
resulting from the sale of the U.S. reinsurance business in
November 2008 and MEEMIC Insurance Company (MEEMIC) in April 2009
as well as lower volumes in dealership-related products due to
weakness in automotive sales.  These factors were partially offset
by lower losses during the quarter. On an after-tax basis, the
insurance business recorded a net loss of $515 million in the
second quarter of 2009, compared to net income of $135 million in
the second quarter of 2008.

The carrying value of the insurance investment portfolio was
$4.7 billion at June 30, 2009, compared to $7.1 billion at
June 30, 2008, with the decrease being primarily attributable to
the sales of the reinsurance business and MEEMIC.

The U.S. consumer property and casualty insurance business is
under strategic review and GMAC is exploring alternatives for that
unit, including a potential sale.

Mortgage Operations

GMAC's mortgage operations, which include Residential Capital, LLC
(ResCap) and the mortgage activities of Ally Bank and ResMor
Trust, reported a pre-tax loss of $2.0 billion in the second
quarter of 2009, compared to a pre-tax loss of $1.8 billion in the
second quarter of 2008.  Results reflect losses on international
asset dispositions and higher credit related costs due to
continued distress in the mortgage market.  Operating costs
improved from the prior year period.  On an after-tax basis,
GMAC's mortgage operations reported a net loss of $1.8 billion for
the second quarter of 2009, compared to a net loss of $1.9 billion
in the year-ago period.

For the second consecutive quarter, mortgage loan origination
volume in the U.S. market has shown signs of improvement.  U.S.
mortgage loan production in the second quarter of 2009 was
$18.5 billion, compared to $13.2 billion in the first quarter of
2009 and $17.0 billion in the second quarter of 2008.  The
improvement was driven by higher government production and
increased refinancing activity.

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

Corporate and Other

GMAC's corporate and other segment reported a pre-tax loss of
$616 million in the second quarter of 2009, compared to a pre-tax
loss of $32 million in the year-ago period.  The main drivers were
an additional $105 million pre-tax provision on resort finance
assets in the commercial finance business and an increase in
interest expense primarily due to a $344 million original issue
discount amortization expense related to the fourth quarter 2008
bond exchange.  On an after-tax basis, the corporate and other
segment reported a net loss of $825 million in the second quarter
of 2009, compared to a net loss of $10 million in the prior year
period.  The higher after-tax loss was driven by a tax adjustment
related to the conversion of GMAC to a corporation.

Outlook

While difficult economic conditions persist, GMAC is encouraged by
positive trends such as improving origination levels in both the
auto and mortgage segments.  Additionally, GM and Chrysler have
exited bankruptcy, which should lead to a more stable U.S. auto
industry.

GMAC has recently launched an initiative to reduce costs and
optimize its returns.  The initiative targets decreasing expenses
by approximately $1 billion on a run-rate basis by 2010.  The plan
to achieve this target includes streamlining the cost structure
commensurate with business expectations, integrating operations,
and rationalizing non-core and non-strategic activities.  The
profit optimization initiative represents a continuing step in
GMAC's plan to transform the company and return to profitability.

GMAC also continues to execute its five core strategies:

    -- Transition to and meet all bank holding company
       requirements

    -- Strengthen liquidity and capital position by shifting
       largely to a deposit-funded institution

    -- Build a world-class organization

    -- Expand and diversify customer-focused revenue
       opportunities, with available funding driving originations

    -- Drive returns by repositioning risk profile and maximizing
       efficiencies

"The second quarter, like many prior quarters, produced a series
of transformational actions, including creating a more flexible
capital structure by incorporating GMAC, launching Ally Bank,
restructuring the ownership of the company, and expanding our base
of auto financing customers through the Chrysler agreement," said
de Molina.  "Our work is not over, but the foundation is being
laid."

           GMAC Financial Services Preliminary Unaudited
                        Second Quarter 2009
                        Financial Highlights
                          ($ in millions)

                                 2Q        2Q      YTD       YTD
Summary Statement
of Income                Note   2009      2008     2009      2008

Revenue

Consumer                      $1,270    $1,764   $2,599    $3,585
Commercial                       455       611      896     1,259
Loans held-for-sale              148       312      280       672
Operating leases               1,631     2,135    3,356     4,238

Interest and dividends on
investment securities            102       166      198       375
Other interest income             33       393      121       667

Total financing revenue and
other interest income          3,639     5,381    7,450    10,796

Interest Expense
Deposits                         110        80      202       174
Short-term borrowings            168       624      358     1,204
Long-term debt                 1,754     2,174    3,590     4,523
Other                             56        (9)     119       147

Total interest expense         2,088     2,869    4,269     6,048

Depreciation expense
on operating lease assets      1,256     1,401    2,409     2,797

Impairment of investment in
operating leases                   0       716        0       716

Net financing revenue            295       395      772     1,235

Other revenue

Servicing fees                   399       465      807       936

Servicing asset valuation and
hedge activities, net           (240)     (185)    (600)      225

Net loan servicing income        159       280      207     1,161

Insurance premiums and
service revenue earned           818     1,123    1,682     2,232

Loss on mortgage and
Automotive loans, net           (362)   (1,099)     (66)   (1,698)
Gain on extinguishment of debt    14       616      657     1,104

Other gain (loss) on
investments, net                  98       (49)      81      (444)
Other income, net of losses        4        49     (108)      134

Total other revenue              731       920    2,453     2,489
Total net revenue              1,026     1,315    3,225     3,724
Provision for loan losses      1,161       771    2,004     1,244

Noninterest expense

Compensation and benefits
expense                          441       591      860     1,204

Insurance losses and loss
adjustment expenses              481       714    1,034     1,344
Other operating expenses       1,126     1,548    2,308     2,811
Impairment of goodwill           607         0      607         0

Total noninterest expense      2,655     2,853    4,809     5,359
Loss before income
tax expense                   (2,790)   (2,309)  (3,588)   (2,879)
Income tax expense             1,113       173      990       192

Net loss                     ($3,903)  ($2,482) ($4,578)  ($3,071)

                                       June 30, Dec. 31, June 30,
Select Balance Sheet Data                2009     2008      2008

Cash and cash equivalents              $18,655  $15,151   $14,325
   Loans held-for-sale                  11,440    7,919    12,942

Finance receivables and loans,
net                               1
Consumer                                57,983   63,963    76,707
   Commercial                           32,838   36,110    43,183

Investments in operating
leases, net                       2     21,597   26,390    32,810
Total assets                           181,248  189,476   227,692
Total debt                        3    105,175  126,321   173,489

                            About GMAC

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

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

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

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

                         *     *     *

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


GPS INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
GPS Industries, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Middle District of
Florida.

Michael Hinman at Tampa Bay Business Journal relates that GPS
Industries' debts include:

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

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

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

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

GPS Industries reported a $2.8 million net loss in the quarter
ended March 31, 2009.  GPS Industries said in a filing with the
U.S. Securities and Exchange Commission that there was doubt about
its ability to continue as a going concern due to its "history of
losses, limited financial resources and need for additional
working capital to implement the company's business plan."

According to Business Journal GPS Industries said that it needed
additional funding to repay its debt and to market and distribute
its products as well as to pay off existing liabilities.

GPS Industries, Inc., is a golf course global positioning system
manufacturer in Sarasota, Florida.


GRAPHICS PROPERTIES: Plan Filing Period Extended to September 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended Graphics Properties Holdings, Inc., f/k/a Silicon
Graphics, Inc., and certain of its subsidiaries' exclusive period
to file a plan until September 14, 2009, and their exclusive
period to solicit acceptances thereof until November 13, 2009.

Graphics Properties had told the Court that the sale of
substantially all of their assets to an affiliate of Rackable
Systems, Inc., required their significant time and resources,
leaving them little time to negotiate a plan and prepare adequate
information.  The sale transaction closed on May 8, 2009.

Additionally, the Debtors said need additional time to quantify
their exposure to administrative, priority, secured, and unsecured
claims, as well as to produce financial projections and a
liquidation analysis.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  The Court confirmed the
Debtors' Plan of Reorganization on September 19, 2006.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  At
December 26, 2008, the Debtors had $390,462,000 in total assets
and $526,548,000 in total debts.


HAYES LEMMERZ: Panel Obtains TRO on Brazil Unit Restructuring
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware granted the request for a temporary
restraining order by the Official Committee of Unsecured Creditors
of Hayes Lemmerz International Inc.  The Creditors Committee asked
the Court to block a tax restructuring of a non-bankrupt Brazil-
based Hayes subsidiary, which the creditors say could impede its
ability to collect from the estate, according to Law360.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.

As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HAYES LEMMERZ: Retiree Committee Can Employ Stahl Cowen as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of retirees of Hayes Lemmerz International,
Inc., et al., permission to employ Stahl Cowen Crowley Addis LLC
as its counsel, nunc pro tunc to July 10, 2009.

SCCA has agreed to:

  a) counsel the Retiree Committee with respect to the
     administration of the bankruptcy estate and advise the
     Retiree Committee members with respect to their fiduciary
     duties, communications with the retiree constituency and the
     like;

  b) investigate the acts, conduct, assets, liabilities and
     financial condition of the Debtors and the Debtors' non-
     debtor affiliates, the operation of the Debtor's business,
     conduct a review all relevant welfare plans, as well as a
     review and interpretation of other affected parties
     relating to equitable considerations, and any other matters
     relevant to the protection of the Retiree committee, the
     case in general or the formulation of a plan of
     reorganization or liquidation and

  c) analyze any proposals made by the Debtors to determine the
     necessity and/or extent of reduction of retiree benefits
     proposed and develop counteroffers to such proposals.

SCCA's hourly rates are:

     Partners                        $310-$490
     Associates                      $225-$335
     Legal Assistants/Paralegals     $100-$175

Jon D. Cohen, Esq., a equity member at SCCA, assured the Court
that the firm represents no interest adverse to the Debtors'
estates and that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.

As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HAYES LEMMERZ: Retiree Panel Can Employ DSI as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of retirees of Hayes Lemmerz International,
Inc., et al., permission to employ Development Specialists, Inc.
as its financial advisors, nunc pro tunc to July 15, 2009.

As financial advisor to the Retiree Committee, DSI will provide
these services:

  a) Independent analysis of the financial condition and relating
     to the structure of the Debtors, assisting in the review and
     analysis of any information produced by Debtors and/or third
     parties relating to the financial condition, business plans
     and/or future condition of the Debtors;

  b) Financial advice and/or expert testimony to assist in
     negotiations and/or litigation with respect to Retiree
     benefits as well as assistance in requesting and obtaining
     relevant information from the Debtors; and

  c) Exploration of different potential outcomes with respect to
     the Debtors to assist in making strategic decisions,
     including but not limited to competitive information,
     industry information, and any governmental assistance that
     could impact the Debtors.

DSI's hourly rates for its professionals are:

     Senior Consultants         $425-$595
     Consultants                $260-$420
     Junior Consultants         $120-$255

R. Brian Calvert, a vice president and senior consultant of DSI,
assured the Court that the firm does not hold or represent any
interest that is adverse to the Debtors, their creditors or the
retirees, the U.S. Trustee or any party-in-interest in relation to
the matters upon which it is to be retained, and that the firm is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.

As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HAYES LEMMERZ: Retirees Tap Schnader as Delaware Co-Counsel
-----------------------------------------------------------
The official committee of retirees of Hayes Lemmerz International,
Inc., et al., asks the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Schnader Harrison Segal & Lewis
LLP as Delaware co-counsel, nunc pro tunc to July 16, 2009.

As Delaware co-counsel to the Retiree Committee, Schnader Harrison
will:

  a) advise the Retiree Committee with respect to its rights,
     duties, and powers in these cases;

  b) assist and advise the Retiree Committee in its consultations
     with the Debtors relative to the administration of these
     cases; and

  c) assist the Retiree Committee in its analysis of, and
     negotiations with, the Debtors or their creditors concerning
     matters related to, among other things, the terms of a plan
     or plans of reorganization for the Debtors.

Richard Barkasy, Esq., a partner at Schnader Harrison, assures the
Court that the firm does not represent any interests adverse to
the Debtors' estates and that the firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Schnader Harrison's current hourly rates are:

     Partners             $340-$520
     Associates           $185-$240

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.

As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


ICON REALTY: Can Hire Backenroth Frankel as Counsel
---------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized Icon Realty Corp. to
employ Backenroth Frankel & Krinsky LLP as its counsel.

The firm is expected to:

   i) provide the Debtor with legal counsel with respect to its
      powers and duties as a debtor-in possession in the continued
      operation of its business and management of its property
      during the Chapter 11 case;

  ii) prepare on behalf of the Debtor all necessary applications,
      answers, orders, reports, and other legal documents which
      may be required in connection with the Chapter 11 case;

iii) provide the Debtor with legal services with respect to
      formulating and negotiating a plan of reorganization with
      creditors; and

  iv) perform such other legal services for the Debtor as may be
      required during the course of the Chapter 11 case.

The firm's professionals and their standard hourly rates are:

      Professional                Hourly Rate
      ------------                -----------
      Abraham Backenroth, Esq.       $495
      Mark Frankel, Esq.             $435
      Scott Krinsky, Esq.            $395
      Paralegal                      $125

The Debtor assured the Court that the firm has no interest adverse
to its estate and creditors and is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

Brooklyn, New York-based Icon Realty Corp. filed for Chapter 11 on
July 15, 2009 (Bank. S.D.N.Y. Case No. 09-14485).  Mark A.
Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents
the Debtor in its restructuring efforts.  In its petition, the
Debtor listed total assets of $13,500,000 and total debts of
$8,029,663.


INSIGNIA VESSEL: Moody's Cuts Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded Insignia Vessel Acquisition,
LLC's Corporate Family rating to B3.  Moody's also upgraded the
first lien revolver and first lien term loan to Ba3 and confirmed
the Caa1 rating of the second lien term loan. Insignia, Regatta
Acquisition, LLC, and Nautica Acquisition, LLC, are the joint and
several borrowers under the first and second lien facilities that
each own one cruise vessel.  All three entities are wholly owned
subsidiaries of Oceania Cruises, Inc.  Oceania is owned by
Prestige Cruise Holdings, Inc. which is indirectly owned by
affiliates of Apollo Management L.P.  This completes the review of
Insignia's ratings that commenced on March 25, 2009.

The downgrade of Insignia's CFR reflects the severity of the
recession's impact on the company's credit metrics, reliance on
funding from Sponsors to support its ship building program and
liquidity position, and concern about absorption of new ships on
order for delivery.  A decline in cruise pricing and occupancy is
expected to cause Oceania's reported debt to EBITDA and EBITDA to
interest in 2009 to deteriorate to materially over the next twelve
months.  Although modest earnings growth is expected in 2010, full
recovery is not likely until 2011.  Additionally, credit metrics
will remain under pressure through 2012 as pre-marketing expenses
for new ships rise and debt increases to fund ship deliveries.

The upgrade of the first lien revolver and term loan reflects an
increase in subordinated debt at the ultimate parent level -- a
portion of which has already been down streamed as equity to
Oceania.  The remainder will be funded by the Sponsors to support
progress payments for ships under construction.  Pursuant to
Moody's Loss Given Default methodology, the amount of junior debt
within the corporate structure relative to senior debt provides
greater loss absorption to the first lien debt instruments in an
event of default.

Oceania's liquidity profile is adequate.  Oceania is expected to
generate sufficient EBITDA to cover interest and maintenance
capital spending.  However, the company is reliant upon support
from the Sponsors to fund progress payments for ships under
construction and to provide an equity cure of a likely near term
default of its senior leverage covenant.  Alternatively, Oceania
could draw on existing cash balances to repay the drawn revolving
credit facility.  The senior leverage covenant is not operative if
the revolver is undrawn.

The stable rating outlook reflects Moody's expectation that the
Sponsors will continue to support the company's liquidity and ship
building program.  The stable outlook also considers Moody's view
that credit metrics will improve modestly over the next 12-18
months as pricing and occupancy rebound.

Ratings downgraded and assessments updated:

* Corporate Family rating to B3 from B2
* Probability of Default rating to B3 from B2

Rating confirmed and assessments updated:

* Second lien term loan at Caa1, LGD 4, 60% from Caa1, LGD 6, 90%

Ratings upgraded and assessments updated:

* First Lien revolver to Ba3, LGD 2, 23% from B1, LGD 3, 39%
* First lien term loan at Ba3, LGD 2, 23% from B1, LGD 3, 39%

Moody's last rating action occurred on March 25, 2009 when Moody's
placed Insignia Vessel Acquisition, LLC's ratings on review for
possible downgrade.

Insignia Vessel Acquisition, LLC, is one of three operating
subsidiaries constituting Oceania Cruises, Inc., a small three-
ship passenger cruise company.  Oceania targets the upper premium
segment of the cruise industry with destination-oriented cruises.
Oceania was formed in 2002 and began operating in 2003.  Apollo
Management L.P. owns a large ownership interest in Oceania's
ultimate parent, Prestige Cruise Holdings, Inc.  PCI also owns and
operates Classic Cruise Holdings d/b/a Regent Seven Seas Cruises.


INTERTAPE POLYMER: Posts $1.2 Million Net Loss for Q2 2009
----------------------------------------------------------
Intertape Polymer Group Inc. released results for the three months
and six months ended June 30, 2009.  Net loss for the second
quarter of 2009 was $1.2 million or $0.02 per share, both basic
and diluted, compared to net earnings of $4.6 million or $0.08 per
share both basic and diluted for the same period last year. Both
of the Company's Divisions experienced declines, however, the
Engineered Coated Products Division was harder hit as demand in
its largest market, the North American residential housing market,
continued to be soft.  Net loss for the first six months of 2009
totaled $7.8 million ($0.13 per share, basic and diluted) compared
to net earnings of $2.8 million ($0.05 per share, basic and
diluted) for the same period in 2008.

At June 30, 2009, the Company had $557.8 million in total assets
and $325.0 million in total liabilities.

Second quarter sales were down 23.1% to $151.9 million, compared
to sales of $197.5 million in the second quarter of 2008,
reflecting a 20.3% decrease in sales for the Tapes & Films
Division and a 34.6% reduction for the ECP Division.  Sales for
the first six months of 2009 were $291.0 million compared to
$382.0 million for the same period in 2008, a decrease of 23.8%.

The Company generated cash flows from operating activities in the
second quarter of 2009 of $8.8 million compared to $2.3 million in
the second quarter of 2008.  The higher level of cash generation
in 2009 was due to lower raw material inventory costs and an
increased focus on cash management.  For the first six months of
2009, the Company generated cash flows from operating activities
of $20.7 million compared to cash usage of $600,000 for the same
period of 2008.

Over the quarter, the Company reduced its outstanding debt by
$3.6 million, for a total debt reduction of $19.1 million over the
first six months of 2009.  The ABL has one financial covenant, a
fixed charge ratio, the target for which is 1.0 to 1.0. The
financial covenant becomes effective only when unused availability
drops below $25.0 million.  While the Company did not meet the
ratio as at June 30, 2009, this covenant was not in effect as
unused availability was in excess of $25.0 million and measured at
$42.4 million.  To date in the third quarter of 2009, the Company
has maintained availability in excess of $25.0 million.  It is the
Company's intention to remain above the $25.0 million threshold of
unused availability during the remainder of 2009.

"While Intertape sales continue to be affected by the global
economic situation, various initiatives undertaken by the Company
over the last two quarters, including cost reduction measures,
opening of new market channels and new product commercializations,
have enabled the Company to somewhat mitigate the impact of
external factors.  The industry challenges we have faced persist
and we must continue to deal proactively with this reality,"
stated Intertape Chairman, Eric E. Baker.

"Sales are down due to the weak economy; however, our new products
are beginning to attract attention in the market. Our focus
continues to be on the things we can control, in particular cash
management, which is of utmost importance in this difficult
economy," concluded Intertape Executive Director, Melbourne F.
Yull.

A full-text copy of the Company's Management's Discussion and
Analysis filed with the U.S. Securities and Exchange Commission is
available at no charge at http://ResearchArchives.com/t/s?40aa

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                           *    *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where S&P placed them on March 23, 2009.  The outlook is negative.
As of December 31, 2008, the company had about $270 million in
adjusted debt (adjusted for capitalized operating leases and tax-
adjusted unfunded employee benefit obligations).


JEFFERSON COUNTY: Alabama Lawmakers Discuss Occupational Tax
------------------------------------------------------------
According to Carla Main at Bloomberg News, Alabama lawmakers were
scheduled to meet August 4 to resume work on a bill to restore
Jefferson County's occupational tax.

Governor Bob Riley, a Republican, said he will call a special
session of the Legislature to vote on a new occupational
tax only if lawmakers agree to a bill beforehand, Bloomberg
reported.

After state lawmakers failed to agree on a new occupational tax in
May, Jefferson County put more than 900 employees, or about 30% of
its workforce, on unpaid leave, in order to cut costs.
As a result, according to County Commission President Bettye Fine
Collins, the county's 640,000 residents are enduring long lines
and delays in county services as a result of the cuts.

Bloomberg relates that the county's occupational tax problems have
superseded a sewer debt crisis that began last year when interest
rates on $3 billion of sewer debt soared as high as 10% amid Wall
Street's credit crunch. Banks, including JPMorgan Chase & Co. and
Bank of America Corp., have granted the county forbearance
agreements on its sewer debt.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

As reported by the TCR on July 24, 2009, Moody's Investors Service
has affirmed the Caa3 rating and negative outlook on Jefferson
County's (Alabama) outstanding $3.2 billion sewer revenue bonds.
Moody's underlying Caa3 rating reflects the likelihood of eventual
repayment by the county of principal, irrespective of outside
enhancement through bond insurance.  It does not reflect the
claims paying ability of Syncora, which is rated Ca and failed to
fulfill its obligation to make a July 1 Bank Bond principal
payment


KEANE INTERNATIONAL: S&P Gives Stable Outlook; Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Boston-based Keane International Inc. to stable from negative.
S&P affirmed all ratings on the company, including the 'B'
corporate credit rating.  Debt outstanding at March 31, 2009,
totaled about $589 million.

"The outlook revision reflects S&P's view that Keane's operations
have stabilized over the past six months," said Standard & Poor's
credit analyst Susan Madison, "and that there are no near-term
liquidity issues, given the company's sizable cash balance and
solid covenant headroom."  With annual revenues of about
$890 million for the 12 months ended March 31, 2009, Keane is a
second-tier provider of IT and business process outsourcing
services.


L-3 COMMUNICATIONS: Fitch Affirms Issuer Default Rating at 'BB+'
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for L-3
Communications, along with these:

L-3 Communications Holdings, Inc.

  -- IDR at 'BB+';
  -- Contingent convertible at 'BB+'.

L-3 Communications Corporation

  -- IDR at 'BB+';
  -- Revolving credit facility at 'BBB-';
  -- Term-loan facility at 'BBB-';
  -- Senior subordinated debt at 'BB+'.

Approximately $4.6 billion of debt outstanding is affected by the
action.

The Rating Outlook is revised to Positive, which reflects L-3's
strong credit metrics for the current rating and Fitch's
expectation of continued solid organic sales growth, steady
operating margins, and substantial free cash flow.  Furthermore,
the Outlook considers the company's improved leverage and
potential for additional deleveraging depending on how the company
handles debt maturities and cash deployment within the next
several quarters.  Small to medium-sized acquisitions and
meaningful cash deployment toward shareholders are also
incorporated into Fitch's expectations.

The affirmed ratings are supported by L-3's strong credit and
operating profile as well as consistent cash flow generation,
which support the company's debt servicing requirements.  Other
positive factors include high levels of defense spending; L-3's
diverse portfolio of products and services that are in line with
the Department of Defense requirements; and a balanced contract
mix, including generation of more than 50% of revenues from the
Operations & Maintenance account in the DoD budget. Concerns
relate to the potential for larger debt-financed acquisitions, a
shareholder-focused cash deployment strategy, some uncertainty
regarding core defense spending trends beyond fiscal year 2010,
and the longer-term outlook for supplemental DoD budgets related
to operations in Iraq and Afghanistan.

Fitch could consider an upgrade of L-3's ratings if the credit
profile continues strengthening as a result of limiting cash
deployment to amounts equal to or less than the amounts generated
by the company's annual free cash flow.  Significant improvements
to the credit profile are possible if L-3 decides not to refinance
maturing debt and instead elects to use cash to repay all or a
significant portion of the $650 million term loan which is due in
March 2010.  Historically, the company has directed cash to
acquisitions, share repurchases and dividends.  In Fitch's view,
acquisitions are the main risk to an improving credit profile, but
Fitch notes that L-3's acquisition strategy appears to have
moderated in the past several years.

As of June 26, 2009, L-3 had a liquidity position of approximately
$1.9 billion, consisting of $897 million of cash and $964 million
of revolving credit facility availability.  Fitch estimates cash
balances will grow in the second half, in line with L-3's typical
cash generation profile.  The company's $1 billion revolver
expires in March 2010.  Fitch expects that L-3 will be able to
renew this facility, but the size and term will likely be reduced,
which is consistent with the current trends in the bank market.
Even with a $650 million term loan due in March 2010, L-3 appears
to have ample liquidity for debt reduction, share repurchases,
dividends, and modest acquisitions.

Debt has been relatively stable at approximately $4.6 billion over
the last few years and, with growing profits, leverage has been
modestly improving.  Leverage, defined as debt-to-EBITDA, was 2.2
times (x) for the 12 months ending June 26, 2009, down slightly
from 2.4x for the same period in the prior year.  Fitch's
calculation of operating EBITDA is not equivalent to the
calculation required by the company's credit agreement.

L-3's acquisition spending has decreased in the past couple of
years.  Historically, acquiring businesses and successfully
integrating them while improving profitability was a key component
of the company's growth strategy.  However, L-3 made only four
acquisitions worth a total of $207 million in 2007 and four for
$256 million in 2008.  One transaction was done in early 2009 for
approximately $80 million.  Fitch expects acquisition spending
will continue to be a focus of the company's cash deployment
strategy, but small and mid-size targets are likely to be L-3's
objective.  In Fitch's opinion, the likelihood of a large, debt-
funded transaction has decreased, but L-3 retains the financial
flexibility to execute a large transaction if one becomes
available, and Fitch believes L-3's management remains open to the
possibility of a large purchase if the valuation is attractive.

Outside of acquisitions, L-3's cash deployment strategy is
shareholder focused.  The company repurchased $794 million of
common shares in 2008 and $301 million in the first half of 2009.
The company has stated that it plans to repurchase $450 million in
2009, but Fitch expects this amount could rise depending on debt
refinancing decisions and acquisition spending.  L-3 has also
consistently increased its dividend.  The dividend was raised by
50% in 2006, 33% in 2007, 20% in 2008 and in February 2009, it was
again raised by 17% which should result in payments of about
$165 million annually.  Fitch expects that L-3 will continue to
make contributions to its pension plans, although at lower levels
than the past few years.  At the end of 2008, the company's
pension plan was $658 million underfunded (or 62% funded).  Like
other defense contractors, L-3 can factor in certain pension costs
as an allowable expense in some government contracts although
there can be timing issues for cash flows.  Also, like most
defense contractors L-3 is exempt from the Pension Protection Act
funding requirements until the PPA is harmonized with government
cost accounting standards.  As a result, its 38% underfunded
status is not a significant concern for the rating.

Fitch believes that changes in the fiscal year 2010 DoD budget
should not have a significant impact on L-3.  There will be some
program cuts that will negatively impact the company in the
future, such as the size of the Joint Cargo Aircraft program.
However, increases in some programs for intelligence, surveillance
and reconnaissance should positively impact the company.

Fitch believes that fiscal year 2010 (FY2010) is probably the peak
in core U.S. defense budgets, and there are several risks to
monitor in FY2011 and beyond.  These include the Obama
Administration's first full budget in fiscal year 2011, the
Quadrennial Defense Review, and the large projected federal budget
deficits in FY2009-FY2011.  In addition to spending levels, some
other changes proposed by the new administration could have a
detrimental impact on L-3 and other defense contractors, including
acquisition reform and the 'insourcing' of services previously
contracted out by the DoD.

The loss of revenues that could result from lower supplemental
budgets after an end to the conflicts in Iraq and Afghanistan is
also a concern, but the impact would not likely be immediate as
Fitch expects that operations would likely wind down over time and
some of L-3's products would benefit from the rebuild and
equipment resetting that would continue for some time after the
conflicts are over.


LAKE CUMBERLAND: Section 341(a) Meeting Scheduled for August 26
---------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Lake Cumberland Marine, LLC's Chapter 11 case on August 26,
2009, at 2:30 p.m.  The meeting will be held at the US Bankruptcy
Court, 300 S Main St. 2nd Floor, London, Kentucky.

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.

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


LANDSOURCE COMMUNITIES: Emerges From Ch. 11 as Newhall Land
-----------------------------------------------------------
LandSource Communities Development LLC has emerged from Chapter 11
reorganization as Newhall Land Development LLC.  The new company
is financially strong with more than $90 million of cash and no
debt on its beginning balance sheet.  Newhall Land will have the
additional resources and financial flexibility necessary to focus
on planning and developing the remainder of the existing community
of Valencia and the future Newhall Ranch.  The Company consists
primarily of the Newhall Land and Farming Company in Los Angeles
County, the Newhall Orchard, Valencia Water Company, and the TPC
Valencia Golf Club.

Newhall Land is backed by strong ownership that consists of a
group of investment funds led by Anchorage Advisors LLC, Third
Avenue Management LLC, funds affiliated with Och-Ziff Capital
Management Group, LLC, funds affiliated with Marathon Asset
Management, LP, and TPG Credit Management, L.P., along with Lennar
Corp.

Newhall Land will be managed by Emile Haddad, the CEO of Five
Point Communities Management, Inc., a newly formed management
company jointly owned by Mr. Haddad and Lennar.  Mr. Haddad
resigned as Lennar's Chief Investment Officer to assume his new
duties at Five Point and will be joined by more than 20 former
Lennar executives.  Five Point will augment Newhall's existing
strong management team, which has more than 150 years of combined
real estate and land development experience.

"I know that all of the new equity owners of Newhall share our
excitement about this investment opportunity," said Michael Winer
of Third Avenue Management LLC.  "We look forward to partnering
with Five Point and Newhall Management as they embark on
developing Newhall Ranch."

Mr. Haddad said, "Today marks an important day in Newhall Land's
future.  We are extremely pleased that we were able to complete
our reorganization with the full support of our creditors and
emerge as a stronger company.  Newhall now has an unleveraged
balance sheet, sufficient cash to fund operations going forward
and is well positioned to navigate this unprecedented market.

"Newhall Land is proud of its 100-year tradition of land
stewardship and its community of Valencia, a world-class master
plan development with more than 20,000 homes built and 60,000
current jobs," Mr. Haddad added.  "Tomorrow we will roll up our
sleeves and focus full attention on bringing final neighborhoods
and 40,000 additional new jobs to Valencia and perfecting Newhall
Ranch entitlements.  Newhall Ranch, when completed, will be a
hallmark for planned communities providing North Los Angeles
County with an additional 20,000 homes and almost 20,000 jobs.
Together Valencia and Newhall Ranch will have an employment base
of approximately 120,000 permanent jobs."

               About Newhall Land Development LLC

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

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the TCR on May 22, 2008, LandSource sought help from
its lender consortium to restructure $1.24 billion of its debt.
LandSource engaged a 100-bank lender group led by Barclays Capital
Inc., which syndicates LandSource's debt.  LandSource had received
a default notice on that debt from the lender group after it was
not able to timely meet its payments during mid-April.  However,
LandSource failed to reach an agreement with its lenders on a plan
to modify and restructure its debt, forcing it to seek protection
from creditors.

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


LEHMAN BROTHERS: Federal Home Loan Sues to Recover $41.5 Million
----------------------------------------------------------------
Federal Home Loan Bank of Pittsburgh sued Lehman Brothers
Holdings, Inc., Lehman Brothers Commercial Corporation, Woodlands
Commercial Bank and Aurora Bank FSB, to recover over
$41.5 million in collateral for derivative transactions.

The $41.5 million, which was deposited with Debtor Lehman
Brothers Special Financing Inc., serves as collateral for
derivative transactions between FHLB and LBSF.  Under the deal,
LBSF was required to hold the collateral in a segregated account
and was prohibited from pledging, hypothecating, or using the
collateral.  Starting 1997 and continuing through 2008, Lehman
Brothers used the money as collateral in a series of derivative
transactions and the money was supposed to be segregated from
other Lehman funds.

"Rather than fulfilling its contractual obligations to FHLB, LBSF
kept FHLB's collateral in a non-segregated operating account,"
FHLB complained in its July 29, 2009 complaint filed in the U.S.
Bankruptcy Court for the Southern District of New York.  FHLB
also alleged that LBSF transferred the collateral to accounts of
each of the defendants after FHLB deposited the collateral.

FHLB accused LBSF of using the collateral money for general
operating expenditures by transferring the collateral to bank
accounts belonging to Lehman and its affiliates.

"Because the defendants had no right to receive or hold FHLB's
collateral and were unjustly enriched by the same, this Court
should, among other requested relief, construe a trust against
the defendants in favor of FHLB," the complaint said.

FHLB, according to The Pittsburg Business Times, lost
$23.6 million during the first quarter of 2009, a 141% drop from
the comparable three months in 2008.  FHLB attributed the decrease
to $30.5 million of other-than-temporary impairment credit loss
charges taken on its held-to-maturity investment portfolios, as
well as the establishment of a $35.3 million reserve related to
the LBSF receivable associated with the LBHI bankruptcy, the
report said.

FHLB provides low-cost funding and opportunities for affordable
housing and community development to 327 member financial
institutions in Delaware, Pennsylvania and West Virginia.  It is
one of 12 federal home loan banks.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

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

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

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

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

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: First Bank Wants to Investigate LBHI & LBSF
------------------------------------------------------------
First Bank Puerto Rico seeks authority from the Court to
investigate Lehman Brothers Holdings Inc. and Lehman Brothers
Special Financing Inc. regarding the location of debt securities
that First Bank delivered to LBSF.

The securities in the sum of $62,518,197 were delivered by First
Bank to an account designated by LBSF as collateral for the
bank's obligations under their ISDA master agreement.  Following
the termination of the agreement on September 29, 2008, First
Bank demanded LBSF to make payments and return the securities,
however, LBSF allegedly refused to confirm that it is holding the
securities or they might have been transferred.

As part of the investigation, First Bank asks LBSF to produce a
set of documents and designate a person to be questioned
concerning the location of the securities.

The hearing to consider approval of the proposed investigation is
scheduled for August 26, 2009.  Creditors and other concerned
parties have until August 21, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

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

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

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

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

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Hires CB Richard as Real Estate Broker
-------------------------------------------------------
Lehman Brothers Holdings Inc. seeks the Court's authority to
employ CB Richard Ellis Inc. as its real estate broker effective
July 15, 2009.

LBHI tapped the services of CB Richard in connection with its
acquisition, whether by lease, sublease, assignment, purchase or
otherwise, of approximately 150,000 square feet of leased office
space in New York City.

As real estate broker, CB Richard is tasked to coordinate field
brokerage activities using standardized format and methodology
approved by LBHI; manage transaction process; provide periodic
status or activity reports; assist LBHI with lease negotiations,
among other things.

Pursuant to its engagement agreement with LBHI, CB Richard will
be paid of its services on a percentage fee basis.  Specifically,
the firm will be paid an amount calculated by adding the sum of:

  * 5% of base rent on the first year of the lease or any
    fraction thereof;

  * 4% of base rent on the second year or any fraction thereof;

  * 3.5% of base rent on the third year up to and including the
    fifth year; and

  * 2.5% of base rent on the sixth year and thereafter.

LBHI and CB Richard agreed that the obligation to pay the firm of
those commissions will initially be the responsibility of the
landlord in a leasing transaction or another third party.  A
full-text copy of the engagement agreement is available for free
at http://bankrupt.com/misc/LehmanAgreementCBRichard.pdf

LBHI also asks the Court to exempt CB Richard from filing interim
fee applications and allow it to pay CB Richard for its services
pursuant to these procedures:

  (1) LBHI will request the Court's allowance of CB Richard's
      commission either as part of a motion requesting approval
      of an acquisition, or if court approval is not required,
      by filing a notice after consummation of the acquisition
      stating the commission to be paid to the firm and serving
      the notice on all concerned parties;

  (2) Each notice will state the amount of the commission; a
      brief explanation of the method by which the amount of the
      commission was determined; the identity of the party
      responsible for paying the commission; and where more than
      one party is responsible for payment of the commission, a
      breakdown of the amount that each party is responsible
      for;

  (3) Parties have 10 days after the filing of the notice to
      file an objection to the commission and serve the
      objection on LBHI and CB Richard.  It should state the
      amount of the commission and the reasons for the
      objection;

  (4) If no party timely files and serves an objection, LBHI can
      pay the commission without further notice or authorization
      from the Court; and

  (5) If an objection is filed, LBHI is authorized to pay,
      without further notice or authorization from the Court,
      the portion of the commission which is not subject to the
      objection or which LBHI, CB Richard and the objecting
      party have agreed to be paid.  If the objection is not
      resolved, LBHI or CB Richard may schedule a hearing for
      the Court to determine the objection.

In an affidavit, Mitchell Rudin, president and chief executive of
the New York Tri-State Region of CB Richard, assures the Court
that his firm does not have an interest materially adverse to
LBHI and its estate, and that the firm is a "disinterested
person" under section 101(14) of the Bankruptcy Code.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

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

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

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

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

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Intends to Investigate Consolidated Container
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
permission from the Court to investigate Consolidated Container
Company LLC in connection with the termination of its swap
transactions with Debtor Lehman Brothers Special Financing Inc.

Container Company and LBSF entered into the transactions under an
ISDA Master Agreement dated April 26, 2007, which were terminated
by Consolidated in late 2008 following LBSF's bankruptcy filing.

In court papers, the Debtors questioned the amount which
Consolidated Company said is payable to LBSF as part of the
termination of the transactions.  In a letter dated December 23,
2008, Consolidated Company informed LBSF that it is owed about
$2.5 million.

The Debtors' counsel, Richard Slack, Esq., at Weil Gotshal &
Manges LLP, in New York, complains that Consolidated Company's
own valuation "did not represent the market value of the
terminated transactions but rather the amount that [it] was
scheduled to pay to LBSF on or prior to the termination."

Mr. Slack further complains that Consolidated Company did not
provide details on how it determined the amount as well as the
documents requested by LBSF, leaving the Debtors in doubt if
Consolidated Company's valuation was proper or not.

"As an estate in bankruptcy, LBSF has an obligation to its
creditors to make sure that derivative counterparties properly
value swap agreements.  The information sought from Consolidated
is designed to help LBSF meet that duty," Mr. Slack tells the
Court.

As part of the investigation, the Debtors demand Consolidated
Company to produce a set of documents regarding the valuation by
August 25, 2009, and designate a person to be questioned under
oath on September 11, 2009, at Weil Gotshal's office in New York.

                   Consolidated Company Objects

Consolidated Company says it does not object to the approval of
the proposed investigation so long as the proposed order complies
with Rule 2004(c) of the Bankruptcy Rules and requires the
Debtors to proceed in accordance with Rule 9016, to allow the
company to invoke the protections of Rule 45 of the Federal Rules
of Civil Procedure.

"The provisions of the proposed Order purport to compel
[Consolidated] to comply on the terms set forth therein.
However, because [Consolidated] is not a party to this
proceeding, the Debtor is required to comply with Rule 2004(c),"
says Martin Bunin, Esq., at Alston & Bird LLP.

Rule 2004(c) protects third parties and provides that "the
attendance of an entity for examination and for the production of
documents...may be compelled as provided in Rule 9016."  Rule
9016 in turn incorporates Rule 45 and the attendant protections
for third parties contained in Rule 45.

The hearing to consider approval of the proposed investigation is
scheduled for August 5, 2009.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

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

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

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

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

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Presents Settlement With Orange Beach Member
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask the
Court to approve a settlement agreement with Orange Beach Member
LLC.

The Debtors entered into the agreement to resolve the terms of
the mezzanine loan in the sum of $10.3 million that they provided
to Orange Beach and its unit, CRIII LLC, to finance the purchase
of 20 individual parcels of land and the construction of a
residential condominium in Orange Beach, Alabama.  Orange Beach
and CRIII allegedly failed to pay off the loan.

The mezzanine loan remains in default and, LBHI estimates that
the land owned by CRIII is worth no more than $21.8 million,
which is far less than the $35 million senior loan held by Bank
of America to which the mezzanine loan is subordinate.  Orange
Beach availed of the senior loan to finance the construction in a
separate agreement with LaSalle Bank National Association.  In
contrast with the senior loan, the mezzanine loan is not secured
by a general guaranty of payment.

Under the settlement agreement, the Debtors and Orange Beach
agree that:

  (1) the land will be sold for $32.5 million upon the terms and
      conditions of a purchase agreement between CRIII and a
      third-party purchaser;

  (2) LBHI will release Orange Beach Member and certain of its
      affiliates from any further liability under their loan and
      net profit agreements; and

  (3) Orange Beach Member will pay $90,000 to LBHI to offset
      LBHI's consultant and legal fees.

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LehmanSettlementOrange.pdf

The hearing to consider approval of the settlement is scheduled
for August 26, 2009.  Creditors and other concerned parties have
until August 21 to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

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

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

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

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

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Protocol for Resolving Derivative Contract Claims
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
authority from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to implement a set of
procedures for prosecuting their claims under pre-bankruptcy
derivative contracts with monetary recovery potential.

As of September 15, 2008, the Debtors have more than 900,000
derivative contracts, most of which have recovery potential,
according to Lori Fife, Esq., at Weil Gotshal & Manges LLP, in
New York.  Those contracts, she says, are "in the money" to the
Debtors, constituting significant assets of their estates.

Ms. Fife tells the Court that given the complex nature of the
contracts, the enforcement of the Debtors' claims could result in
litigation that may cause delay in the administration of their
bankruptcy and loss of the current value in those contracts.

Accordingly, the Debtors propose to implement alternative dispute
resolution procedures to reduce the cost associated with
enforcing the Debtors' affirmative claims under the derivative
contract with recovery potential, preserving the value available
under such contracts, and promoting judicial efficiency in these
complex Chapter 11 cases.

               Dispute Resolution Procedures

The Debtors will designate a dispute as to any derivative
contract with recovery potential by serving a copy of an order
approving the proposed procedures on the counterparty, and a
notice containing information about their claim and demand for
settlement to be determined through consultation with the
Official Committee of Unsecured Creditors.

The service on or notice to a counterparty will be deemed
adequate if the order or notice is provided to the counterparty,
its counsel, legal guardian, estate representative or other
representative by hand delivery, first class mail or overnight
mail.

Each of the Debtors and the counterparty served with the order
and notice have to comply with the procedures, unless otherwise
provided in a specific order applicable to a particular dispute.
The procedures do not require the Debtors and the counterparty to
settle any dispute but each party is required to serve and answer
in response to the proposed settlement; engage in settlement
discussions; participate in any mediation; follow the directions
of the mediator;, and follow the procedures.

The counterparty receiving the order and notice has 20 days to
respond in writing its position with respect to the Debtors'
demand.  The counterparty may agree to settle the dispute in
accordance with the terms in the notice, or decline to settle the
dispute and provide a brief explanation for the denial.

Upon receipt of the counterparty's statement, the Debtors have 15
days to serve a reply on the counterparty.  If the counterparty
fails to respond, the Debtors may elect to file an application
for sanctions; entry of a judgment for recovery of the amounts
sought in the notice; or immediate entry into the mediation
stage.

                     Settlement Conferences

At anytime after receipt of the order and notice, the Debtors or
the counterparty may request an initial telephonic settlement
conference to be held within five days after receiving the
request.  Upon receiving the notice of settlement conference, the
recipient will be required to respond within two days by either
accepting the proposed date and time in the notice of settlement
conference or proposing an alternate date and time that is no
later than five days from the date and time stated in that
notice.

The Debtors will allocate about one hour for the initial
settlement conference and that only the Debtors, the counterparty
and their representatives will participate.  All discussions will
be subject to Section 408 of the Federal Rules of Evidence and
the confidentiality provisions of the Court's General Order M-
143.

                        Mediation Stage

If the Debtors and the counterparty are not able to resolve the
dispute, the dispute will be mediated.  The parties have to
contact the mediator to schedule the initial mediation date.

If the mediator is unwilling or unavailable to serve, then the
parties will select an alternate mediator as mutually agreed in
writing by all parties subject to the dispute.  If the agreement
is reached within 10 days, the Court will appoint one or more
mediators.

The mediation proceedings will take place in New York, unless
agreed to by the parties and the mediator.  The addition or
elimination of mediation locations will be within the sole
discretion of the Debtors.

Any party to a mediation has the option of submitting a brief to
the mediator, with service upon the other parties and the
Creditors Committee.  The mediation briefs must be submitted at
least five days before the scheduled mediation proceeding.

All parties to a dispute are required to appear in person at the
mediation proceeding.  The Creditors' Committee may attend and
participate in all mediations.  Each party must have a business
principal in attendance having settlement authority.  In
addition, the parties' counsel may attend the mediation
proceeding.

                    General Mediation Rules

Upon the filing of a notice and a hearing by either the Debtors
or the counterparty, the Court may sanction the parties for
failing to comply with the procedures.  If the mediator reports
to the Court that a party subject to the procedures is not
cooperating, the Court may, on its own motion, schedule a hearing
to consider sanctions against that party.

Sanctions against the Debtors may include attorneys' fees; fees
and costs of the mediator; termination of the procedures as to
one or more contracts; and rejection of some or all claims
asserted by Debtors.  Sanctions against the counterparty,
meanwhile, may include attorneys' fees; fees and costs of the
mediator; or an award of the dispute up to the amount specified
in the Debtor's notice.

All proposed deadlines may be modified by the mutual consent of
the Debtors and the counterparty or by the Court for cause shown.
All parties will be responsible for their counsel fees and other
costs of the mediation, provided that the party requesting the
mediation will be responsible for the fees and expenses of
the mediator.  Except to the extent a counterparty affirmatively
chooses the mediation stage, participation in the procedures will
not waive any right to a jury trial that might otherwise exist.

Ms. Fife clarifies that the proposed procedures are not intended
to and will not be utilized as a substitute for claims procedures
or limit the Debtors' rights to object to claims stemming from
the derivative contracts on any basis permitted by the bankruptcy
laws.

The procedures do not limit a counterparty to assert valid and
enforceable setoff rights with respect to a Debtor's claim or any
other valid defense to a Debtor's demand, Ms. Fife further says.

The Debtors' request drew support from E*TRADE Bank and a group
of creditors consisting of Elliott Management Corporation, King
Street Capital Management L.P., and Paulson & Co. Inc.

                    Barclays, et al. Object

Barclays Bank PLC, EPCO Holdings Inc., Easton Investments and
Wellmont Health System, and more than 60 other parties-in-
interest object to the Debtors' move to implement the procedures
describing the procedures as "overly burdensome" and "one-sided."

EPCO Holdings complains that the proposed procedures for
mediation are unnecessarily complicated and will not facilitate
mediation.  "Mediation is meant to be a flexible process where
the parties to the mediation working together with the mediator
design a process that makes sense for the parties and their
particular case.  Rather than allowing for flexibility the
procedures proposed are one sided and punitive in nature," EPCO
says in court papers.

Easton complains that the procedures are "procedurally biased in
favor of the Debtors" and that it has never agreed to any form of
alternative dispute resolution with the Debtors.

Barclays Bank complains that the proposed procedures
"unjustifiably depart from the sound mediation procedures"
prescribed in General Order M-143.

Barclays points out, among other things, that while the General
Order provides that any motion by a party in interest to assign a
matter to mediation "must be filed promptly after filing the
initial document in the matter," the Debtors' proposed order,
appears to permit the Debtors to designate any dispute concerning
a derivative contract for mediation at any time.

"The Debtors should not be allowed to initiate mediation at a
time when it is likely to cause delay in, or distraction from, a
pending adversary proceeding or contested matter," Barclays'
counsel, Robinson Lacy, Esq., at Sullivan & Cromwell LLP, in New
York, asserts.  "They should be required to institute any
mediation before the parties have devoted substantial time and
expenses to litigating the dispute, as provided in the existing
General Order," he adds.

Mr. Lacy says the proposed order also provides the Debtors with
ultimate control over the initiation and timing of mediation
procedures; contains an inconspicuous provision giving a mediator
discretion to certify specific legal issues to the court for
decision; and imposes deadlines, without the input of the
counterparties, that may provide insufficient time for the
counterparties to respond to the Debtors' claims.

"It may be appropriate to supplement the provisions of the
general order to deal with the Debtors' derivative contract
disputes, but to broadly supersede the general order is likely to
result in procedures that turn out to be unfair and impractical,"
Mr. Lacy says.

The hearing to consider approval of the procedures is scheduled
for August 26, 2009.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo were complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

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

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

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

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

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEVEL 3: Posts $134 Million Net Loss for Second Quarter 2009
------------------------------------------------------------
Level 3 Communications, Inc., reported consolidated revenue of
$942 million for the second quarter 2009, compared to consolidated
revenue of $1.09 billion for the second quarter 2008.

The net loss for the second quarter 2009 was $134 million, or
($0.08) per share, compared with a net loss of $42 million, or
($0.03) per share for the second quarter 2008, which included a
gain of $96 million from the sale of the company's Vyvx
advertising distribution business.  The net loss for the first
quarter 2009 was $132 million, or ($0.08) per share.

Consolidated Adjusted EBITDA was $229 million in the second
quarter 2009, compared to $251 million in the second quarter 2008.
Consolidated Adjusted EBITDA was $250 million in the first quarter
2009.

At June 30, 2009, the Company had $9.2 billion in total assets and
$8.4 billion in total liabilities.

"The economy continued to be challenging in the second quarter for
wireline service providers," said James Crowe, CEO of Level 3.
"As expected, sequential revenue pressure continued in the second
quarter, although at a significantly moderated rate.  We did see
improvements in sales and churn, however, they were not as much as
we expected.  We continue to manage our costs aggressively, and
for the fifth consecutive quarter, we were able to reduce our
operating expenses, and year over year, we improved both our Gross
Margin and Adjusted EBITDA Margin percentages.  In addition, we
completed several liability management transactions, which further
strengthened our balance sheet."

During the second quarter 2009, Unlevered Cash Flow improved to
$146 million, compared to $126 million for the second quarter 2008
and $43 million in the first quarter 2009.

Consolidated Free Cash Flow improved to $20 million for the second
quarter 2009, compared to $4 million for the second quarter 2008
and negative $82 million for the first quarter 2009.

During the second quarter of 2009, the company's wholly owned
subsidiary, Level 3 Financing, Inc., closed its $280 million
senior secured Tranche B Term Loan.

The company also completed a debt exchange agreement with an
institutional investor to exchange a combination of $78 million in
cash and $200 million of its 7% Convertible Senior Notes due 2015,
for $142 million aggregate principal amount of its 6% Convertible
Subordinated Notes due 2010 and $140 million aggregate principal
amount of its 2.875% Convertible Senior Notes due 2010.

In addition, during the second quarter the company repurchased a
total of $314 million of debt for $281 million of cash on hand
including an early redemption of approximately $13 million of the
remaining 11.5% Senior Notes due 2010, at par.

As a result, excluding capital leases and commercial mortgages, at
the end of the second quarter 2009 the company had approximately
$55 million of principal amount of debt due in 2009, $168 million
in 2010, $461 million in 2011 and $301 million in 2012.

As of June 30, 2009, the company had cash and cash equivalents of
approximately $630 million.

"We noted last quarter that while we remained cautious, we
expected our revenue base to stabilize and that core
communications services revenue pressure would moderate, which is
what occurred in the second quarter," said Sunit Patel, CFO of
Level 3.

"Sales and churn did improve, but not as much as we had expected.
In particular, a number of our large telecom and enterprise
customers continue to manage their costs aggressively and to defer
purchases of network capacity.  More broadly, we have not yet seen
a return to the historical levels of purchases necessary to
accommodate underlying, longer term growth in demand."

"As a result, we are updating our Consolidated Adjusted EBITDA
guidance to $900 million to $950 million and expect to be Free
Cash Flow positive for the remainder of 2009 in the aggregate, but
approximately Free Cash Flow neutral for the full year 2009.
While we expect revenue performance to improve as it did in the
second quarter, we still expect to see overall revenue pressure
for the second half of the year."

As a result of the liability management transactions completed
during the quarter, the company expects GAAP interest expense of
approximately $600 million and Net Cash Interest Expense of
approximately $515 million for the full year 2009.

"We remain focused on continuing to execute in the market and
providing outstanding service to our customers," said Mr. Crowe.
"We believe our combination of metro and intercity facilities and
advanced IP and optical services remain a significant
differentiator."

"While the economic environment remains challenging, our rate of
revenue decline was approximately one third of the first quarter
and as the economy improves, we expect to return to positive
revenue growth."

                   About Level 3 Communications

Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT)
-- http://www.Level3.com/-- provides fiber-based communications
services.  Level 3 offers a portfolio of metro and long-haul
services, including transport, data, Internet, content delivery
and voice.

                          *     *     *

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings has lowered the rating assigned to Level 3
Communications, Inc.'s convertible subordinated notes to 'CC/RR6'
from 'CCC-/RR6'.  The rating action brings the subordinated note
ratings in line with Fitch's revised rating definition and mapping
criteria.  Approximately $484 million of convertible subordinates
notes outstanding as of March 31, 2009, was effected by Fitch's
action.  As of March 31, 2009, LVLT had approximately $6.4 billion
of debt outstanding.

On June 25, the TCR said Fitch assigned a 'CCC/RR5' rating to
Level 3's $200 million issuance of 7% convertible senior notes due
March 2015.  The notes will rank pari passu with LVLT's existing
senior unsecured indebtedness.  LVLT along with its wholly owned
subsidiary Level 3 Financing, Inc., have a 'B-' Issuer Default
Rating and a Positive Rating Outlook.  The proceeds from the note
offering along with approximately
$78.2 million of cash (plus accrued interest) will be exchanged
for a portion of LVLT's outstanding 6% convertible subordinated
notes due 2010 and its 2.875% convertible senior notes due 2010
pursuant to an exchange agreement the company has entered into
with certain institutional investors.

From Fitch's perspective the debt exchange and the open market
debt repurchases have a positive effect on LVLT's credit profile
and alleviates concerns related to the company's liquidity
position seeing that a significant portion of the exchange and
repurchases were targeted at outstanding debt scheduled to mature
between 2009 and 2010.  After the close of the exchange, expected
to occur before the end of the second quarter, and considering the
open market debt repurchases, LVLT has a total of $241 million of
debt maturing during the balance of 2009 and 2010.


LOOP 76: U.S. Trustee Sets Meeting of Creditors for August 25
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Loop 76, LLC's Chapter 11 case on August 25, 2009, at 9:00 a.m.
The meeting will be held at the US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, Arizona.

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

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

Scottsdale, Arizona-based Loop 76, LLC, filed for Chapter 11 on
July 20, 2009 (Bankr. D. Ariz. Case No. 09-16799).  Arturo A.
Thompson, Esq., Mark W. Roth, Esq., and John J. Hebert, Esq., at
Polsinelli Shughart P.C. represent the Debtor in its restructuring
efforts.  In its petition, the Debtor listed assets and debts
boith ranging from $10,000,001 to $50,000,000.


METALDYNE CORP: Receives Bids for "Substantially All Assets"
------------------------------------------------------------
Metaldyne Corp. will hold an auction for its businesses, including
its powertrain and chassis assets today, July 5.  Metaldyne will
present to the Bankruptcy Court the results of the auction on
July 7.

Metaldyne was scheduled to hold an auction for its chassis
business on August 3 but asked the Court to reschedule the auction
so that it could be held the same time as its powertrain business.

The move came after the Company received a bid for "substantially
all" of its assets including its power-train business, Carla Main
at Bloomberg said, citing court filings.

Metaldyne has already selected as Hephaetus Holdings, Inc. as
stalking horse bidder for its powertrain operations.  HHI, a
portfolio company of KPS Capital Partners LP with other automotive
holdings, has offered $78 million cash.

Metaldyne has selected Revstone Industries LLC as the stalking
horse bidder for most of its chassis operations.

                  About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


METALDYNE CORP: Court Okays Break-Up Fee for Substitute Bidder
--------------------------------------------------------------
WestLaw reports that a proposed break-up fee for a substitute
stalking horse bidder, in an amount that was less than 3% of the
proposed purchase price, would be approved.  The substitute
stalking horse bidder was not an insider, and there had been no
allegation or evidence of any self-dealing or manipulation.
Furthermore, the evidence showed that the stalking horse bid would
provide comfort to the Chapter 11 debtors' employees and customers
that debtors were entering the auction with a locked-in bid.  In
re Metaldyne Corp., --- B.R. ----, 2009 WL 2244602 (Bankr.
S.D.N.Y.).

The Honorable Martin Glenn issued the decision on July 28, 2009,
in connection with Mataldyne's sale of its powertrain assets.

                 About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
<http://www.metaldyne.com/>http://www.metaldyne.com/-- is a
wholly owned subsidiary of Asahi Tec, a Shizuoka, Japan-based
chassis and powertrain component supplier in the passenger
car/light truck and medium/heavy truck segments.  Asahi Tec is
listed on the Tokyo Stock Exchange.  Metaldyne is a global
designer and supplier of metal based components, assemblies and
modules for transportation related powertrain and chassis
applications including engine, transmission/transfer case, wheel
end, and suspension, axle and driveline, and noise and vibration
control products to the motor vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


METROMEDIA INT'L: Creditors Want Plan Exclusivity Terminated
------------------------------------------------------------
The official committee of unsecured creditors in MIG Inc.'s
Chapter 11 case has requested the Bankruptcy Court to terminate
the Debtor's exclusivity to file a plan due to the "gross
mismanagement" of the Debtor's operations.

As reported in the TCR on August 3, 2009, the Committee requested
the Bankruptcy Court to appoint a Chapter 11 trustee or dismiss
the case, citing that the Debtor's Chapter 11 case is being used
"for the naked purpose" of obtaining a stay of a $188 million
judgment from the Delaware Chancery Court resulting from an
appraisal action following MIG's acquisition in 2007.  The
Committee also contended that MIG had $40 million transferred to
the account of a non-bankrupt subsidiary in advance of the Chapter
11 filing.

The Committee said that the same facts that support a finding of
cause to dismiss the Debtor's case also support a finding of cause
to terminate the Debtor's exclusive period to file a plan.  The
Committee added that MIG has "grossly mismanaged its operations by
pursuing expensive and knowingly futile litigation without
appropriately setting aside assets to pay the judgment which MIG
knew or should have known was inevitable."

As reported by the TCR on July 3, Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware allowed MIG Inc. to
continue an appeal of a decision in bankruptcy court that issued a
US$188.4 million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for
US$1.80 a share, or about US$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth US$47.47, or a
total of about US$188.4 million.  MIG appealed the ruling.  But
unable to post a bond enabling an appeal, MIG filed for Chapter
11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had $100 million to
$500 million in assets and $100 million to $500 million in debts.
In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


METROMEDIA INT'L: Can Employ Greenberg Traurig as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
MIG, Inc., permission to employ Greenberg Traurig, LLP, as
counsel, effective as of the petition date.

Greenberg Traurig will, among other things:

   a) provide legal advice with respect to the Debtors' powers and
      duties as a debtor-in-possession in the continued operation
      of its business and management of its property;

   b) negotiate, draft, and pursue all documentation necessary in
      the cases as determined in conjunction with Greenberg
      Taurig; and

   c) prepare on behalf the Debtor all applications, motions,
      answers, orders, reports, and other legal papers necessary
      to the administration of the Debtors' estate.

The hourly rates of Greenberg Traurig's personnel are:

     Nancy A. Mitchell                         $850
     Joseph P. Davis                           $700
     Scott D. Cousins                          $685
     Maria J. DiConza                          $675
     Sandra G. M. Selzer                       $475
     Alexandra Aquino-Fike                     $360
     Elizabeth C. Thomas                       $210

     Shareholders                           $335 - $1,050
     Of Counsel                             $350 -   $900
     Associates                             $175 -   $565
     Legal Assistants/Paralegals             $65 -   $310

Mr. Cousins assured the Court that Greenberg Traurig is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had $100 million to
$500 million in assets and $100 million to $500 million in debts.
In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


METROMEDIA INT'L: Can Employ Potter Anderson as Special Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
MIG, Inc. permission to employ Potter Anderson & Corroon, LLP,
as special Delaware litigation counsel, effective as of the
petition date.

As reported in the TCR on July 22, 2009, the Debtor told the
Bankruptcy Court that over the past two years, it has defended an
appraisal action in the Court of Chancery of the State of Delaware
in the matter captioned In re: Appraisal of Metromedia
International Group, Inc., Civil Action No. 33151-CC, brought by a
certain group of preferred shareholders against the Company.  The
appraisal action, according to the Debtor, has resulted in
substantial litigation costs and a $188 million judgment entered
against MIG on June 5, 2009.

As special Delaware litigation counsel, Potter Anderson will
provide legal advice to MIG with respect to its appeal of the
judgment against the Company in the appraisal action, and
negotiate, draft, and pursue all documentation necessary as
determined in conjunction with the appeal, in coordination with
Debevoise & Plimpton, LLP, the Debtor's proposed special corporate
counsel, and Greenberg Traurig, LLP, the Debtor's general
bankruptcy counsel.

Potter Anderson's professionals will charge MIG these hourly
rates:

      Partners            $425-$595
      Associates          $235-$295
      Paralegals           $70-$200

Arthur L. Dent, Esq., a partner at Potter Anderson, assured the
Court that the firm does not hold or represent any interest
adverse to MIG or its estate with respect to the appeal or
judgment, and that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The Debtor told the Court that as of the petition date, Potter
Anderson was owed $17,959 in respect of services provided to MIG.
Further, the Debtors said that upon approval of Potter Anderson's
retention in this case, Potter Anderson will waive its right to
receive any fees incurred on MIG's behalf prior to the petition
date.  During the 90 days immediately before the petition date,
according to the Debtor, it paid Potter Anderson amounts totaling
$211,291, none of which constituted a retainer to Potter Anderson.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had $100 million to
$500 million in assets and $100 million to $500 million in debts.
In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


METROMEDIA INT'L: Panel Can Employ Baker & McKenzie as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of MIG, Inc.
permission to employ Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

As reported in the TCR on July 22, 2009, as the Committee's
counsel, Baker & McKenzie will:

  a) advise the Committee with respect to its rights, duties and
     powers in the Debtor's Chapter 11 cases;

  b) assist and advise the Committee in its consultation with the
     Debtor relative to the administration of the cases; and

  c) assist the Committee in analyzing the claims of the Debtor's
     creditors and in negotiating with holders of claims and
     equity interests.

The current hourly rates of Baker & McKenzie's professionals are:

       Partners                $500-$925
       Of Counsel              $400-$700
       Associates              $295-$540
       Paraprofessionals       $100-$250

Current hourly rates of Baker & McKenzie's professionals who are
expected to have primary responsibility for the engagement are:

      Professional                   Position    Hourly Rate
      ------------                   --------    -----------
      Carmen H. Lonstein, Esq.       Partner        $565
      Andrew P.R. McDermott, Esq.    Associate      $425
      Lawrene P. Vonckx, Esq.        Associate      $335
      Mark Young                     Paralegal      $195

Carmen H. Lonstein, Esq., a partner at Bakr & McKenzie, assured
the Court that the firm does not hold or represent any interest
materially adverse to the Committee, and that the firm is as
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had $100 million to
$500 million in assets and $100 million to $500 million in debts.
In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MICHAEL VICK: Attorney's Fees Contested in Bankruptcy Case
----------------------------------------------------------
American Lawyer reported that Crowell & Moring, which represented
Michael Vick in his Chapter 11 case, has sought and allowance and
payment of $2.6 million in fees and expenses "for 7,200 hours of
work over ten months."

Bankruptcy Judge Frank Santoro postponed a decision on the fees
due to objections.

The Associated Press relates Crowell has agreed to reduced its
fees to $1.5 million.

According to Carla Main at Bloomberg, Mr. Vick's criminal lawyers
from the firm of Shuttleworth, Ruloff, Swain, Haddad & Morecock
asked Santoro to take a closer look at the fee requests, noting
that some of the bills include charges for items such as air
conditioning on a weekend.  The U.S. Trustee and several of Vick's
creditor's also objected to the fees as excessive, according to
American Lawyer.

Judge Santoro, AP relates, was astonished that the firm is billing
Mr. Vick for 8,000 hours of work over about 10 months.

As reported by the TCR on July 29, 2009, Michael Vick has been
conditionally reinstated to the National Football League.  NFL
Commissioner Roger Goodell, Bloomberg relates, said that Mr. Vick
is required to obey the court's terms of his conditional release,
including a provision banning him from owning a dog.  The report
says that Mr. Vick must follow a written plan submitted to Mr.
Goodell that details his proposed living arrangements, his
finances, and his efforts on behalf of the Humane Society of the
United States.

                      About Michael Vick

Michael Dwayne Vick, born June 26, 1980, in Newport News,
Virginia, is a suspended National Football League quarterback
under contract with the Atlanta Falcons team.  In 2007, a U.S.
federal district court convicted him and several co-defendants of
criminal conspiracy resulting from felonious dog fighting and
sentenced him to serve 23 months in prison.  He is being held in
the United States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed a Chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million.


MIDWAY GAMES: Dewey & Leboeuf Says Work for Directors Allowed
-------------------------------------------------------------
Dewey & Leboeuf LLP has filed with the Bankruptcy Court a formal
response to the objection of the official committee of unsecured
creditors of Midway Games Inc. to its first application for
compensation and reimbursement of expenses as special counsel to
the independent directors of Midway's Board, which were incurred
for the period February 12, 2009, through April 30, 2009

The Committee had questioned time spent by D&L in April 2009,
during which it advised the independent directors regarding the
Committee's threatened (but not yet commenced) actions.

D&L explains that the Court's retention order does not prohibit
the payment of fees associated with the defense of potential
claims.

D&L contends that the Committee would like the Court to believe
that its interim application seeks payments "relating to the
defense of this litigation."  D&L emphasizes that the litigation
was not commenced until after period covered by its interim
application.

Accordingly, D&L says the Committee has no basis in saying that
D&L violated the retention order by seeking payments related to
the adversary proceeding.

As reported in the Troubled Company Reporter on July 27, the
Committee urged the U.S. Bankruptcy Court for the District of
Delaware to slash roughly $110,000 from the $470,000 from Dewey &
LeBoeuf LLP for acting as special counsel to Midway Games Inc.'s
embattled board members, claiming the firm is improperly billing
the estate for hours spent advising the directors on how to parry
accusations they drove the Debtor into the ground, according to
Law360.

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.


MODINE MANUFACTURING: Posts $14.5MM Net Loss for June 30 Quarter
----------------------------------------------------------------
Modine Manufacturing Company reported its financial results for
the first quarter of fiscal 2010.  Modine booked $14.5 million in
net loss for the three months ended June 30, 2009, compared to a
net income of $7.78 million for the same period a year ago.

As of June 30, 2009, Modine had $879.2 million in total assets and
$619.3 million in total liabilities, resulting in $259.9 million
in shareholders' equity.

As of March 31, 2009, the Company had $852,132,000 in total assets
and $608,295,000 in total liabilities.

"Given the overall market conditions, we are very pleased with our
underlying operational improvements, which enabled us to generate
cash flow and provide additional cushion against our adjusted
EBITDA loan covenant," said Bradley C. Richardson, Executive Vice
President -- Corporate Strategy and Chief Financial Officer.  "We
believe we have sufficient liquidity to manage our business and
remain in compliance with our loan covenants.  This is based on
the company's available borrowing capacity, the more than
$40 million in cumulative cushion built at the end of the first
quarter with respect to our adjusted EBITDA covenant, as well as
our anticipated fiscal 2010 results and further actions we have at
our discretion."

Operating cash flows were $8.0 million in the first quarter of
fiscal 2010, compared with $15.1 million in the comparable period
of fiscal 2009.  The decrease in operating cash flows year over
year was primarily driven by the larger reported net loss during
the period, partially offset by the positive impact of the
Company's working capital management initiatives.  The Company's
net debt (debt less cash on hand) at June 30, 2009, was
$228.9 million, compared to $205.7 million at March 31, 2009.  The
Company's net debt level has risen primarily as a result of the
company's decision to invest during the first quarter in
previously committed new program launches and the previously
announced construction of facilities in support of future growth.
Inclusive of this investment, planned capital spending is expected
to remain at or below $65 million in fiscal 2010.  As of June 30,
2009, the Company had available borrowing capacity of roughly
$97 million, subject to its ability to comply with ongoing debt
covenants.

The global recession continues to have an adverse impact on the
company's sales volumes.  This trend is expected to continue to
adversely affect the company during fiscal 2010.  The Company's
expectations for fiscal 2010 include:

     -- Revenues up slightly from the first quarter 2010 run rate
        resulting from roughly $100 million in incremental sales
        volume from several new program launches globally;

     -- Favorable impact of significant cost reductions
        implemented in late fiscal 2009;

     -- Annual SG&A run rate of approximately $160 million; and

     -- Continued strong emphasis on preserving cash and
        liquidity.

"Given the continued global recessionary pressures on our
business, we are pleased with the sequential improvement in
Modine's performance during the first quarter of fiscal 2010,"
said Thomas A. Burke, Modine President and Chief Executive
Officer.  "Although sales declined 42 percent versus a year ago,
sales levels have stabilized versus the fourth quarter of fiscal
2009 and we are seeing the benefits of our focus on SG&A cost
reduction, as well as the impact from our repositioning actions
taken throughout fiscal 2009. During the first quarter, we were
able to reduce our total SG&A costs by $20 million, while the
gross margin improved for the first time in four quarters, rising
480 basis points from the fourth quarter of fiscal 2009.  Adjusted
EBITDA of $16.8 million was at its highest level since the second
quarter of last year.  Although we anticipate the next several
quarters will remain challenging, we are encouraged by the
performance trends in the business and believe Modine is well
positioned for profitable growth as market volumes recover.  We
remain encouraged with the rate of new order intake, including a
significant new truck module order utilizing our advanced
OrigamiTM technology.  The fundamental growth drivers of the
business -- emissions reduction, energy efficiency, and
infrastructure investment -- remain intact."

"As we move forward in fiscal 2010, we are driving the
fundamentals of our Four Point Plan," concluded Mr. Burke.  "We
are beginning to see the benefits of the aggressive actions we
have taken to improve profitability and lower our cost structure
and are prepared to undertake further actions should they become
necessary.  Meanwhile, as the sequential performance improvement
in the first quarter indicates, we are building momentum through a
more focused product portfolio, significant cost reductions,
continued strong emphasis on preserving cash and liquidity, and
delivering on our customer commitments."

                           About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2009 revenues of $1.4 billion, specializes in thermal
management systems and components, bringing heating and cooling
technology and solutions to diversified global markets.  Modine
products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The Company employs roughly 7,000 people at 32 facilities
worldwide in 15 countries.

On February 17, 2009, Modine Manufacturing entered into amendments
to its Credit Agreement with JPMorgan Chase Bank, N.A., and Note
Purchase Agreement related to its $50,000,000 of 5.68% Senior
Notes, Series A due December 7, 2017, and $25,000,000 5.68% Senior
Notes, Series B due December 7, 2018; and Note Purchase Agreement
related to its $75,000,000 of 4.91% Senior Notes due September 29,
2015.  The Company entered into the Amendments to waive certain
events of default existing under the Credit Agreement, the 2006
Note Purchase Agreement and the 2005 Note Purchase Agreement at
December 31, 2008, and amend other provisions of the Credit
Agreement, the 2006 Note Purchase Agreement and the 2005 Note
Purchase Agreement.


MONUMENT REALTY: No Bid Received for Watergate Hotel
----------------------------------------------------
Lisa Rein at Washington Post reports that Monument Realty's
Watergate Hotel was taken back by Deutsche Postbank AG, whose
subsidiary PB Capital made a $25 million credit bid for the
property in a public auction last month.

According to Washington Post, the auction failed to attract any
bids.  Washington Post states that the 10 bidders who came to the
auction each qualified with $1 million certified checks, but
weren't willing to offer the $25 million floor set by PB Capital.

Monument Realty purchased the Watergate in 2004 with financing
from Lehman Brothers.  Monument Realty, Washington Post says,
defaulted in June 2009 on a $40 million note held by PB Capital.

Washington Post relates that Deutsche Postbank, which foreclosed
on the debt-ridden owners, will market Watergate to interested
buyers.  PB Capital's lawyer, David Astrove, said that several
have expressed interest in negotiating privately, Washington Post
reports.  At least two developers said that they planned to make
offers on the Watergate Hotel in a private sale, Washington Post
states.

Monument Realty principal Michael Darby, according to Washington
Post, said that he has commitments from new investors to move
forward with the Company's plan to restore the property.
Washington Post relates that Virginia-based developer Robert
Holland said that his team of investors is in talks with Dubai-
based luxury hotel chain Jumeirah about operating the Watergate
and even attended the auction but didn't participate.

Washington Post says that the team wants to negotiate directly
with PB Capital.  "Whether the bank will work with us, I don't
know," the report quoted Mr. Darby as saying.  According to the
report, Mr. Darby said that Watergate needs more than $100 million
in renovations and that it will require any potential developer to
invest time and money in assessing any structural problems in
order to price construction costs.

Development firm Monument Realty -- http://www.monumentrealty.com/
-- was formed in 1998 by Michael Darby.


MOORE-HANDLEY: Section 341(a) Meeting Scheduled for August 25
-------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Northern District of
Alabama will convene a meeting of creditors in Moore-Handley,
Inc.'s Chapter 11 case on August 18, 2009, at 1:30 p.m.  The
meeting will be held at Robert S. Vance Fed Bldg, 1800 5th Ave No,
Room 127, Birmingham, Alabama.

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

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

Pelham, Alabama-based Moore-Handley, Inc., operates a hardware and
building material distributing business.  The Company filed for
Chapter 11 on July 17, 2009 (Bankr. N. D. Ala. Case No. 09-04198).
Christopher L. Hawkins, Esq., and Jennifer Anne Harris, Esq., at
Bradley Arant Rose & White represent the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


MOUNT HOLLY: Hearing on MHU's Case Dismissal Plea Set for Aug. 11
-----------------------------------------------------------------
Mike Gorrell at The Salt Lake Tribune reports that a hearing on
MHU Holdings, LLC's motion for the dismissal of Mount Holly
Partners, LLC's bankruptcy case will be held on August 11.

As reported by the Troubled Company Reporter on July 22, 2009, MHU
asked the U.S. Bankruptcy Court for the District of Utah to
dismiss the bankruptcy case of Mount Holly Partners, claiming that
the Debtor lacked the requisite authority for the bankruptcy
filing.  MHU asserted that disputes arose between members of Ares
Funding, LLC, and MHU -- which are one of the Companies that
formed Mount Holly Partners -- "from nearly the outset" of the
project.  MHU acquired a 50% equity interest in exchange for
$25 million, according to a memorandum of law.  Ares was
designated as the managing member of Mount Holly Partners and MHU
and CPB were each designated as non-managing members.  On August
23, 2007, the parties entered into a supplement to Mount Holly
Partners' operating agreement which provided for the creation of a
management committee.  That management committee, which was
comprised of one member appointed by Ares and one member appointed
by MHU, was formed to decide "extraordinary matters" which would
require the unanimous consent of the members of the management
committee.

According to The Salt Lake Tribune, MHU claimed that Mount Holly
Partners filed for bankruptcy without its consent.

The Salt Lake Tribune says that the bankruptcy filing doesn't end
plans to turn Elk Meadow into a posh resort with multimillion-
dollar homes, private ski runs, and a golf course designed by Jack
Nicklaus.  "Just the opposite.  It's a plan for reorganization to
try to keep the resort going . . . and still take care of the
creditors," the report quoted Douglas Short, Esq., at Keith Barton
& Associates in South Jordan, Mount Holly's attorney, as saying.

Mount Holly Partners, LLC, in South Jordan, Utah, filed for
Chapter 11 on July 9, 2009 (Bankr. D. Utah Case No. 09-27185).
Judge R. Kimball Mosier presides over the case.  Douglas R. Short,
Esq., at Keith Barton & Associates PC in South Jordan, represents
the Debtor.  The Debtor listed assets ranging from $100,000,001 to
$500,000,000, and debts ranging from $10,000,001 to $50,000,000.


MPG JUPITER: Wants to Hire Buddy Ford as Attorney
-------------------------------------------------
MPG Jupiter Ltd. asks the U.S. Bankruptcy Court for the Middle
District of Florida for permission to employ Buddy D. Ford P.A. as
its attorney.

The firm will:

   -- give the Debtor legal advice with respect to its powers and
      duties as debtor-in-possession in the continued operation of
      its business and management of its property, if appropriate;

   -- prepare, on behalf of the applicants, necessary
      applications, answers, orders, reports, complaints, and
      other legal papers and appear at hearings thereon; and

   -- perform all other legal services for the Debtor as debtor-
      in- possession which may be necessary herein, and it is
      necessary for the Debtor as debtor-in-possession to employ
      the attorney for such professional services.

The firm charges $300 per hour for this engagement.

The Debtor assures the Court that the firm represents no interest
adverse to the Debtor or the estate.

Safety Harbor, Florida-based MPG Jupiter, Ltd., dba Sea Plum
Town Center and MPG Jupiter, Inc., filed for Chapter 11 on
July 15, 2009 (Bank. M. D. Fla. Case No. 09-15148).  Buddy D.
Ford, Esq., represents the Debtors in their restructuring efforts.
In their petition, the Debtors listed total assets of $18,374,880
and total debts of $15,533,518.


MPG PARKLAND: Files Chapter 11 to Thwart Foreclosure
----------------------------------------------------
MPG Parkland Ltd. filed for Chapter 11 protection from creditors
on Aug. 2 in Tampa, Florida.

Bank of America Corp., heads the Company's list of 20 largest
unsecured creditors, with a $30.7 million claim, of which $2.2
million is secured.

Bank of America initiated foreclosure against MPG Parkland's
property, a shopping center in Broward County called Parkland
Commons, on May 20, Bloomberg said, citing a May 22 report in the
South Florida Business Journal.  The Chapter 11 filing stays the
foreclosure proceedings.

MPG Parkland Ltd. is a single-asset real estate company.  MPG
filed for Chapter 11 on August 2, 2009 (Bankr. M.D. Fla. Case No.
09-16990).  Joel S. Treuhaft, Esq., at the Joel S. Treuhaft Law
Offices, in Palm Harbor, Florida, represents the Debtor in its
restructuring effort.

The petition says MPG Parkland has assets of $1 million to $10
million and debts of $10 million to $50 million.  A list of the
Company's 20 largest unsecured creditors is available at:
http://bankrupt.com/misc/flmb09-16990.pdf


NATIONAL GOLD: Court Denies Case Conversion to Chapter 7
--------------------------------------------------------
Jane Meinhardt at Tampa Bay Business Journal reports that Michael
Williamson of the U.S. Bankruptcy Court for the Middle District of
Florida has denied a motion to convert National Gold Exchange,
Inc.'s Chapter 11 reorganization case to Chapter 7 liquidation.

Business Journal quoted Judge Williamson as saying, "Evidence of
misconduct and mismanagement is substantial" and that there are
"ample grounds" to convert the case to liquidation, but the
Company's case would be fast-tracked through Chapter 11 with a
trustee at the helm to displace the debtor-in-possession.

As reported by the Troubled Company Reporter on July 29, 2009,
Sovereign Bank confiscated National Gold's multimillion-dollar
gold coin collection.  The gold coins served as collateral on
$35 million in loans.  A Hillsborough circuit court judge let
Sovereign Bank seize the coins amid allegations that Mr. Yaffe had
fraudulently overstated the collection's value to the bank.
Business Journal relates that Sovereign Bank sent a team
unannounced to Tampa on July 10 to complete a physical inventory
of National Gold's coins, and later requested authority to take
the coins after finding evidence that the collection might not be
worth $33.6 million as Mr. Yaffe stated.

Judge Williamson denied National Gold's motion seeking turnover of
the business' valuables confiscated by Sovereign Bank, allowing
the bank to keep the items until the Chapter 11 trustee takes
control, Business Journal relates.

According to Business Journal, consultants for and officials from
Sovereign Bank had testified that National Gold used some of the
collateral pledged to the bank for $35 million in loans to secure
loans from other entities and co-mingled assets with Gainesville
Coins, which is affiliated with the Debtor's owners, Mark Yaffe
and Alan Yaffe.  The Yaffe family, the report says, is also
involved in the ownership of Independent Coin Grading, a company
that assigns values to coins and is located at the rear of
National Gold's premises.

Elizabeth Sousa, a member of Sovereign Bank's precious metals
unit, said that it was difficult to separate Gainesville Coins'
assets from those of National Gold or to locate $2.7 million in
coins that were reported to be at consignment sales, Business
Journal reports.  Citing Ms. Sousa, the report states that it
appeared that National Gold workers were holding some coins the
Company listed as consignment sales.

Ms. Sousa, Business Journal relates, that said that Sovereign Bank
found:

     -- documents showing that National Gold had lending
        relationships with other lenders with double collateral
        pledged to different institutions;

     -- documents indicating that National Gold planned to operate
        its coin business under an entity called Eldorado Gold
        after bankruptcy and that the Company already sold about
        $5 million in coins to Eldorado; and

     -- no books when Sovereign Bank conducted a physical
        inventory of National Gold's coins.

Citing National Gold counsel Richard McIntyre, Business Journal
states that the Company always paid its bills, including loan
payments to Sovereign Bank, and that Mark Yaffe wanted to remain
in control of the estate to help liquidate the coins.  According
to the report, Mr. Yaffe is willing to pledge his equity -- which
Mr. McIntyre said amounts to $15 million -- in his $25 million
Avila mansion to the estate.

Tampa, Florida-based National Gold Exchange, Inc., operates a gold
and silver rare coin wholesaler.  The Company filed for Chapter 11
bankruptcy protection on July 24, 2009 (Bankr. M.D. Fla. Case No.
09-15972).  Richard J. McIntyre, Esq., at McIntyre, Panzarella,
Thanasides & Eleff assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in debts.


NCB FSB: Fitch Affirms Primary Servicer Rating at 'CPS2+'
---------------------------------------------------------
Fitch Ratings affirms the commercial mortgage-backed securities
servicer ratings of NCB, FSB: primary servicer rating at 'CPS2+'
and master servicer rating at 'CMS2-'.  In addition, Fitch affirms
National Cooperative Bank's special servicer rating at 'CSS3'.

The primary servicer rating is based on NCB, FSB's solid
experience as a longstanding CMBS primary servicer and its strong
use of technology.  The master servicer rating reflects NCB, FSB's
proven ability to report and remit to CMBS trustees and to oversee
third party servicers.  The special servicer rating indicates
NCB's ability to specially service commercial real estate loans in
CMBS transactions.  Each of the ratings reflects the bank's
experienced and tenured servicing staff and management team with
minimal turnover.  The bank also continues to maintain particular
expertise in the servicing and special servicing of cooperative
housing loans.

As of June 30, 2009, NCB, FSB's primary servicing portfolio
consisted of 4,199 loans, totaling $5.5 billion.  As of the same
date, NCB, FSB was named master servicer on 37 securitized
transactions, totaling $4.7 billion.  In addition, as of June 30,
2009, the bank was named special servicer for 40 transactions
totaling $4.3 billion.


NOBLE INT'L: Nissan to Buy Assets in Private Sale
-------------------------------------------------
Noble International, Inc., seeks permission from the U.S.
Bankruptcy Court to sell assets in Warren, Michigan and South
Haven, Michigan to Nissan North America, Inc.

According to NetDockets, the Debtors said the assets were
specifically designed for the manufacture of parts for Nissan and
have no value to any party other than Nissan.  The Debtors also
noted they are in the process of winding down operations and
Nissan intends to re-source the parts manufactured by Noble to
other suppliers.  Noble asserts that a private sale to Nissan is
in the best interests of its creditors.

NetDocket relates that under the proposed agreement between Noble
and Nissan, dated July 20, 2009, Noble would provide Nissan with
assistance in managing the process of re-sourcing production of
the parts to another supplier.  In addition, Noble would also
build an inventory bank for Nissan in order to protect Nissan from
any parts shortages resulting from the re-sourcing process.
Finally, Noble would agree to provide Nissan with a perpetual
license of all intellectual property used in the manufacturing of
the Nissan parts.  In exchange, Nissan would agree to immediately
pay any outstanding accounts receivable and to pay $174,000 to
Noble for the assets and the inventory bank.

The Debtors are in the process of liquidating their estate.  As
reported by the Troubled Company Reporter, Noble on July 17, 2009,
closed the sale to ArcelorMittal Netherlands B.V., a subsidiary of
ArcelorMittal S.A., of the Company's European business, consisting
of the shares of Noble European Holdings B.V., together with the
direct and indirect holdings and assets of Noble BV.  As
consideration for the Transferred Assets, ArcelorMittal (a)
accepted the Transferred Assets subject to roughly EUR78 million
in borrowed money, (b) delivered $2.1 million to the Company by
wire transfer and (c) permitted the Company to retain $2.0 million
received by Noble BV prior to closing for the transfer of its 49%
equity interest in Sumisho Noble (Thailand) Co., Ltd.

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009.


NOVA HOLDING: Proposes Sept. 11 Deadline for All Assets
-------------------------------------------------------
Nova Holding Clinton County, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to approve bidding procedures
for the sale of all or substantially all of their assets,
including the sale of Nova Biofuels Clinton County, LLC's assets
to Clinton County Bio Energy, LLC, the stalking horse bidder in
respect of Nova Biofuels Clinton's assets, subject to competing
bids at an auction.

The Debtors also ask the Court to approve the payment of a breakup
fee of $36,000 to Clinton in the event another buyer is the
successful bidder at the auction.

The assets to be sold consist of:

   (i) Nova Seneca, LLC's ("Seneca") assets;

  (ii) Nova Biofuels Clinton County, LLC's ("Clinton") assets;
       and

(iii) the proprietary, patented process technology utilized by
       the Debtors in the production of biodiesel and owned by
       Nova Biosource Technologies, LLC.

Clinton owns and operates the Clinton County, Iowa refinery, while
Seneca owns the Seneca, Illinois refinery, the Debtors' flagship
refinery.  WestLB AG (New York Branch) holds prepetition liens in
all of the Seneca assets and postpetion liens on all sale assets.

As consideration for the Clinton assets, the Clinton stalking
horse bidder has offered to pay cash at closing of $1,200,000 plus
(A) pre-paid expenses, and (B) the dollar amount of any sales tax,
use tax or similar tax attributable to the sale or transfer of the
purchased assets and exclusive of Bio Energy's payment of cure
amounts.  Bio Energy has also agreed to assume all of Sellers'
liabilities arising from and after the closing date under the
Clinton executory contracts and unexpired leases, and the cure
amounts.

The Debtors seek a sale hearing date of September 23, 2009.  As
proposed, final bids from prospective purchasers are due on
September 11, 2009, and if necessary, an auction will take place
on September 16, 2009, at the offices of Blank Rome LLP, One Logan
Square, Philadelphia, PA 19103 at 12:00 p.m.

The sale of the Debtors' assets will be on an "as is, where is"
basis.

As reported in the TCR on July 27, 2009, on July 17, 2009, the
Debtors and WestLB entered into a third stipulation extending
certain milestones set forth in the Bankruptcy Court's Final DIP
Order dated June 24, 2009, as follows:

  * July 31, 2009   -- Debtors will have: (i) entered into an
                       agreement with the highest or best offer to
                       acquire the Seneca Plant and the other DIP
                       collateral, (ii) filed a motion to sell,
                       lease, license or otherwise dispose of the
                       the DIP collateral, to the bidders selected
                       through the bid procedures and approved by
                       the Court, and (iii) filed a motion to
                       approve the bid procedures.

  * August 19, 2009 -- Debtors will have received an order from
                       the Court: (a) approving the bid procedures
                       and (b) establishing an auction of the
                       Seneca Plant and the other DIP collateral,
                       which will be conducted no later than
                       September 10, 2009.

As stipulated on July 9, 2009, the Debtors' authority to use the
proceeds of the DIP Facility will terminate on the earliest of:
(i) either: (x) Oct. 2, 2009, if the Sale Order as defined in the
Interim Cash Collateral Order is entered by September 14, 2009, or
(y) September 14, 2009, if the Sale Order is not entered by that
date; (ii) the date of acceleration of any outstanding portion of
the DIP Facility; (iii) the first business day on which the Final
DIP Order expires by its terms or is terminated; (iv) conversion
of any of the Borrower's or Guarantor's Chapter 11 case to a case
under Chapter 7 of the Bankruptcy Code unless otherwise consented
to in writing by the DIP Agent and the DIP Lender; (v) dismissal
of any Borrower's or Guarantor's Chapter 11 case unless otherwise
consented to in writing by the DIP Agent and the DIP Lender; and
(vi) the effective date of any Borrower's or Guarantor's plan of
reorganization.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, is
Delaware counsel to the Debtors.  The Debtors listed between
$10 million and $50 million each in assets and debts.


ONEBEACON INSURANCE: Moody's Assigns 'Ba1' Preferred Stock Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the A2 insurance financial
strength ratings of the OneBeacon Insurance Group inter-company
pool and Baa2 senior debt ratings of its intermediate parent,
OneBeacon U.S. Holdings, Inc.    In the same rating action,
Moody's has assigned provisional ratings (senior at (P)Baa2) to
OneBeacon U.S.'s $1 billion shelf registration.  OneBeacon U.S. is
an indirect wholly-owned subsidiary of OneBeacon Insurance Group,
Ltd., which, in turn, is an indirect 75%-owned subsidiary of White
Mountains Insurance Group, Ltd., with the remaining 25% shares
publicly owned.  Principal and interest on OneBeacon U.S.'s
outstanding senior notes are guaranteed by WTM.  The outlook for
the ratings is stable.

Moody's said that its affirmation of OneBeacon's ratings reflects
the company's solid market position, strong agency relationships,
improving profitability, and balanced mix of specialty, commercial
and personal lines business.  "We view the continued control and
support by White Mountains as a credit positive," said Vice
President/Senior Credit Officer Pano Karambelas.  Factors
countering these credit strengths include exposure to
catastrophes, weakened risk-adjusted capitalization following
investment losses in 2008, potential adverse development on the
run-off casualty business including A&E, regulatory risks
reflecting a regional business concentration, and softening
property-casualty insurance market conditions.

For the first half of 2009, OneBeacon reported meaningfully
improved financial results contributing to an 11% increase in GAAP
shareholders' equity, a 93% GAAP combined ratio (reflecting light
catastrophes and modest favorable reserve development), and a 5%
positive total investment return.  On a Moody's adjusted financial
leverage basis, the company de-levered by approximately 6 points
to 37%.  The rating agency expects further debt reduction in the
near-term which should return financial leverage in line with its
rating expectations of 35%.

"Notwithstanding OneBeacon's strong 1H09 results, the group's
risk-adjusted capitalization remains pressured," Moody's
Karambelas added.  In particular, gross exposure to catastrophes
has remained relatively flat while GAAP shareholders' equity at
June 30, 2009, is down 20% from a year ago.  That said, the group
has implemented an enhanced reinsurance program which includes a
30% homeowners' quota share and a reduced attachment point on its
catastrophe excess of loss program.

The rating agency said that the additional outwards reinsurance
protection serves to maintain net catastrophe exposure at a
prudent level in line with ratings expectations.  In recent
months, the company has continued to de-risk its investment
portfolio largely by reducing the size of its equity holdings from
approximately 19% of invested assets at year-end 2008 to 13% at
June 30, 2009.  Going forward, Moody's expects the company will
continue to employ enhanced reinsurance protection and maintain a
lower-risk investment profile commensurate with current capital
levels.

Factors that could lead to a ratings upgrade include: 1) sustained
improvement in operating results and capitalization, 2) financial
leverage consistently below 25%, and 3) earnings coverage above
8x.  Factors that could lead to a ratings downgrade include: 1)
deterioration in net loss and loss adjustment expense reserves or
exhaustion of reinsurance cover provided by National Indemnity
Insurance Company (NICO), 2) annual catastrophe losses exceeding
10% of GAAP equity, 3) financial leverage consistently above 35%,
or 4) earnings coverage consistently below 6x.

These provisional ratings have been assigned with a stable
outlook:

* OneBeacon U.S. Holdings, Inc. -- provisional senior unsecured
  debt at (P)Baa2; provisional subordinated debt at (P)Baa3;
  provisional junior subordinated debt at (P)Baa3; provisional
  preferred stock at (P)Ba1.

* OneBeacon U.S. Holdings Trust I, II, III -- provisional trust
  preferred securities at (P)Baa3.

The last rating action on OneBeacon occurred on August 4, 2006,
when Moody's affirmed the ratings of the White Mountains group
(including OneBeacon) with a stable outlook.

OneBeacon Insurance Group, Ltd. is a Bermuda-domiciled insurance
holding company whose property and casualty insurance subsidiaries
provide a range of specialty insurance products as well as a
variety of commercial and personal insurance products in the U.S.
OneBeacon ranks among the 40 largest property & casualty insurers
in the U.S.  For the first half of 2009, the company reported
total net premiums written of $967 million and net income of
$168 million.  GAAP shareholders' equity was $1.28 billion as of
June 30, 2009.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


OVERSEAS SHIPHOLDING: Moody's Cuts Corp. Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service downgraded its corporate family,
probability of default and senior unsecured debt ratings of
Overseas Shipholding Group, Inc., each to Ba2 from Ba1.  The
rating outlook is stable.

"The downgrades reflect Moody's belief that ongoing weak
fundamentals of global tanker markets combined with the ongoing
fleet diversification strategy are likely to prevent the
restoration of OSG's earnings and operating cash flows to levels
consistent with the Ba1 rating category over the near term," said
Moody's Analyst Jonathan Root.  OSG has maintained higher
financial leverage because of its expansive sector diversification
strategy.  "This strategy has increased exposure to the
international product carrier and U.S. Jones Act markets, each of
which typically produces margins and returns on assets that are
lower as compared to those generated by OSG's traditional crude
vessels trading spot," continued Root.

OSG has demonstrated the ability to generate sizeable cash flows
from vessel sale and purchase activities.  However, it returned a
large portion of such proceeds to shareholders, almost
$900 million in the 24 month period ended December 2008, rather
than apply a larger portion to debt reduction or to fleet
expansion. Adjusted debt increased by over $2.0 billion during
this same period.  Financial policies that have disproportionately
prioritized shareholder returns have contributed to the current
weakened credit metrics profile.  OSG's adjusted Debt to EBITDA
and FFO + Interest to Interest approximated 5.0 times and 3.9
times, respectively, at March 31, 2009.  These compare to 4.3
times and 4.5 times, respectively at December 31, 2006.
Moody's anticipates that metrics are likely to weaken in upcoming
quarters as it believes that a sustained, meaningful inflection in
freight rates will not occur before overall global economic
conditions materially improve.  Additionally, earnings and cash
flows from vessel operations are also likely to be pressured from
2010 because contributions from the crude fleet will no longer
benefit from OSG's hedging strategy using Forward Freight
Agreements that has allowed the crude fleet to achieve above
market rates in recent periods.  The outlook of continuing weak
rates is likely to delay any de-levering of the capital structure
over the near term, as is still large commitments for capital
expenditures and the looming tender for the publicly-held stake in
OSG America L.P.

The Ba2 rating considers OSG's position as a market leader in the
majority of its trades, the employment of the majority of its spot
rate vessels in tanker pools, and its good liquidity including the
sizeable cash balance.  The supportive long-term fundamentals of
the marine transportation sectors that OSG serves and the high
operating leverage of the crude fleet further support the Ba2
ratings.  Pool trading results in OSG's vessels earning relatively
higher freight rates throughout the shipping cycle because this
increases the number of backhauls each vessel obtains in a given
period.  The Ba2 rating also recognizes OSG's chartering policy
that provides a meaningful level of coverage of its commitments
under charters-in from charters-out.  Its charter-out book helps
support cash flow from operations at levels that reduce the
freight rates its spot rate vessels require for it to comfortably
service its debt.

The stable outlook reflects Moody's expectation that OSG will
maintain its leading market position through the extended trough
of the current cycle.  Capital expenditures for fleet expansion
are expected to moderate after 2010, which should relieve pressure
on OSG's free cash flow profile.  Additionally, the removal of
single-hulled crude carriers from the world fleet is also likely,
which should help balance supply and demand from 2010, relieving
some of the pressure on freight rates.

The inability to sustain a stronger metrics profile could
adversely affect the ratings.  Debt to EBITDA above 4.5 times, FFO
+ Interest to Interest below 3.5 times or Retained Cash Flow to
Net Debt below 15% could indicate that OSG's diversification
strategy resulted in a structural shift in the credit profile
towards that of lower rated corporate families.  Since OSG's good
liquidity is an important supportive factor, the ratings could be
pressured if the reported cash balance was sustained below
$200 million.  Further increases in debt, either from share
purchases, acquisitions or additional charters-in could also
result in a downgrade.

Demonstrated improvement in credit metrics would be required
before Moody's would consider a positive change to the rating or
outlook.  For example, Moody's would look for Debt to EBITDA to
approach 3.8 times, FFO + Interest to Interest to exceed 4.0 times
and Retained Cash Flow to Net Debt to exceed 20%.  The adoption of
a more conservative capital structure that sustains a lower
proportion of debt could help to restore the credit metrics
profile and could also lead to an outlook change to positive.
Positive Free Cash Flow to Debt, exclusive of sale and purchase
activities that is sustained above 5% could also lead to a
positive outlook.

The last rating action was on December 19, 2008, when Moody's
changed the outlook to negative from stable.

Downgrades:

Issuer: Overseas Shipholding Group, Inc.

  -- Issuer Rating, Downgraded to Ba2 from Ba1

  -- Probability of Default Rating, Downgraded to Ba2 from Ba1

  -- Corporate Family Rating, Downgraded to Ba2 from Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2,
     LGD4, 60% from Ba1, LGD4, 59%

Outlook Actions:

Issuer: Overseas Shipholding Group, Inc.

  -- Outlook, Changed To Stable From Negative

Overseas Shipholding Group, Inc., headquartered in New York City,
NY, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products.


PENNY & KENNY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Penny & Kenny Shoes, LLC
            aka P&K
            aka PLK
            aka Penny Loves Kenny
        1370 Avenue Of The Americas
        1934 Olney Avenue, Suite 102
        New York, NY 10019

Bankruptcy Case No.: 09-14792

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Gilbert A. Lazarus, Esq.
                  Lazarus & Lazarus, P.C.
                  240 Madison Avenue, 8th Floor
                  New York, NY 10016
                  Tel: (212) 889-7400
                  Fax: (212) 684-0314
                  Email: glawlazarus@aol.com

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

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

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

The petition was signed by Stuart Chalfin, managing member of the
Company.


PITTSBURGH IRISH: Planning to Sell Assets for $1.2 Million
----------------------------------------------------------
Pittsburgh Irish Pubs, LLC, has received an offer from Alex
Development, LLC, to purchase all of the Debtor's real property
located at 660 Washington Road in Pittsburgh (identified as parcel
identification number 141-F-38 in Allegheny county land records)
and fixed assets (including furniture, kitchen equipment,
lighting, and electronic systems) for $1,200,000.

The Honorable Jeffery A. Deller has scheduled a hearing on
August 18, 2009, at 10:00 a.m. to consider the transaction and any
higher and better offers the Debtor may receive.

Objections or responses to the sale of assets free and clear of
liens, claims, interests, and encumbrances as requested by the
Debtor must be filed and served by August 11, 2009.

Requests for information concerning the sale or the assets should
be directed to the Debtor's bankruptcy lawyers:

         Christopher A. Boyer, Esq.
         John M. Steiner, Esq.
         Leech Tishman Fuscaldo & Lampl, LLC
         525 William Penn Place, 30th Floor
         Pittsburgh, PA 15219
         Telephone (412) 261-1600

Pittsburgh Irish Pubs, LLC, sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. 07-25554) on September 4, 2007.


PROTOSTAR LTD: Can Hire Kurtzman Carson as Claims & Noticing Agent
------------------------------------------------------------------
Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized ProtoStar Ltd. and its debtor-affiliates to
employ Kurtzman Carson Consultants LLC as notice, claims and
balloting agent.

KCC is expected to render noticing, claims, processing, and
balloting services.  KCC is also be designated as the authorized
repository for all proofs of claims filed in the Chapter 11 cases
and authorized to direct and maintain official claims registers
for each of the ProtoStar entities and to provide the Clerk's
Office with a certified duplicate thereof as directed by the
Clerk's Office.

Michael J. Frisberg, vice president of corporate restructuring
services of KCC, tells the Court that KCC received a $30,000
retainer for services and expenses incurred.

Mr. Frisberg assures the Court that KCC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
assets and debts both ranging from $100,000,001 to $500,000,000.
As of December 31, 2008, ProtoStar's consolidated financial
statements, which include non-debtor affiliates, showed total
assets of $463,000,000 against debts of $528,000,000.


PUENTES FAMILY LIMITED: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Puentes Family Limited Partnership
        6230 Denain Drive
        Corpus Christi, TX 78414

Bankruptcy Case No.: 09-20485

Chapter 11 Petition Date: August 1, 2009

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

Judge: Richard S. Schmidt

Debtor's Counsel: Robert D. Repasky, Esq.
                  Attorney at Law
                  PO Box 158
                  Fulton, TX 78358-0158
                  Tel: (361) 288-4724
                  Fax: (866) 527-0886
                  Email: repaskylaw@repasky.net

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

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

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

The petition was signed by Jairo Puentes, general partner of the
Company.


RALLYE HOMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rallye Homes, LP
        6300 Ridglea place, Suite 411
        Fort Worth, TX 76116

Bankruptcy Case No.: 09-44591

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.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/txnb09-44591.pdf

The petition was signed by Brian Watts.


REDDY ICE: Board OKs New Pay Scheme for Non-Employee Directors
--------------------------------------------------------------
The compensation committee of the Board of Directors of Reddy Ice
Holdings, Inc., approved on July 28, 2009, a new compensation
structure for the Company's non-employee directors.  The new
compensation structure was based on a compensation study performed
by Towers Perrin, a recognized compensation consultant.

Under the updated compensation structure, the non-employee
directors will each receive $48,000 per annum as compensation for
their service, payable quarterly in arrears.  Members of the
committees of the Board of Directors will generally no longer
receive additional compensation for such service, except that: (i)
the chairperson of the audit committee will receive an additional
fee of $5,000 per year, (ii) the chairpersons of the compensation
committee and the corporate governance and nominating committee
will receive an additional fee of $2,500 per year and (iii) per-
meeting compensation for members of the special committee
(investigation) will not be changed.

The non-employee directors' equity compensation was also modified
by the compensation committee based on Towers Perrin's advice.
With the final vesting of all outstanding restricted stock units
occurring on August 12, 2009, non-employee directors would no
longer have had any form of equity compensation under the prior
structure.  In accordance with recent changes in the structure of
employee equity incentive compensation, restricted stock units
will no longer be issued to non-employee directors.  Instead, each
non-employee director will receive an annual stock grant
immediately following the Company's annual meeting of stockholders
with a value on the date of grant of $48,000, an amount generally
consistent with the target value of annual equity compensation at
the time our directors' compensation was last studied.  In
connection with the adoption of the new compensation structure on
July 28, 2009, the grants for 2009 were approved by the
compensation committee.

                         About Reddy Ice

Based in Dallas, Texas, Reddy Ice Holdings, Inc. (NYSE:FRZ) and
its wholly owned subsidiary, Reddy Ice Corporation, manufacture
and distribute packaged ice products.  The Company is the largest
manufacturer of packaged ice products in the United States and
serves roughly 82,000 customer locations in 31 states and the
District of Columbia.

At June 30, 2009, Reddy Ice had $448.3 million in total assets;
and $36.4 million in total current liabilities, $390.6 million in
long-term obligations, $21.5 million in deferred taxes and other
liabilities; resulting in $224 million in stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on April 13, 2009,
Standard & Poor's Ratings Services said that it lowered its
ratings on Dallas, Texas-based Reddy Ice Holdings Inc. and its
wholly-owned operating subsidiary, Reddy Ice Corp.  S&P lowered
the corporate credit rating to 'B' from 'B+', and for analytical
purposes, S&P views the companies as one economic entity.  The
outlook is negative.


REDDY ICE: June 30 Balance Sheet Upside Down by $224 Million
------------------------------------------------------------
Reddy Ice Holdings, Inc., at June 30, 2009, had $448.3 million in
total assets; and $36.4 million in total current liabilities,
$390.6 million in long-term obligations, $21.5 million in deferred
taxes and other liabilities; resulting in $224 million in
stockholders' deficit.

The Company said revenues for the second quarter ended June 30,
2009, were $99.9 million, compared to $102.7 million in the same
quarter of 2008.  The Company's net income was $8.2 million in the
second quarter of 2009, compared to net income of $5.7 million in
the same period of 2008.  Diluted net income per share was $0.37
in the second quarter of 2009 compared to a diluted net income per
share of $0.26 in the second quarter of 2008.

Included in the 2009 results are $500,00 of costs related to the
ongoing antitrust investigations and related litigation.  Included
in the 2008 results are $4.6 million of costs related to the
antitrust investigations and related litigation, $100,000 in costs
related to the termination of the merger agreement between the
Company and affiliates of GSO Capital Partners LP on January 31,
2008, and the related stockholder litigation and a gain of
$1.0 million related to the settlement of a property insurance
claim.

Adjusted EBITDA, defined as earnings before interest, taxes,
depreciation and amortization, and the effects of certain other
items, was $30.1 million in the second quarter of 2009, compared
to $29.0 million in the second quarter of 2008.  Available Cash
for the second quarter of 2009 was $13.2 million compared to
$24.3 million in the second quarter of 2008.

Revenues in the first six months of 2009 were $142.1 million,
compared to $145.7 million in the same period of 2008.  The
Company's net loss was $3.7 million in the first six months of
2009, compared to net income of $2.3 million in the same period of
2008.  Net loss per share was $0.17 in the first six months of
2009, compared to diluted net income of $0.11 in the same period
of 2008.

Included in the 2009 results are $3.3 million of costs related to
the ongoing antitrust investigations and related litigation.
Included in the results for the first six months of 2008 were a
gain of $17.0 million related to the termination of the merger
agreement between the Company and affiliates of GSO Capital, a
gain of $1.0 million related to the settlement of a property
insurance claim, $5.8 million of costs related to the antitrust
investigations and related litigation and $900,000 of costs
related to the GSO transaction and the related stockholder
litigation.

Adjusted EBITDA was $25.0 million in the first six months of 2009
versus $24.8 million in 2008.  Available Cash for the first six
months of 2009 was negative $1.3 million, compared to positive
$15.2 million in the first six months of 2008.

"Challenging economic conditions continued to impact sales volumes
during the second quarter, although the impacts on the quarter and
year-to-date periods remain better than the last quarter of 2008,"
commented Chairman of the Board, Chief Executive Officer and
President Gilbert M. Cassagne.  "In addition, we continue to
benefit from favorable commodity costs and good cost controls,
especially in regards to labor. We are also continuing to execute
on opportunities to improve the business that were identified in
our strategic planning process."

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?40ab

                         About Reddy Ice

Based in Dallas, Texas, Reddy Ice Holdings, Inc. (NYSE:FRZ) and
its wholly owned subsidiary, Reddy Ice Corporation, manufacture
and distribute packaged ice products.  The Company is the largest
manufacturer of packaged ice products in the United States and
serves roughly 82,000 customer locations in 31 states and the
District of Columbia

                           *     *     *

According to the Troubled Company Reporter on April 13, 2009,
Standard & Poor's Ratings Services said that it lowered its
ratings on Dallas, Texas-based Reddy Ice Holdings Inc. and its
wholly-owned operating subsidiary, Reddy Ice Corp.   S&P lowered
the corporate credit rating to 'B' from 'B+', and for analytical
purposes, S&P views the companies as one economic entity.  The
outlook is negative.


REGAL ENTERTAINMENT: Posts $40.4 Million Net Income in Q2 2009
--------------------------------------------------------------
Regal Entertainment Group announced fiscal second quarter 2009
results and declared a cash dividend of $0.18 per common share.

Regal Entertainment said total revenues for the second quarter
ended July 2, 2009, were $789.2 million compared to total revenues
of $675.8 million for the second quarter ended June 26, 2008.  Net
income was $40.4 million and net income attributable to
controlling interest was $40.5 million in the second quarter of
2009.  Net income was $24.2 million and net income attributable to
controlling interest was $24.3 million for the second quarter of
2008.  Diluted earnings per share was $0.26 for the second quarter
of 2009 compared to $0.16 during the second quarter of 2008.
Adjusted EBITDA was $167.1 million for the second quarter of 2009
and $124.4 million for the second quarter of 2008.

As of July 2, 2009, the Company had total assets of $2.64 billion,
including cash and cash equivalents of $267.7 million;
$1.99 billion in total debt; and $227.9 million in stockholders'
deficit.

As of April 2, 2009, the Company had $2.56 billion in total assets
and $2.81 billion in total liabilities.

Regal's Board of Directors declared a cash dividend of $0.18 per
Class A and Class B common share, payable on September 18, 2009,
to stockholders of record on September 10.  The Company intends to
pay a regular quarterly dividend for the foreseeable future at the
discretion of the Board of Directors depending on available cash,
anticipated cash needs, overall financial condition, loan
agreement restrictions, future prospects for earnings and cash
flows as well as other relevant factors.

"I'm pleased to report that Regal achieved both record total
revenue and Adjusted EBITDA during the fiscal second quarter,"
stated Amy Miles, CEO of Regal Entertainment Group.  "Our
demonstrated ability to convert revenue growth into increased free
cash flow allowed us to continue providing meaningful value to our
stockholders," continued Ms. Miles.

                     About Regal Entertainment

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  The Company's theatre circuit, comprising
Regal Cinemas, United Artists Theatres and Edwards Theatres,
operates 6,782 screens in 549 locations in 39 states and the
District of Columbia.  Regal operates theatres in all of the top
33 and 44 of the top 50 U.S. designated market areas.

                           *     *     *

As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.

On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes.  The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility.  In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.


REVLON INC: Posts $200,000 Net Income for Second Quarter 2009
-------------------------------------------------------------
Revlon, Inc., said net sales in the second quarter ended June 30,
2009, were $321.8 million, compared to $366.5 million in the
second quarter of 2008, a decrease of 12.2%.  Excluding
unfavorable foreign currency fluctuations of $16.7 million, net
sales decreased by 7.6%.  The decline in net sales was driven by
lower net sales of Revlon and Almay color cosmetics, and Revlon
Beauty Tools, partially offset by higher net sales of Revlon
ColorSilk hair color.

Operating income in the second quarter of 2009 was $26.6 million,
which included $18.3 million of charges related primarily to
restructuring actions announced on May 28, 2009, compared to
$59.2 million in the same period last year.  Adjusted EBITDA in
the second quarter of 2009 was $43.0 million, which included
$18.3 million of restructuring charges, compared to $81.3 million
in the same period last year.  Second quarter 2009 operating
income and Adjusted EBITDA included pension expense of
$5.7 million compared to $1.8 million in the second quarter of
2008.  Second quarter 2008 operating income and Adjusted EBITDA
included a net gain of $5.9 million and $6.0 million,
respectively, related to the sale of a facility in Mexico.

Net income in the second quarter of 2009 was $200,000, or nil per
diluted share, which included $18.3 million or $0.36 per diluted
share of restructuring charges, compared to $19.9 million, or
$0.39 per diluted share, in the same period last year.  Net income
in the second quarter of 2009 was also impacted by higher foreign
currency losses of $3.3 million and higher pension expense of
$3.9 million, offset by lower taxes of $8.8 million and lower
interest expense of $6.7 million.  Second quarter 2008 net income
included a net gain of $4.9 million related to the sale of a
facility in Mexico.

Negative free cash flow in the second quarter of 2009 was
$3.0 million compared to positive free cash flow of $7.4 million
in the same period last year. Second quarter 2008 free cash flow
included installment payments of $2.7 million related to the sale
of the facility in Mexico.

At June 30, 2009, Revlon had $797.4 million in total assets; and
$326.4 million in total current liabilities, $1.15 billion in
long-term debt, $107.0 million in long-term debt by affiliates,
$213.8 million in long-term pension and other post-retirement plan
liabilities, $66.6 million in other long-term liabilities;
resulting in $1.07 billion in stockholders' deficiency.

                        Six Months Results

Net sales in the first six months of 2009 decreased 7.8% to
$625.1 million, compared to net sales of $678.2 million in the
first six months of 2008.  Excluding unfavorable foreign currency
fluctuations of $37.0 million, net sales decreased by 2.4%.

Operating income was $58.2 million in the first six months of
2009, which included $18.8 million of restructuring charges,
compared to $91.2 million in the first six months of 2008.  Net
income in the first six months of 2009 was $12.9 million, or $0.25
per fully diluted share, which included $18.8 million or $0.36 per
diluted share of restructuring charges, compared to $17.4 million
or $0.34 per share in the first six months of 2008.  Adjusted
EBITDA was $92.1 million in the first six months of 2009, which
included $18.8 million of restructuring charges, compared to
$138.8 million in the same period last year.

Free cash flow in the first six months of 2009 was $14.5 million
compared to $22.0 million in the same period last year.  Operating
income, net income and Adjusted EBITDA in the first six months of
2008 included a net gain of $5.7 million, $4.9 million and
$5.9 million, respectively, related to the sale of a facility in
Mexico.  Free cash flow in the first six months of 2008 included
installment payments of $2.7 million, also related to the sale of
the facility in Mexico.  Operating income, net income, Adjusted
EBITDA and free cash flow in the first six months of 2008 also
included a net gain of $5.9 million related to the sale of a non-
core trademark.

                   Organizational Restructuring

On May 28, 2009, the Company announced a worldwide organizational
restructuring, rightsizing the organization to reflect the more
efficient workflows and processes that have been implemented over
the last two years.  The primary components of the organizational
restructuring, which have been fully implemented, involved
consolidating certain functions; reducing layers of management to
increase accountability and effectiveness; streamlining support
functions to reflect the new organizational structure; and further
consolidating the Company's office facilities in New Jersey. The
organizational restructuring resulted in the elimination of
approximately 400 positions worldwide, including approximately 325
current employees and approximately 75 open positions.

Annualized cost reductions from this organizational restructuring
are expected to be approximately $30 million, of which
approximately $15 million will benefit second half 2009 results.
Restructuring and related charges are expected to be approximately
$21 million comprised of $18.3 million of employee-related costs,
including severance and other termination benefits, which was
recognized in the second quarter of 2009, and approximately
$3 million related to the consolidation of the Company's office
facilities in New Jersey, which will be recognized in the third
quarter of 2009.

The Company continues to execute its established business
strategy: (i) building and leveraging its strong brands; (ii)
improving the execution of its strategies and plans, and providing
for continued improvement in its organizational capability through
enabling and developing its employees; (iii) continuing to
strengthen its international business; (iv) improving its
operating profit margins and cash flow; and (v) improving its
capital structure.

A full-text copy of Revlon's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?40a9

                           About Revlon

Revlon Inc. -- http://www.revloninc.com/-- is a worldwide
cosmetics, hair color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and beauty care products company.  Revlon
Inc. conducts its business exclusively through its direct wholly
owned operating subsidiary, Revlon Consumer Products Corporation,
and its subsidiaries.  Revlon is a direct and indirect majority
owned subsidiary of MacAndrews & Forbes Holdings Inc., a
corporation wholly-owned by Ronald O. Perelman.  The Company's
brands, which are sold worldwide, include Revlon(R), Almay(R),
ColorSilk(R), Mitchum(R), Charlie(R), Gatineau(R), and Ultima
II(R).


ROLLLING HILLS: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rollling Hills Camping Resort, Inc.
        11 Hunter Rd
        Taylorsville, KY 40071

Bankruptcy Case No.: 09-33867

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: David T. Stosberg

Debtor's Counsel: Neil Charles Bordy, Esq.
                  Seiller Waterman LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Email: bordy@derbycitylaw.com

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

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

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

            http://bankrupt.com/misc/kywb09-33867.pdf

The petition was signed by James M. Gulick, vice president of the
Company.


SALLY BEAUTY: June 30 Balance Sheet Upside-Down by $650.6 Million
-----------------------------------------------------------------
Sally Beauty Holdings, Inc., reported that at June 30, 2009, it
had $1.46 billion in total assets and $1.69 billion in total
debts, including capital leases, resulting in $650.6 million in
stockholders' deficit.

The Company said consolidated net sales for the fiscal 2009 third
quarter were $673.3 million, a decline of 0.5% from the fiscal
2008 third quarter, and include a negative impact from foreign
currency exchange of $21.9 million, or 3.2 % of sales.  Same store
sales in the fiscal 2009 third quarter grew 2.6% from the fiscal
2008 third quarter.

Fiscal 2009 third quarter GAAP net earnings were $31.5 million,
growth of 7.3% from the fiscal 2008 third quarter.  GAAP diluted
earnings per share were $0.17 compared to $0.16 in the fiscal 2008
third quarter.  Fiscal 2009 third quarter adjusted net earnings, a
non-GAAP measure, were $30.0 million, an increase of 22.5% over
the fiscal 2008 third quarter.  Adjusted earnings per share were
$0.16, growth of 23.1% when compared to $0.13 adjusted earnings
per share in the fiscal 2008 third quarter.

In the fiscal 2009 third quarter capital expenditures were
$9.5 million.  Total store count at the end of fiscal 2009 third
quarter was 3,821, an increase over fiscal 2008 third quarter of
105 stores, or growth of 2.8%.

Debt maturities, excluding capital leases, are:

          FY2009                         $864,000
          FY2010                       $1,364,000
          FY2011                      $39,640,000
          FY2012                      $84,520,000
          FY2013                       $9,390,000
          Thereafter               $1,560,755,000
                                -----------------
          Total debt               $1,696,533,000

Cash and cash equivalents as of June 30, 2009, were
$105.9 million.  The Company's asset-based loan revolving credit
facility began the fiscal 2009 third quarter at zero outstanding
borrowings and ended the quarter unchanged.

The Company paid down an additional $30 million in long term debt
during the quarter.

Capital expenditures in the fiscal 2009 third quarter were
$9.5 million.  The Company expects to end the fiscal year 2009
with capital expenditure in the range of $37 million to
$39 million versus previous projections of $35 million to
$40 million.

Inventories as of June 30, 2009 were $559.6 million, a decrease of
$50.7 million from June 30, 2008.  On a sequential basis, fiscal
2009 third quarter versus the fiscal 2009 second quarter,
inventory increased $20.7 million.

"We are pleased with our third quarter performance as we once
again delivered solid financial results. Consolidated same store
sales grew 2.6% and gross profit, as a percent of sales, expanded
60 basis points for the quarter and year-to-date," stated Gary
Winterhalter, President and Chief Executive Officer.  "We remain
confident in our ability to generate cash and were able to pay
down an additional $30 million of long-term debt during the
quarter.   We believe we are well positioned to execute our long-
term strategy of growing the Company both organically and through
potential acquisitions while at the same time continue to
strengthen our balance sheet."

                    About Sally Beauty Holdings

Sally Beauty Holdings, Inc. (NYSE: SBH) --
http://www.sallybeauty.com/-- is an international specialty
retailer and distributor of professional beauty supplies.  Through
the Sally Beauty Supply and Beauty Systems Group businesses, the
Company sells and distributes through over 3,800 stores, including
roughly 200 franchised units, throughout the United States, the
United Kingdom, Belgium, France, Canada, Puerto Rico, Mexico,
Ireland, Spain and Germany.  Sally Beauty Supply stores offer more
than 6,000 products for hair, skin, and nails through professional
lines such as Clairol, L'Oreal, Wella and Conair, as well as an
extensive selection of proprietary merchandise.  Beauty Systems
Group stores, branded as CosmoProf or Armstrong McCall stores,
along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.


SALLY BEAUTY: L'Oreal USA Amends Breach of Contract Suit
--------------------------------------------------------
Sally Beauty Holdings, Inc., said L'Oreal USA S/D, Inc., has filed
a Second Amended Complaint in connection with a lawsuit in the
Superior Court of the State of California in and for the County of
San Diego - Central Division against SD Hair, Ltd. and Hair of
Nevada, LLC, franchisees of the subsidiary Armstrong McCall
division of the Company's BSG business unit, and Armstrong McCall,
among others.

The original suit alleged, among other things, that SD Hair
breached its franchise agreement with Armstrong McCall by selling
Matrix branded products to unauthorized buyers.  At this stage,
there was no direct action against Armstrong McCall.

The Second Amended Complaint alleges, among other things, that
Armstrong McCall, certain of its employees and others were
involved in selling Matrix branded products to unauthorized buyers
and that certain of its employees (and others) engaged in improper
business transactions for personal benefit during 2005 through
2007.  L'Oreal seeks money damages, certain injunctive relief and
a declaration that L'Oreal is entitled to terminate the 1981
Matrix Distributor Agreement now in effect between L'Oreal and
Armstrong McCall.  None of the employees involved in the
allegations are executive officers of the Company.  Substantially
all of the allegations were made known by L'Oreal to the Company
prior to the filing of the Second Amended Complaint.   L'Oreal
also provided the Company with documents allegedly supporting the
allegations.

As a result of the allegations made by L'Oreal, many of which are
incorporated into the Second Amended Complaint, the Audit
Committee of the Board of Directors of the Company engaged
independent special counsel to investigate whether certain
employees engaged in improper business transactions for personal
benefit.  After extensive review, the Audit Committee and
independent special counsel found insufficient evidence to support
a conclusion that Company employees entered into improper
transactions for personal benefit.  The Company intends to file
its response to the Second Amended Complaint and to vigorously
defend itself in the lawsuit.

Armstrong McCall intends to conduct its normal business pending
the resolution of the litigation.

The Company said Armstrong McCall retains its exclusive rights to
distribute Matrix products in its territories.

The Company also said L'Oreal professional products will remain
available in BSG stores that currently carry the products.  Sally
Beauty Supply stores, which carry a different selection of L'Oreal
products from those carried in BSG or Armstrong McCall stores, are
not impacted by these developments.

"We currently expect no material impact on our financial
statements.  Pending resolution of the litigation, we expect to
continue to incur legal fees related to the litigation and have
planned accordingly," the Company said.

Over the last couple of years, Matrix sales as a percent of
overall sales have declined at Armstrong McCall.  Sales of Matrix
through Armstrong McCall were $8.2 million during the quarter
ended June 30, 2009, representing approximately 3% of BSG's sales
for the third quarter of fiscal 2009.

                    About Sally Beauty Holdings

Sally Beauty Holdings, Inc. (NYSE: SBH) --
http://www.sallybeauty.com/-- is an international specialty
retailer and distributor of professional beauty supplies.  Through
the Sally Beauty Supply and Beauty Systems Group businesses, the
Company sells and distributes through over 3,800 stores, including
roughly 200 franchised units, throughout the United States, the
United Kingdom, Belgium, France, Canada, Puerto Rico, Mexico,
Ireland, Spain and Germany.  Sally Beauty Supply stores offer more
than 6,000 products for hair, skin, and nails through professional
lines such as Clairol, L'Oreal, Wella and Conair, as well as an
extensive selection of proprietary merchandise.  Beauty Systems
Group stores, branded as CosmoProf or Armstrong McCall stores,
along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.

At June 30, 2009, Sally Beauty had $1.46 billion in total assets
and $1.69 billion in total debts, including capital leases,
resulting in $650.6 million in stockholders' deficit.


SANTA FE HOLDING: Gets Court Nod to Borrow $1.2MM from DBMC
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized Santa Fe Holding Company Inc. and its debtor-affiliates
to access, on an interim basis, $1.2 million out of $4 million in
postpetition financing from DBMC Investments L.L.C.

The Court also allowed the Debtors to use the lender's cash
collateral.

The facility will terminate at the lesser of the 130th day after
the Debtors' bankruptcy filing or the occurrence of a termination
event.

The lender will be entitled to a perfected first-priority priming
lien and security interest in all existing and future Collateral
of the Debtors as well as a super-priority administrative claim.

Proceeds of the facility will be used to (i) pay postpetition
payroll, payroll and other taxes, inventory suppliers, and
overhead; to maintain their assets; (ii) provide financial
information; (iii) attempt to reorganize their business; or
(iv) take any of the other actions which the Debtors believe are
necessary to maximize the value of their assets.

The facility contains customary and appropriate events of default.

Brentwood, Tennessee-based Santa Fe Holding Company, Inc., and its
affiliates filed for Chapter 11 on July 15, 2009 (Bankr. M. D.
Tenn. Case No. 09-07856).  Tristan Manthey, Esq., and William H.
Patrick III, Esq., at Heller Draper Hayden Patrick & Horn LLC
represent the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$10,000,001 to $50,000,000.


SANTE FE HOLDING: Selects Heller Draper as Counsel
--------------------------------------------------
Santa Fe Holding Company Inc. and its debtor-affiliates ask the
Hon. George Paine of the U.S. Bankruptcy Court for the Middle
District of Tennessee for permission to employ Heller, Draper,
Hayden, Patrick & Horn, L.L.C., as their counsel.

The firm will, among other things:

   a) advise the Debtors with respect to their rights, powers and
      duties as debtors and debtors in possession in the continued
      operation and management of their respective businesses and
      properties;

   b) prepare and pursue confirmation of a plan of reorganization
      and approval of a disclosure statement;

   c) prepare on behalf of the Debtors 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 Debtors 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 Debtors
      before this Court.

The firm's professionals will render services at the applicable
rates:

      Professional                   Hourly Rate
      ------------                   -----------
      William H. Patrick, III, Esq.     $450
      Douglas S. Draper, Esq.           $450
      Tristan Manthey, Esq.             $370

      Designation                    Hourly Rate
      -----------                    -----------
      Attorneys                       $275-$450
      Associates                      $275-$320
      Paralegal                        $80-$120

The Debtors assure the Court that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

Brentwood, Tennessee-based Santa Fe Holding Company, Inc., and its
affiliates filed for Chapter 11 on July 15, 2009 (Bankr. M. D.
Tenn. Case No. 09-07856).  Tristan Manthey, Esq., and William H.
Patrick III, Esq., at Heller Draper Hayden Patrick & Horn LLC
represent the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$10,000,001 to $50,000,000.


SANTE FE HOLDING: Names Dodson Parker as Corp. and Local Counsel
----------------------------------------------------------------
Santa Fe Holding Company Inc. and its debtor-affiliates ask the
Hon. George Paine of the U.S. Bankruptcy Court for the Middle
District of Tennessee for permission to employ Dodson, Parker,
Behm & Capparella, PC, as their corporate and local counsel.

The firm will, among other things:

   a) facilitate filing pro hac vice admissions for bankruptcy
      counsel with the Bankruptcy Clerk;

   b) provide such other routine assistance to or for bankruptcy
      counsel as may be requested from time to time;

   c) render such other legal and advisory services as may be
      reasonably requested by the Debtors in connection with this
      engagement;

   d) continue, to the extent required, pre-petition pending legal
      matters and litigation; and

   e) advise and represent the Debtors with respect to general
      corporate legal matters, employment, lease issues, real
      estate issues, obligations under existing financial
      documents and instruments, and intellectual property.

The firm's hourly billing rates presently range from $150 to $400
for attorneys and $90 for paralegals.

The Debtors assure the Court that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

Brentwood, Tennessee-based Santa Fe Holding Company, Inc., and its
affiliates filed for Chapter 11 on July 15, 2009 (Bankr. M. D.
Tenn. Case No. 09-07856).  Tristan Manthey, Esq., and William H.
Patrick III, Esq., at Heller Draper Hayden Patrick & Horn LLC
represent the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$10,000,001 to $50,000,000.


SEA CHANGE GROUP: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sea Change Group, LLC
        350 Jericho Turnpike, Suite 300
        Jericho, NY 11753

Bankruptcy Case No.: 09-75723

Chapter 11 Petition Date: July 31, 2009

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

Judge: Alan S. Trust

Debtor's Counsel: Kenneth L. Baum, Esq.
                  Cole Schotz Meisel Forman & Leonard
                  25 Main St
                  Hackensack, NJ 07602-0800
                  Tel: (201) 525-6327
                  Fax: (201) 678-6327
                  Email: kbaum@coleschotz.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/nyeb09-75723.pdf

The petition was signed by Geoffrey Donaldson, managing member of
the Company.


SECURITY BANK: Files for Chapter 7 After Banks Seized
-----------------------------------------------------
BankruptcyData.com reports that Security Bank Corp. filed for
Chapter 7 protection with the U.S. Bankruptcy Court in the Middle
District of Georgia, Case No. 09-52409.

According to the Company's Web site, the Georgia Department of
Banking & Finance and the Federal Deposit Insurance Corp. (FDIC)
announced July 24 that State Bank & Trust Company, led by veteran
banker Joe Evans has acquired assets and deposits of the banks
owned by Security Bank Corp.

The Georgia Department of Banking and Finance closed Security
Bank of Bibb County, Security Bank of Jones County, Security
Bank of Gwinnett County, Security Bank of Houston County, Security
Bank of North Metro and Security Bank of North Fulton, each of
which is a wholly-owned commercial banking subsidiary of Security
Bank Corporation, according to the report, BankruptcyData.com
reports.   The Company's principal asset is the capital stock that
it owns in the Banks, and, as a result of the closure of the
Banks, the Company has minimal remaining tangible assets.

The Company, the report says, indicated total assets of more than
$2 billion on its most recent annual report filed with the SEC but
total assets as of the petition date are indicated as less than
$10 million.

Jeffrey W. Kelley of Troutman Sanders represents the Company, the
report notes.


SEMGROUP LP: Canada Crude's Amended Chapter 15 Database
-------------------------------------------------------
Foreign Debtors subject to Chapter 15 petitions:

   Entity                          Case No.
   ------                          --------
   SemCanada Crude Company         09-12637
   SemCAMS ULC                     09-12638
   CEG Energy Options, Inc.        09-12639
   A.E. Sharp Limited              09-12641
   SemCanada Energy Company        09-12642

CCAA
Petition Date:    July 22, 2008

Canadian Court:   Court of Queen's Bench of Alberta
                 Judicial District of Calgary

Canadian Judge:   Honorable Madame Justice Romaine

Applicants'
Solicitors:      A. Robert Anderson, Q.C., Esq.
                 Kelly Bourasa, Esq.
                 Blake, Cassels & Graydon LLP
                 3500, 855 - 2nd Street S.W.
                 Calgary, AB T2P 4J8
                 Tel No.: (403) 260-9624
                 Fax No.: (403) 260-9700

CCAA Monitor:     Ernst & Young, Inc.

Chapter 15
Petitioner:       Ernst & Young, Inc.

Chapter 15
Petition Date:    July 27, 2009

U.S. Bankruptcy
Court:            United States Bankruptcy Court
                 for the District of Delaware

U.S. Bankruptcy
Judge:            Hon. Brendan Linehan Shannon

Petitioner's
U.S. Bankruptcy
Counsel:          Mary Caloway, Esq.
                 Jeffrey Carbino, Esq.
                 Buchanan Ingersoll & Rooney PC
                 1000 West Street, Ste 1410
                 Wilmington, Delaware 19801
                 Tel: 302-552-4209
                 Fax: 302-552-4295
                 E-mail: mary.caloway@bipc.com
                         jeffrey.carbino@bipc.com

U.S. Trustee:     Roberta A. DeAngelis
                 Acting U.S. Trustee for Region 3
                 844 King Street, Room 2207
                 Lockbox #35
                 Wilmington, Delaware 19899-0035
                 Tel: 302-573-6491

Est. Assets: $100,001 to $500,000
Est. Debts:  More than $1 billion

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Court OKs Settlement With Catsimatidis
---------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorizes SemGroup L.P. to enter into the settlement agreement
with Terrence Ronan; SemGroup, G.P., L.L.C., the sole general
partner of SemGroup LP; a group led by John Catsimatidis, United
Refining Energy Corp.; and United Refining Company, who are
members of the management committee of non-debtor SemGroup G.P.;
Bank of America, N.A., as agent for the prepetition and
postpetition lenders; and the Official Committee of Unsecured
Creditors.

The Catsimatidis Group is composed of Mr. Catsimatidis, Nelson
Happy, Myron L. Turfitt, James C. Hansel, United Refining Energy
Corp., and United Refining Company, who are members of the
management committee of non-debtor SemGroup G.P., the sole
general partner of SemGroup LP.

The Settlement, which is a core addition to the Disclosure
Statement, will entirely resolve:

  (i) United Refining's complaint for declaratory judgment and
      for turnover of property pursuant to Section 542(b) of the
      Bankruptcy Code against Debtor SemMaterials, L.P.;

(ii) the Debtors' complaints, as amended, for breach of
      contract, declaratory judgment, breach of fiduciary duty,
      injunctive relief, and violation of the automatic stay
      against Messrs. Catsimatidis, Matthew Coughlin, III,
      Bring, Happy, Turfitt, and United Refining Energy Corp.;
      and Tulsa Energy Acquisitions, LLC; and

(iii) the Catsimatidis Group's complaint against Mr. Ronan for
      declaratory relief and breach of duty of loyalty.

Under the Catsimatidis Settlement, Messrs. Catsimatidis, Happy,
Hansel, and Bring are deemed to have withdrawn their objection to
the Debtors' Disclosure Statement and will support the Debtors'
Plan of Reorganization.  In addition, Messrs. Catsimatidis,
Happy, Hansel, and Bring will resign from the Management
Committee effective as of the date of final judicial approval of
the settlement.

On or before August 28, 2009, United Refining will pay to the
Debtors $3,900,000 in full and final satisfaction of all amounts
owed by United Refining to the Debtors under a Vulcan Joint
Venture.

              M. Coughlin Settlement Agreement

Moreover, at the Debtors' behest, Judge Shannon approves a
settlement agreement executed among the Debtors, Terrence Ronan,
BofA, the Creditors' Committee, Matthew F. Coughlin, III, and
Tulsa Energy Acquisitions, LLC.

Mr. Coughlin and Tulsa Energy are the remaining defendants in the
Catsimatidis Action.

The salient terms of the Coughlin Settlement are:

  * Mr. Coughlin is deemed to have already withdrawn his
    previous objections to the Disclosure Statement.  Mr.
    Coughlin and Tulsa Energy will not support objections to the
    Disclosure Statement or the Second Amended Plan.  Mr.
    Coughlin and Tulsa Energy agree not to further object to the
    Second Amended Plan or the Disclosure Statement.  If asked
    by the Debtors, Mr. Coughlin and Tulsa Energy will publicly
    support the Second Amended Plan with Mr. Coughlin doing so
    on July 20, 2009, on behalf of himself and Tulsa Energy.

  * The Coughlin Settlement resolves all issues with respect to
    the Catsimatidis Action and the Oklahoma Action, and the
    objections filed by the Catsimatidis Group against the
    Disclosure Statement with respect to Mr. Coughlin and Tulsa
    Energy.  The Catsimatidis Action will be dismissed with
    prejudice to Mr. Coughlin and Tulsa Energy.  Mr. Coughlin
    further agrees that he will not oppose the dismissal of the
    Oklahoma Action of SemGroup GP.

  * Mr. Coughlin and Tulsa Energy will be added to the release
    and exculpation provisions of the Second Amended Plan.

  * If the Official Producers' Committee joins in support of the
    Second Amended Plan, then the Debtors will ask that the OPC
    exchange releases with Mr. Coughlin and Tulsa Energy

  * Mr. Coughlin will take no further action as a member of the
    Management Committee, as asked by the Debtors through Mr.
    Ronan or his successor chief executive officer, or as
    ordered by the Court.

  * Mr. Coughlin executed a written consent of the Management
    Committee of SemGroup GP, dated July 17, 2009, ratifying the
    Coughlin Settlement.  The Written Consent is intended a
    ratification of the resolutions of the Management Committee.
    Mr. Coughlin will tender his resignation immediately as a
    member of the Management Committee effective as of July 30,
    2009.

  * Parties agree to mutual releases.

Parties to the Coughlin Settlement will be each responsible for
their own attorneys' fees and expenses.  Mr. Coughlin and Tulsa
Energy will not assert a claim for substantial contribution under
Section 503(b)(3)(D) of the Bankruptcy Code.

The Debtors told the Court that the Coughlin Settlement, in
conjunction with the Catsimatidis Settlement, establishes that
the entire Management Committee of SemGroup G.P. recognizes the
Debtors' authority to prosecute their Second Amended Plan.
Moreover, the Settlement Agreement will resolve all outstanding
issues with respect to the Catsimatidis Action.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Five Units File Chapter 15, Have CCAA Plans
--------------------------------------------------------
SemCanada Crude Company, SemCAMS ULC, CEG Energy Options, Inc.,
A.E. Sharp Limited, and SemCanada Energy Company, filed petitions
for recognition of their insolvency proceedings pursuant to the
Canadian Companies' Creditors Arrangement Act as "foreign main
proceedings" under Chapter 15 of the U.S. Bankruptcy Code.

The Chapter 15 Petitions were filed in the U.S. Bankruptcy Code
for the District of Delaware where the Chapter 11 case of
SemGroup LP, SemCanada Crude's parent, is pending.

The SemCanada Group and its affiliates in the United States have
been engaged in a coordinated cross-border restructuring.  The
CCAA Applicants and the U.S. Debtors have made substantial
progress in restructuring their businesses, and are now pursuing
parallel reorganization plans in the United States and Canada.

The SemCanada Group has proposed a Plan of Arrangement and
Reorganization for each of SemCAMS ULC and SemCanada Crude to
enable them to continue as going concerns and to safeguard
substantial employment.  SemCanada Energy Company, CEG Energy
Options, Inc., and A.E. Sharp Limited have substantially
liquidated all of their assets and have retained the proceeds of
the liquidation.  The SemCanada Energy Group has proposed a
Consolidated Plan of Distribution pursuant to CCAA and the
Bankruptcy and Insolvency Act, the purpose of which is to resolve
all outstanding matters in a cost efficient and fair manner,
including the claims of all the group's creditors, outside of a
more lengthy bankruptcy or litigation.

Ernst & Young, Inc., the Applicants' CCAA monitor appointed by
the Hon. Madame Justice Romaine in the Court of Queen's Bench of
Alberta Judicial District of Calgary, believes that if the CAMS
Plan and the Crude Plan are not implemented, the most likely
alternative would be a liquidation of those companies' assets
under receivership or the BIA.  The Monitor believes the CAMS
Plan and the Crude Plan would produce a more favorable result for
creditors than liquidation.  The Monitor also concludes that the
settlement and distribution proposed in the Energy Plan would
produce a just and reasonable outcome for the SemCanda Energy
Group's creditors.

In the United States, the U.S. Debtors have submitted a parallel
Second Amended Joint Plan of Reorganization dated July 21, 2009.
A condition precedent for the implementation of each of the U.S.
Plan and Canadian Plans is that the other Plans take effect the
same day.

To obtain creditor acceptance and the Calgary Court's sanctioning
of the Canadian Plans, the SemCanada Group must first obtain
authority from the Calgary Court to distribute the Canadian Plans
to creditors and call a meeting or meetings to consider and vote
on those Plans.  The Monitor intends to recommend to the Calgary
Court that creditors of the SemCanada Group vote to accept the
Canadian Plans at the meeting of creditors currently scheduled
for September 10, 2009.

Provided the Calgary Court enters an order scheduling the
Creditors' Meetings, the Monitor asks the U.S. Court to enter an
order recognizing and enforcing the Canadian Meetings Order in
the United States in addition to recognizing the Canadian
Proceedings as "foreign main proceeding."

Cross-border coordination is crucial to the successful emergence
of the SemCanada Group and the U.S. Debtors, and the U.S. Court's
recognition of the Canadian Proceedings and enforcement of the
Canadian Orders in the United States will ensure a fair and
efficient process for consideration of and voting on the Canadian
Plans and, subsequently, a fair and efficient conclusion to the
Canadian Proceedings, the Monitor contends.  Furthermore, the
Monitor notes, the recognition and enforcement are consistent
with the goals of international cooperation and assistance to
foreign courts embodied in Chapter 15 of the Bankruptcy Code.

The Delaware Bankruptcy Court, at the behest of SemCanada Crude
and its affiliates, ordered that the Chapter 15 cases will be
jointly administered under Case No. 098-12637.

                           CCAA Plans

(1) SemCanada Crude's Plan

Under SemCanada Crude's Plan of Arrangement and Reorganization,
dated July 24, 2009, ordinary creditors will be entitled to vote
their Voting Claims at the Creditors' Meeting with respect of the
Plan.  Secured Lenders will be entitled to receive payment in
full of their Claims and will be deemed to have a Voting Claim in
the amount of the Lenders' Total Claim less $1450,000,000.
Noteholder Creditors will be deemed to have a Proven Claim as
calculated based on proven claims of the Noteholder Creditors
against the U.S. Debtors.

A full-text copy of SemCanada Crude's Plan is available for free
at http://bankrupt.com/misc/SemCanadaCrudePlan.pdf

(2) SemCAMS' Plan

SemCAMS' Plan of Arrangement and Reorganization, dated July 24,
2009, provides that Ordinary Creditors will be entitled to vote
on the Plan during the Creditors' Meeting.  Secured Lenders and
Noteholder Creditors will be deemed to have a Proven Claim as
calculated based on the proven claims of the Secured Lenders and
the Noteholder Creditors against the U.S. Debtors.

A full-text copy of the SemCAMS Plan is available for free
at http://bankrupt.com/misc/SemCAMsPlan.pdf

(3) SemCanada Energy Group Plan

The Consolidated Plan of Distribution affecting SemCanada Energy
Company, A.E. Sharp Ltd., and CEG Energy Options, Inc., dated
July 24, 2009, contemplates that Secured Lenders will be entitled
to receive payment in full and will be deemed to have a Voting
Claim in the amount of the Lenders' Total Claim less
$108,000,000.  Noteholder Creditors will be entitled to receive
distributions from the U.S. Debtors in accordance with the U.S.
Plan.  Ordinary Creditors will be entitled to vote on the
SemCanada Energy Group Plan during the Creditors' Meeting.

A full-text copy of the SemCanada Energy Group Plan is available
for free at http://bankrupt.com/misc/SemCanEnergyPlan.pdf

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Producers' Committee Object to Plan
------------------------------------------------
The Official Producers' Committee complains that SemGroup L.P. and
its affiliates' Second Amended Joint Plan of Reorganization fails
to satisfy the requirements of Section 1129(b) of the Bankruptcy
Code.

For one, the OPC points out, the Second Amended Plan does not
satisfy the requirements for cram-down of Producer Secured Claim
classes under Section 1129(b)(2)(A) in that the Plan:

  -- does not provide the indubitable equivalent of the claims
     to Producers;

  -- discriminates unfairly against those classes;

  -- provides no reserve for payment of the claims if they are
     ultimately allowed; and

  -- does not provide for the adequate protection of claims of
     Producers.

The OPC further alleges that the Second Amended Plan embodies an
impermissible gift from the Prepetition Lenders to unsecured
creditors.

Accordingly, the OPC asks the Court to deny confirmation of the
Second Amended Plan.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


STATION CASINOS: Has Agreement for FCP Use of Cash Collateral
-------------------------------------------------------------
Debtor Station Casinos, Inc., and its indirect wholly owned
subsidiary FCP PropCo, LLC, ask the Court to approve, on an
interim basis, an agreement for consensual use of cash collateral
for FCP PropCo in accordance with the terms of a stipulation for
adequate protection and use of cash collateral entered into by
SCI and FCP PropCo, and German American Capital Corporation and
JP Morgan Chase Bank, N.A., in their capacity as lenders under
Mortgage Loan Agreement and Deutsche Bank AG as swap counterparty
to FCP PropCo with respect to an interest rate swap agreement
expiring November 2012.

FCP PropCo owns certain real property on which SCI operates four
hotel and casinos.  FCP PropCo and SCI entered into a Master
Lease Agreement, as amended, under which SCI leases the real
property for the Leased Hotels from FCP PropCo.

Prior to the Petition Date, FCP PropCo entered into an Amended
and Restated Loan and Security Agreement with the Mortgage
Lenders, pursuant to which the Mortgage Lenders made loans and
other financial accommodations to PropCo.  The Leased Hotels, the
Master Lease, the rent due under the Master Lease, the cash
collateral, and certain other assets pledged, are pledge to the
Mortgage Lenders or to German American Capital, as the Collateral
Agent for the Mortgage Lenders, to secure the obligations due
under the Mortgage Loan Agreement.

Payments made by SCI to FCP PropCo are used to satisfy FCP
PropCo's obligations under the Master Loan Agreement and the
Swap, and to pay other operating expenses.

As of the Petition Date, the principal amount of $1.8 billion,
together with accrued and unpaid interest in an amount equal to
$1,271,958 was outstanding under the Mortgage Loan Agreement.

Under the Cash Collateral Stipulation, SCI will timely pay all
amounts due under the Master Lease, as well as perform all of its
obligations under the Master Lease.

FCP PropCo will be permitted to use Cash Collateral derived from
Master Lease payments for payments under the Mortgage Loan
Agreement and the associated Swap and the FCP PropCo operating
and reorganization expenses in accordance with the budget
attached to the Stipulation.

Each Mortgage Lender is entitled, pursuant to Sections 361, 362
and 363(e) of the Bankruptcy Code, to adequate protection of its
interest in the Collateral on account of FCP PropCo's use of the
Collateral and any other diminution in value for any reason
whatsoever.

Master Lease payments will be made to the account to which
payments were made prior to the Petition Date, until FCP PropCo
provides notice of a change in bank account information.  The
payments will be used only for:

  (a) a catch-up payment of all unpaid prepetition interest and
      fees payable including fees due under the Mortgage Loan
      Agreement;

  (b) monthly payments due, if any, under the Swap, excluding
      termination damages.

  (c) the payment of non-default rate interest due under the
      Mortgage Loan Payable in accordance with the terms of the
      Mortgage Loan Agreement;

  (d) all reasonable fees and expenses of the Mortgage Lenders
      to the extent due under the Mortgage Loan Agreement and
      Loan Documents, including professional fees of Sidney
      Austin LLP, Cadwalader Wickersham & Taft LLP, and Lionel
      Sawyer & Collins LLP, counsel to Mortgage Lenders, and
      Miller Buckfire & Co., financial advisor to the  Mortgage
      Lenders;

  (e) Boulder Station ground rent due, paid from funds impounded
      this purpose;

  (f) property taxes due on the Lease Hotels paid from funds
      impounded for this purpose, and insurance premiums due on
      the Leased Hotels paid from funds impounded for this
      purpose to the extent required under the Mortgage Loan
      Agreement;

  (g) FCP PropCo's reasonable ordinary course expenses of
      operation consistent with prepetition practice permitted
      under Mortgage Loan Agreement, including reasonable
      ordinary course professional fees and expenses;

  (h) compensation for and reasonable fees and expenses incurred
      by FCP PropCo's independent directors, including fees and
      cost of Gibson, Dunn & Crutcher, as attorneys, and FTI
      Consulting, as advisors, to the independent directors; and

  (i) FCP PropCo's expenses of reorganization consisting of
      trustee funds and court costs, if any, and the reasonable
      professional of Milbank Tweed, Hadley and McCloy and Lewis
      & Roca, as attorneys, Lazard as financial advisor, and if
      engaged by FCP PropCo as conflicts counsel, Gibson, Dunn &
      Crutcher, provided that the compensation for estate
      professionals will (i) be subject to the Budget and (ii)
      be subject to payment and allowance pursuant to the
      Bankruptcy Code.

The expenditures will be limited to the amounts set forth in the
Budget and will not be made after the earlier of (i) expiration
of the 13-week period in the Budget or (ii) a termination event.

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

The Mortgage Lenders and FCP PropCo may agree to the application
of any additional amounts in the CMBS Bank Account to reduce the
principal balance of the Mortgage Loan, and may implement the
payment application after notice and a hearing and further
approval by the Court.  All of the Cash Collateral will be
deposited and maintained at all times in the CMBS Bank Account or
other CMBS Mortgage Loan Accounts.

The parties agree that it is in their mutual best interest that
the status quo be maintained with respect to the Leased Hotels
and the Master Lease in accordance with the terms of the
stipulation.  SCI avers that the terms of the stipulation provide
a means to maintaining the status quo in the most efficient and
least disruptive manner possible.

The Court will convene a hearing to consider the approval of the
Stipulation on August 5, 2009, at 12:00 p.m.  The SCI and FCP
PropCo also ask the Court to schedule a final hearing on the
Motion on September 2, 2009, at 9:30 a.m., but in no event not
later than 30 days after the date of entry of the Interim Order.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Proposes to Honor Prepetition Insurance Dues
-------------------------------------------------------------
In connection with the operation of their businesses, Station
Casinos Inc. maintain workers' compensation, directors' and
officers' liability, and various other liability, property, and
automobile insurance programs through several different insurance
carriers, including, but not limited to insurance programs and
policies listed at http://bankrupt.com/misc/sciinsurance.pdf

The Insurance Programs include coverage for the benefit of the
Debtors and Station Casinos, Inc.'s non-debtor subsidiaries.
Prepetition, all costs associated with the Insurance Programs
were paid by SCI.  Majority of the coverages benefit, and cover
the risks of, the non-debtor subsidiaries.  Thus, the Debtors
anticipate that, postpetition, all costs associated with the
Insurance Programs, including coverages for the benefit of both
the Debtors and SCI's non-debtor subsidiaries, will be paid by
Past Enterprises, Inc., which is a wholly owned, non-debtor
subsidiary of SCI.

The Debtors anticipate that, postpetition, cash flow generated by
the non-debtor subsidiaries of SCI will generally be concentrated
into an account held by Past Enterprises.  The Debtors do not
intend to separate or allocate the cost of insurance coverages
between SCI and its non-debtor subsidiaries because procuring all
insurance coverages for the Station Group together creates
certain, material cost savings, and separating the procurement
process between the Debtors and the non-debtor subsidiaries would
be onerous, expensive and impracticable, Paul S. Aronzon, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles,
California, tells the Court.

The Debtors believe that they do not owe any amount under the
Insurance Programs as of the Petition Date.  The Debtors, by this
motion, seek the Court's authority to continue to pay amounts due
under the Insurance Programs.

The Debtors also seek the Court's authority to procure Insurance
Programs for the Station Group on the understanding that SCI's
non-debtor subsidiaries will pay all costs associated with those
Insurance Programs, including costs paid on behalf of the
Debtors, pending entry of the Final Order.

The Debtors employ an insurance broker, Cragin & Pike, Inc., to
assist with the procurement and negotiation of the terms of the
Insurance Programs, other than D&O Programs.  Cragin & Pike earns
a commission on each policy, which is part of the aggregate
premium amount of each policy.  The Debtors believe that, as of
the Petition Date, no amounts are owed to Cragin & Pike in
connection with their brokerage services.  Nevertheless, the
Debtors seek the Court's authority to pay in the ordinary course
of business any amounts owing to Cragin & Pike in connection with
their brokerage services that are payable as of the Petition Date
and amounts SCI's non-debtor subsidiaries fail to pay.

In connection with the Insurance Programs, SCI has entered into
financing arrangements with First Funding Corp. and Zurich
American Insurance Company to finance a portion of its insurance
premiums.  These arrangements allowed SCI to pay certain of its
insurance premiums in several installments over a period of time,
instead of in a single, large annual payment.  In connection with
the financing arrangement with First Funding Corp., SCI finances
approximately $4,253,194 in premiums.  In connection with the
financing arrangement with Zurich Financial Services, SCI
finances approximately $1,720,892 in premiums.  Prepetition, all
costs associated with the aforementioned financing arrangements
were paid by SCI.  As of the Petition Date, eight installments of
each of the financing arrangements with an aggregate value of
approximately $4,212,384 remain unpaid.  Postpetition, the
Debtors anticipate that all costs and expenses associated with
the insurance financing arrangements, including costs paid on
behalf of the Debtors, will be paid by SCI's non-debtor
subsidiaries.  Nevertheless, the Debtors seek the Court's
authority to pay in the ordinary course of business any amounts
owing in connection with the financing arrangements payable as of
the Petition Date and amounts SCI's non-debtor subsidiaries fail
to pay.

The Debtors also ask the Court to instruct their banks to honor,
process and pay, to the extent funds are available in their
accounts, any checks or wire transfer requests issued by the
Debtors with respect to their Prepetition Insurance Obligations,
pending entry of the Final Order.

                       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: Sec. 341 Meeting of Creditors on August 31
-----------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
the creditors of Stations Casinos, Inc., and its debtor
affiliates on August 31, 2009, at 1:00 p.m., at Room 2110, at C.
Clifton Young Federal Building and U.S. Courthouse 300 Booth
Street, in Reno, Nevada.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

The meeting may be continued or adjourned from time to time by
notice at the meeting, without further written notice to the
creditors.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STUART EDWARDS: Court Orders Conversion of Case to Chapter 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
ordered on July 28, 2009, the conversion of Stuart D. Edwards'
Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code.

The Court's decision was made after the Debtor's failure to serve
and file his monthly operating reports for the months of March,
April, May and June 2009 despite having been required by the Court
to do so no later than July 20, 2009.

Salinas, California-based Stuart D. Edwards, a.k.a. Stuart Denzil
Edwards filed for Chapter 11 protection on June 3, 2008 (Bankr.
N.D.Calif. No. 08-52920).  Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene, represents the Debtor as counsel.
The Debtor listed assets between $10 million and $50 million and
debts between $1 million and $10 million.


STUDIO THEATRE: Court Orders Conversion of Case to Chapter 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York, in
Buffalo, issued on July 22, 2009, an order converting Studio
Theatre School's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on June 26, 2009,
Diana G. Adams, U.S. Trustee for Region 2, said that the Debtor's
case should be converted to Chapter 7 of the Bankruptcy Code or,
in the alternative, dismissed for "cause".

The U.S. Trustee said that the Debtor has failed to file monthly
financial reports since the inception of its case and has also
failed to pay the quarterly fees due to the United States Trustee
for the quarter ended March 31, 2009.

The U.S. Trustee added the Debtor has no current business
operations to reorganize and has demonstrated an absence of a
reasonable likelihood of rehabilitation warranting dismissal or
conversion of its case pursuant to section 1112(b)(4)(A) of the
Bankruptcy Code.

Based in Buffalo, NY, Studio Theatre School is a not-for-profit
theater school and production company.  It filed for bankruptcy on
June 18, 2008 (Bankr. W.D.N.Y., Case No. 08-12680).  Garry M.
Graber, Esq., at Hodgson Russ LLP, represents the Debtor as
counsel.  When the Debtor filed for bankruptcy, it listed between
$1 million and $50 million each in assets and debts.


TROPICANA ENT: OpCo Entities Oppose LandCo Trademark Suit
---------------------------------------------------------
Tropicana Las Vegas, Inc., and Hotel Ramada of Nevada LLC have
asked the U.S. Bankruptcy Court for the District of Delaware to
confirm that a complaint for declaratory relief they initiated
with respect to "trademark issues" in the District
Court of Clark County, Nevada, is not subject to the automatic
stay under Section 362 of the Bankruptcy Code.  In the
alternative, the Tropicana Las Vegas Plaintiffs ask the
Bankruptcy Court to annul the automatic stay as to the Trademark
Action, to the extent it applies, as of July 10, 2009.

"The declaratory judgment action filed in the Nevada state court
on July 20, 2009 [or the Trademark Action] by non-debtors
Tropicana Las Vegas, Inc., and Hotel Ramada of Nevada, LLC,
blatantly violated the automatic stay," argues Lee E. Kaufman,
Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
who represents the OpCo Debtors, the group of reorganized
Tropicana entities owning casinos and resorts in Atlantic City,
New Jersey and Evansville, Indiana.  A group of Tropicana
entities, known as the LandCo Debtors, which own Tropicana casino
property in Las Vegas, have emerged from Chapter 11 via a separate
Chapter 11 plan.

The Tropicana Las Vegas Plaintiffs' actions are even less
tolerable because their Motion to avoid or annul the automatic
stay is groundless, Mr. Kaufman asserts.  The Tropicana
trademarks at issue, he maintains, are registered to an OpCo
Debtor in the United States Patent and Trademark Office and are
therefore, legally owned and controlled solely by the estates of
the OpCo Debtors on a nationwide basis.

Tropicana Entertainment LLC is the owner of the federal trademark
registrations for the "Tropicana" and "Trop" marks.  Tropicana
Entertainment obtained the Tropicana Marks through a valid
assignment dated September 12, 2007, from Aztar Corporation,
which assignment was publicly recorded at the U.S. Patent and
Trademake Office.  Aztar Corp., in turn, obtained the Tropicana
Marks through a valid assignment dated July 5, 1989, from Ramada,
Inc., the original registrant, which assignment was also publicly
recorded at the USPTO, Mr. Kaufman relates.

Tropicana Entertainment says it permitted the use of the
Tropicana Marks by certain subsidiaries, including the LandCo
Debtors, as intercompany licensees.  The Lanham Act specifically
permits intracompany use of a registrant's trademark, Mr. Kaufman
notes.  The Lanham Act also provides that the use by the related
company inures to the sole benefit of the registrant.  This means
that the intracompany licensee acquires no ownership rights or
continuing use rights in the mark itself by virtue of the
intracompany license, he clarifies.

The genesis of the present dispute is not any malfeasance on the
OpCo Debtors' part, Mr. Kaufman contends.  Instead, he says, it
is the apparent failure of Onex Corporation, the largest holder
of LandCo debt, now "equity," and now a part owner of the
Tropicana Las Vegas Plaintiffs, to review the OpCo and LandCo
Credit Facility Agreements or the LandCo Debtors' and OpCo
Debtors' schedules of assets and liabilities before purchasing
debt of the LandCo Debtors.

Had Onex paid attention to these plain statements of who owned
what, it would have understood then what the Lift Stay Motion now
concedes that the OpCo Debtors own the trademarks in question;
that the Tropicana Las Vegas Plaintiffs do not own the
trademarks; and that the Las Vegas property needs a license to
continue using the OpCo Debtors' trademarks, Mr. Kaufman points
out.

The Tropicana Las Vegas Plaintiffs' attempt to use the OpCo
Debtors' application for a trademark using the "Tropicana" name
as a pretext for their violation of the automatic stay is
transparent, Mr. Kaufman contends.  As the owner of the
trademarks at issue, the OpCo Debtors' application was neither
unlawful nor surprising, he tells the Bankruptcy Court.

Moreover, nothing in the OpCo Debtors' application evidences any
attempt to limit the Tropicana Las Vegas Plaintiffs' use of the
trademarks.  The Lift Stay Motion should be denied and the
Trademark Action should be voided ab initio, Mr. Kaufman asserts.

In a separate filing, the OpCo Debtors ask the Bankruptcy Court
to enforce the automatic stay or in the alternative, enjoin the
Trademark Action pursuant to Section 959(a) of the Judiciary and
Judicial Procedures Code or Section 105(a) of the Bankruptcy
Code.

Mr. Kaufman reiterates that the Tropicana Las Vegas Plaintiffs'
Lift Stay Motion violated the automatic stay.  He argues that the
Tropicana Las Vegas Plaintiffs:

  -- knew the defendants in the Trademark Action are debtors
     and that their filing, for which they did not seek prior
     permission from the Bankruptcy Court, was inappropriate;

  -- knew that by not first seeking and obtaining Bankruptcy
     Court approval to file their Trademark Action, they would
     force the OpCo Debtors to immediately begin spending
     financial and management resources to respond to the
     complaint in a timely fashion; and

  -- that their unauthorized filing of the Trademark Action
     requires the OpCo Debtors to file a responsive pleading in
     the Nevada Court before the Bankruptcy Court is scheduled
     to hear the Lift Stay Motion on August 12, 2009, which, in
     turn, requires the OpCo Debtors to seek emergency relief to
     enforce the automatic stay.

Section 959(a) states that "debtors in possession, may be sued,
without leave of the court appointing them, with respect to any
of their acts or transactions in carrying on business connection
with such property . . . ."  The Trademark Action does not fall
within Section 959(a)'s exception to the automatic stay, Mr.
Kaufman emphasizes.

In this light, he points out that the Trademark Action does not
arise from the postpetition conduct of the OpCo Debtors, but
rather arises from alleged prepetition "promises" made in the
January 3, 2007 LandCo Credit Facility.  And because the
Trademark Action arose prepetition and in any event, does not
arise from any tortious or wrongful act of  the OpCo Dbetors, the
Action does not arise from the OpCo Debtors' tortious conduct in
carrying on their business, Mr. Kaufman says.

Moreover, the Tropicana Las Vegas Plaintiffs have failed to show
any prejudice resulting from the automatic stay and they are
highly unlikely to prevail on the merits of the Trademark Action,
Mr. Kaufman tells the Bankruptcy Court.

In the event the Bankruptcy Court finds that the automatic stay
does not apply to the Trademark Action, it should still enjoin
the Trademark Action as the Action will impede the OpCo Debtors'
successful emergence from Chapter 11 and will not result in
prejudice to the Tropicana Las Vegas Plaintiffs, Mr. Kaufman
asserts.

The OpCo Debtors also seek an award of damages, including actual
damages and punitive damages, in an amount to be proven at an
evidentiary hearing.

The OpCo Debtors have suffered actual, recoverable damages as a
result of the Tropicana Las Vegas Plaintiffs' violation of the
automatic stay, Mr. Kaufman emphasizes.  By filing the Trademark
Action, the Tropicana Las Vegas Plaintiffs forced the OpCo
Debtors to immediately begin spending financial and management
resources to respond to the complaint in a timely fashion, he
points out.

In another filing, the OpCo Debtors ask the Court to (i) permit
the Tropicana Las Vegas Plaintiffs' Lift Stay Motion to be heard
on August 5 or 6, 2009; and (ii) establish the objection deadline
for the Lift Stay Motion and the OpCo Debtors' Enforcement Motion
as August 4, 2009.  The OpCo Debtors intend to provide notice of
the Enforcement Motion by overnight mail to the notice parties.

                         Trademark Dispute

Tropicana LV is owned by newly formed Tropicana Las Vegas
Intermediate Holdings, Inc., and ultimately by newly formed
Tropicana Hotel and Casino, Inc., the shareholders of which are
the former secured lenders to the LandCo Debtors.  Newly formed
Tropicana LV is the entity that acquired substantially all of the
LandCo Debtors' assets pursuant to the LandCo Plan, including the
historic Tropicana Las Vegas Resort and Casino.  The LandCo Plan
was confirmed on May 5, 2009, and became effective July 1, 2009.
Hotel Ramada of Nevada is a reorganized Debtor.

In the months before the confirmation of the LandCo Plan, the
OpCo Debtors took the position that the LandCo Debtors had no
rights to the use of the name "Tropicana" in connection with the
Las Vegas casino that has been known as the "Tropicana" since its
inception in 1957, Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, relates.
Notwithstanding the fact that the LandCo Debtors and their
predecessors had never before paid any royalty to use the name
they originated on the property they developed, the OpCo Debtors
asserted that the acquirer of the Tropicana Las Vegas casino
under the LandCo Plan would have to pay an exorbitant royalty or
cease using the name after confirmation, Mr. Brady points out.

Subsequently, the lenders whose claims were secured by liens on
the Tropicana Las Vegas casino -- who had been promised that
their collateral included all rights necessary to operate the
business of the Tropicana Las Vegas as it was being conducted --
took issue with the OpCo Debtors' assertions and sought to
terminate plan exclusivity in order to pursue a plan that would
not give away rights to the Tropicana name.  A compromise was
ultimately struck, with the LandCo and OpCo constituencies
agreeing to postpone disputes over the trademark issues until the
post-bankruptcy period.  A full reservation of rights was added
to both the LandCo and OpCo Plans, Mr. Brady notes.

After taking possession of the LandCo Assets, the new owners of
the Tropicana Las Vegas casino discovered that just two weeks
before the LandCo Plan was declared effective, OpCo Debtor
Tropicana Entertainment Holdings LLC had filed applications with
the United States Patent and Trademark Office to register the
logo and trademark "The Trop Las Vegas | Est. 1957" in favor of
the OpCo Debtors.  The application was an "intent to use"
application, requiring the OpCo Debtors to certify that they have
a bona fide intent to use the mark in commerce, according to Mr.
Brady.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

In April 2009, the Bankruptcy Court approved separate Chapter 11
plans for form two groups: one comprised of Tropicana's assets
outside of Las Vegas -- OpCo -- and the other made up solely of
the Tropicana Casino & Resort on the Las Vegas Strip -- LandCo.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Adamar of NJ Wants Plan Deadline Moved to Dec. 25
----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Adamar of New
Jersey, Inc., doing business as Tropicana Casino and Resort, and
its affiliate, Manchester Mall, Inc., ask the U.S. Bankruptcy
Court for the District of New Jersey to extend their exclusive
period to file a plan of reorganization through December 25, 2009,
and their exclusive period to solicit acceptances of that plan
through February 23, 2010.

Under Section 1121, a debtor-in-possession has the exclusive
right to file a plan of reorganization for the 120-day period
after the commencement of a Chapter 11 petition, and to solicit
acceptances for that paln for the 180-day period from the date of
its bankruptcy petition.  The New Jersey Debtors' Exclusive Plan
Proposal Period will expire on August 27, 2009, and their
Exclusive Solicitation Period will expire on October 26, 2009.

During the first three months of their Chapter 11 cases, the New
Jersey Debtors have focused primarily on the sale of all or
substantially all their assets as a going concern and receiving
approval from the Court of bidding procedures, a "stalking horse"
credit bid asset purchase agreement, and the assumption and
assignment of related executory contracts, unexpired leases and
collective bargaining agreements, pursuant to Sections 363, 365
and 1113 of the Bankruptcy Code, Ilana Volkov, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New
Jersey, relates.  The New Jersey Debtors also spent significant
time addressing issues related to the assumption and assignment
of the Acquired Contracts and related cure amounts.

The Court approved the Asset Sale and the related APA on June 12,
2009.  Given the complexity of the New Jersey Debtors' business,
which operates in a highly regulated industry, the sale process
has proceeded in a manner and pace different than traditional
Chapter 11 asset sales, according to Ms. Volkov.

Among other things, the APA contemplates designation of the Buyer
only after certain approvals are obtained from the New Jersey
Casino Control Commission, and the Buyer receives the necessary
regulatory approvals and licensing for operating a casino in New
Jersey before the sale transaction closing.  To that end, a
petition was filed with the NJ Commission for a determination as
to the organizational structure of the Buyer, and a hearing on
that petition took place on July 27, 2009.  The New Jersey
Debtors reasonably believe the NJ Commission will rule on the
petition on or about August 14, 2009.  The licensing process
could take up to 120 days by statute following the NJ
Commission's ruling on the organizational structure of the Buyer,
Ms. Volkov relates.

Ms. Volkov further asserts that an extension of the NJ Debtors'
Exclusivity Periods is warranted for these reasons:

  (a) The New Jersey Debtors' Chapter 11 cases are sufficiently
      large and complex and they operate in a heavily regulated
      industry.  Thus, the sheer size and complexity of the New
      Jersey Debtors make the sale of substantially all their
      assets exceedingly, intricate, complicated, and time
      consuming; and

  (b) Conclusion of the sale process will not occur before the
      current Exclusivity Periods expire.  Because the New
      Jersey Debtors have focused primarily on the sale process,
      and not thoroughly on the conclusion of their Chapter 11
      cases following the eventual closing, they require
      additional time to examine all potential exit
      alternatives.

The New Jersey Debtors aver that they have been and continue to
pay all their postpetition debts as they become due.  The New
Jersey Debtors also believe that they have sufficient liquidity
under the existing cash collateral arrangement to operate in the
ordinary course of business.

Ms. Volkov assures the Court that the New Jersey Debtors are not
seeking an extension of the Exclusivity Periods to delay
creditors.  The New Jersey Debtors are aware of the need to
involve all parties-in-interest in these cases.  The New Jersey
Debtors and their professionals consistently have conferred with
the United States Trustee and other parties-in-interest on all
major substantive and administrative matters in these cases, and
will continue to do so going forward, she says.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Adamar Asks 90-Day Extension for Lease Decisions
---------------------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, Manchester Mall, Inc., ask the
Bankruptcy Court to extend for 90 days the time by which they must
assume or reject their unexpired leases of non-residential real
property pursuant to Section 365(d)(4) of the Bankruptcy Code.

According to Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, P.A., in Hackensack, New Jersey, since the Petition
Date, the New Jersey Debtors have been conducting their
operations from premises subject to certain unexpired non-
residential real property leases, which include several parcels
of land, a garage, two warehouses, and a parking lot.  The New
Jersey Debtors' current deadline to assume or reject the
Unexpired Leases is August 27, 2009.

A list of the 10 Unexpired Leases is available for free at:

  http://bankrupt.com/misc/TropiA_1stMotnExtUnexpiredLeases.pdf

The New Jersey Debtors have not included several billboard leases
in which they are lessees because they do not believe these
qualify as "non-residential real property leases" under Section
365(d)(4).  To the extent the Court deems otherwise, the New
Jersey Debtors also seek to extend for 90 days the time within
which they must assume or reject the Billboard Leases.

Pursuant to Section 365(d)(4)(A), a debtor must determine
whether to assume or reject unexpired leases within 120 days
after the Petition Date, or within an additional time as the
Court fixes or the Leases are automatically deemed rejected.
Section 365(d)(4) also provides that the Court may extend the
lease decision period prior to the expiration of the 120-day
period for 90 days on a debtor's motion for cause.

The New Jersey Debtors assert that during the first three months
of their Chapter 11 cases, they focused primarily on issues
related to the sale of all or substantially all their assets as a
going concern and receiving approval from the Court of bidding
procedures and the "stalking horse" Asset Purchase Agreement.
They also spent significant time addressing issues related to
finalization of contracts to be acquired in connection with the
Asset Sale.  The Court approved the APA and Sale on June 12,
2009.  Closing on the APA is anticipated to occur in late 2009.

Ms. Volkov asserts that an extension of the New Jersey Debtors'
lease decision period should be granted for these reasons:

  (a) The Unexpired Leases represent important assets of the New
      Jersey Debtors' estates because they enable the New
      Jersey Debtors to conduct their operations on the premises
      covered by the leases;

  (b) Absent the ability to maintain these leasehold interests
      pending a decision to assume or reject them the New Jersey
      Debtors could not continue to run their business
      operations and generate revenue;

  (c) The New Jersey Debtors have large and complicated cases.
      They operate in a heavily regulated industry, employ over
      3,400 people, have a large capital and debt structure, and
      generate significant revenue that exceeds $350,000,000 on
      an annual basis.

If the requested extension is not granted, the New Jersey Debtors
will be compelled either to assume, in some instances, large
long-term liabilities, or forfeit leases before August 27, 2009,
several months in advance of the anticipated Closing.  This
creates an untenable predicament for the New Jersey Debtors, Ms.
Volkov tells the Court.

"On the one hand, the New Jersey Debtors will expose themselves
to substantial and unnecessary administrative expense claims
should they be compelled to assume the Unexpired Leases by
August 27, 2009, and the Closing does not occur," Ms. Volkov
points out.  "On the other hand, the New Jersey Debtors may
jeopardize the Closing should the Unexpired Leases, which the
Buyer later decides are necessary to operate and preserve the
going concern value of its business, be deemed rejected
automatically by statute."

As required by Section 365(d)(3), the New Jersey Debtors say they
remain current on all known and undisputed postpetition
obligations under each of the Unexpired Leases.  The New Jersey
Debtors intend to make all postpetition rent payments through the
date the Unexpired Leases are assumed or rejected, as the case
may be.  Accordingly, the New Jersey Debtors' landlords will not
be prejudiced by the requested extension, Ms. Volkov assures the
Court.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Sr. Sub. Noteholders Want Professionals' Fees Paid
-----------------------------------------------------------------
Pursuant to Sections 503(b)(3)(D) and (b)(4) of the Bankruptcy
Code and Rule 2016 of the Federal Rules of Bankruptcy Procedure,
the members of the former Ad Hoc Consortium of Senior
Subordinated Noteholders seek the allowance of fees for
professional services rendered and reimbursement of allowable
expenses incurred in connection with its proposal to have a
Chapter 11 trustee appointed in Tropicana Entertainment LLC's
Chapter 11 cases.

The Consortium seek the allowance of an administrative expense
claim, aggregating $2,434,474.  The professional fees amount to
$2,188,995, and expenses incurred total $245,479.

The Consortium, in prosecuting the Trustee Motion, provided a
textbook substantial contribution in these Chapter 11 cases,
David B. Stratton, Esq., in Pepper Hamilton LLP, in Wilmington,
Delaware, asserts.

The Debtors were essentially forced into Chapter 11 after William
J. Yung, III, as chairman, chief executive officer, and sole
shareholder of the Debtors, "came close to destroying the
Debtors' prospects for continuing as a going concern through his
reckless and grossly misguided management decisions," Mr.
Stratton notes.  Acordingly, the Consortium filed and prosecuted
the Trustee Motion because Mr. Yung's continued role in
management, his record of failure managing the estates' assets,
the punitive actions from state regulators brought on the company
entirely due to his management errors and poor judgment, and his
refusal to voluntarily resign from the Board exposed the the
Debtors' estates and their creditors to further damage and placed
the Debtors' reorganization in jeopardy, Mr. Stratton contends.

The Consortium maintains that Mr. Yung's history of animosity
with his creditor constituents, including the Noteholders, left
him ill-suited to handle commercially reasonable restructuring
negotiations on the Debtors' behalf.  Mr. Stratton points out
that the Consortium's efforts were supported by the major
creditor constituents, including the Official Committee of
Unsecured Creditors and the Steering Committee of Senior Secured
Lenders.  The Debtors and Mr. Yung opposed the Trustee Motion.

The Trustee Motion was ultimately resolved after the first day of
trial, through a settlement under which Mr. Yung agreed to resign
from the Boards of each of the Debtors and further agreed to
grant an irrevocable voting proxy to the new Board with respect
to his equity interests in the Debtors.  The settlement paved the
way for the Debtors to pursue a restructuring free of the "taint"
of Mr. Yung and without the threat of further erosion of value or
further adverse regulatory action, Mr. Stratton says.

Following the settlement, operations stabilized,the Debtors
formulated and negotiated Chapter 11 plans with their creditors,
and obtained confirmation of those plans in May 2009.  They are
also on the precipice of getting relicensed in Indiana, which
will allow them to regain control of the Casino Aztar Evansville,
one of their most lucrative assets, according to Mr. Stratton.

Finally, the secured lenders that acquired the Tropicana Atlantic
City casino are well on their way to bringing that casino back
under the control of the Reorganized Debtors -- an unthinkable
occurrence at the commencement of these cases.

Against this backdrop, Mr. Stratton asserts that "without the
efforts of the Consortium's efforts leading to the Trustee Motion
settlement, the Debtors and creditors realizing value under the
Chapter 11 plans may never have seen this day."

Indeed, in the settlement documents, the Debtors expressly
acknowledged that the Consortium made a substantial contribution
to their estates through its efforts.  Accordingly, the
professional fees and expenses of the Consortium incurred in
connection with the Trustee Motion should be paid as an allowed
administrative expense claim under Section 503(b).

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TVI CORP: Plan Filing Period Extended to August 31
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
extended TVI Corporation, et al.'s exclusive period to file a
plan until August 31, 2009, and their exclusive period to solicit
acceptances thereof to October 30, 2009.

As reported in the TCR on July 21, 2009, the Debtors said that
Houlihan Smith & Company still has to commence its valuation of
their business.

The Debtors added that they will also need time to finalize
negotiations with their lender Branch Banking & Trust Co. and the
official committee of unsecured creditors and to draft and file
the plan and disclosure statement.

As reported in the TCR on August 4, 2009, the Debtors have entered
into an amendment to their debtor-in-possession credit agreement
with Branch Banking and Trust.  The amendment extends the
milestones to be achieved by the Debtors.  The amendment stated
that the Debtors would:

   a) deliver to the Lender a draft disclosure statement and plan
      of reorganization on or before July 31, 2009; and

   b) file a disclosure statement and a plan of reorganization
      with the Bankruptcy Court, which disclosure statement and
      plan will be acceptable to the Lender in all respects in its
      sole and absolute discretion, on or before Aug. 14, 2009.

                       About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No.
09-15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Alan M. Grochal, Esq.,
and Maria Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg,
serve as counsel to the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


UNISYS CORPORATION: Moody's Confirms Corp. Family Rating at 'B3'
----------------------------------------------------------------
Moody's Investors Service confirmed Unisys Corporation's corporate
family rating of B3 and revised the probability of default rating
to B3/LD from Ca following the completion of the debt exchange
offer this week.  Moody's also assigned Ba3 ratings on the new
12.75 % Senior Secured Notes due 2014 and 14.25% Senior Secured
Notes due 2015.  In addition, Moody's raised the company's
Speculative Grade Liquidity Rating to SGL-2 from SGL-3.  The
rating actions conclude the review for possible downgrade
initiated on April 30, 2009.  The rating outlook is stable.

The B3/LD PDR reflects the limited default which has occurred
following completion of the previously announced private debt
exchange offer for its senior notes.  The PDR will revert back to
B3 and the /LD designation will be removed in approximately 3
business days, consistent with Moody's practice for such deemed
distressed exchange transactions.

The rating actions reflect the company's improved liquidity
following its successful refinancing of the $300 million 6.875%
Senior Notes due March 2010, of which $235 million was exchanged
for new 2014 Secured Notes, leaving a residual balance of a
relatively modest $65 million.  In addition, as part of the same
debt exchange process, approximately $330 million of the
$400 million 8% Senior Notes due 2012 have been exchanged for new
2014 and 2015 Secured Notes.  No other debt is currently due prior
to 2014.

Unisys's B3 CFR reflects the company's modest size relative to
much larger competitors with greater financial resources and more
efficient labor resources (i.e., greater offshore mix), high
financial leverage as measured by free cash flow-to-debt,
continued restructuring activities to reduce its cost structure to
align with declining revenues, and notably recent significant rise
in unfunded pension obligations (in excess of $1 billion).  The
rating is supported by the company's geographic and business
diversity, including a solid presence in the U.S. government and
public sector, which has helped the company mitigate its exposure
to the business downturn within key commercial markets including
U.S. financial institutions.  The rating is also supported by the
company's sizable cash balance of $475 million.

The stable outlook reflects not only the company's strengthened
liquidity following the debt exchange, but also its improving
performance (e.g., the company reported net income of $38 million
for the quarter ended June 30, 2009, and cash usage approaching
break-even levels) in a challenging economic environment.  Moody's
expects that Unisys will generate free cash flow during the second
half of 2009 as a result of its stable U.S. federal government
business and continued realization of the benefits from
significant restructuring actions.  Although management has stated
that no cash contributions are required for its U.S. qualified
defined benefit pension plan in 2009 and 2010, the continued
existence of a significantly unfunded obligation and/or further
deterioration in the value of the company's pension plan assets
could strain liquidity and adversely affect ratings in future
periods.

Ratings confirmed / assessments revised:

* Corporate Family Rating of B3;

* $300 million 6.875% Senior Unsecured Notes due 2010 ($65 million
  outstanding) of Caa1 (LGD 5, 72% from LGD 4, 63%)

* $400 million 8% Senior Unsecured Notes due 2012 ($68 million
  outstanding) of Caa1 (LGD 5, 72% from LGD 4, 63%)

* $150 million 8.5% Senior Unsecured Notes due 2015 ($16 million
  outstanding) of Caa1 (LGD 5, 72% from LGD 4, 63%)

* $210 million 12.5% Senior Unsecured Notes due 2016 ($150 million
  outstanding) of Caa1 (LGD 5, 72% from LGD 4, 63%)

Ratings changed:

* Probability-of-default rating revised to B3/LD from Ca

* Speculative Grade Liquidity (SGL) rating upgraded to SGL-2 from
  SGL-3

Ratings / assessments assigned:

* $385 million 12.75% Senior Secured Notes due 2014 of Ba3 (LGD 1,
  4%)

* $246 million 14.25% Senior Secured Notes due 2015 of Ba3 (LGD 2,
  14%)

The last rating action was taken on April 30, 2009, when Moody's
downgraded Unisys' PDR to Ca from B3 following the announcement
that the company had commenced a private offer to exchange its
senior unsecured notes.  In addition, Moody's placed all ratings
(including the B3 corporate family rating) under review for
possible downgrade pending the completion of the debt exchange
process.

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation, with
revenues of $4.8 billion for the twelve months ended June 30,
2009, provides I/T services and technology hardware to commercial
and governmental clients worldwide.


UNISYS CORPORATION: Fitch Downgrades Issuer Default Rating to 'RD'
------------------------------------------------------------------
Fitch Ratings has downgraded Unisys Corporation's Issuer Default
Rating to 'RD' from 'C' following the completion of the company's
exchange offer on July 28, 2009, which Fitch views as a coercive
debt exchange, and therefore a default.

Subsequently, Fitch has taken these rating actions:

  -- IDR to 'B' from 'RD';

  -- New first and second lien senior secured notes issued in
     conjunction with the CDE rated 'BB/RR1' and 'BB-/RR2',
     respectively;

  -- Senior unsecured notes to 'B-/RR5' from 'C/RR4';

  -- Secured credit facility rating of 'B-/RR1' withdrawn as the
     facility expired as expected and was not renewed.

The Rating Outlook is Negative as Fitch believes Unisys will
continue to be subject to revenue pressures, deteriorating credit
protection measures and a disadvantaged competitive position due
to lower financial flexibility and a significantly smaller
offshore presence required to effectively compete in the
commercial marketplace.

Fitch's actions affect approximately $931 million of total
outstanding debt post the CDE.

Unisys' ratings reflect:

  -- Improved, but still weak, pro forma liquidity position due to
     a significant reduction in near-term debt maturities
     following the CDE as debt maturities in 2010 decline to
     approximately $65 million from $300 million and in 2012 to
     $68 million from $400 million.  However, this is partially
     offset by a $30 million cash payment to the 2010 bondholders
     participating in the CDE and a 23% increase in pro forma
     interest expense to $114 million.  Fitch estimates Unisys'
     weighted average coupon rate under the new debt structure is
     12%, or 330 basis points greater than the existing rate of
     8.6%.

  -- Significant cost reductions in excess of Fitch's expectations
     resulting in improving profitability, despite a nearly 16%
     revenue decline in the first half of 2009.

  -- Continued negative free cash flow due most recently to
     ongoing restructuring activities.  Excluding cash
     restructuring payments, the company generated positive free
     cash flow of $145 million in the latest 12 months (LTM) ended
     June 30, 2009.  Fitch believes continued cash restructuring
     payments for severance, increasing pension contributions and
     weak new order trends due in part to challenging global
     economic conditions will continue to pressure the company's
     ability to generate meaningfully positive free cash flow in
     the near-term.  Fitch expects free cash flow of
     $0-$20 million in 2009 compared with usage of nearly
     $40 million in 2008 due entirely to significant cost
     reductions and lower capital expenditures as new orders and
     revenue trends remain weak.

  -- Increasing legally mandated cash pension contributions to
     Unisys' worldwide defined benefit (DB) pension plan following
     negative double-digit investment returns on pension assets in
     2008 amid weak financial markets.

  -- Continued significant revenue from consulting and systems
     integration services (34% of revenue in LTM ended June 30,
     2009), servers (10%), and the financial services industry
     (29% in 2008), all of which have experienced materially
     lower demand in the global economic downturn.

Fitch expects Unisys' liquidity profile to remain weak, supported
primarily by the company's $475 million cash position as of
June 30, 2009, given the as expected expiration of its
$275 million revolving credit facility on May 31, 2009 and minimal
expectations for meaningfully positive free cash flow in 2009
amidst the global economic downturn.  Furthermore, Unisys has a
$150 million accounts receivable securitization facility expiring
in May 2011 with $30 million of availability at March 31, 2009,
assuming sufficient eligible receivables.  The facility includes a
material adverse change clause, change of control provision, cross
default ($25 million), minimum fixed-charge coverage ratio and
maintenance of certain ratios related to the sold receivables.
The facility is subject to termination on Feb. 28, 2010 if the
company fails to refinance or extend the maturity date of the
6.875% senior notes due 2010 beyond May 16, 2011.

As of year-end 2008, Unisys' DB plans in the United States and
internationally were underfunded by $1.2 billion and $178 million,
respectively.  The company has contributed approximately
$78 million annually to its worldwide DB plans since 2006, the
vast majority for international plans.  Despite a materially
underfunded U.S. DB plan, the company is not legally required to
contribute to the U.S. plan in 2009 and 2010.  However, Unisys
expects the required cash contribution, primarily for
international plans, to increase to approximately $100 million in
2009 with incremental contributions potentially required for the
U.S. plan starting in 2011, the amount of which is primarily
contingent upon the financial markets and ultimate return on U.S.
pension assets.

Approximately $760 million, or nearly 72%, of the total principal
value of unsecured notes outstanding were tendered in the CDE.  In
terms of maturities, approximately 78%, 83%, 89% and 28% of the
existing unsecured notes due 2010, 2012, 2015 and 2016,
respectively, were tendered in the exchange, resulting in 12%
reduction in total debt outstanding.

Unisys' debt structure pro forma for the exchange is:

  -- $65 million of 6.875% senior unsecured notes due 2010, down
     from $300 million pre-CDE;

  -- $68 million of 8% senior unsecured notes due 2012, down from
     $400 million pre-CDE;

  -- $385 million of new 12.75% first lien senior secured notes
     due 2014;

  -- $247 million of new 14.25% second lien senior secured notes
     due 2015;

  -- $16 million of 8.5% senior unsecured notes due 2015, down
     from $150 million pre-CDE;

  -- $151 million of 12.5% senior unsecured notes due 2016, down
     from $210 million pre-CDE.

The first lien notes and second lien notes are secured by first-
priority liens and second-priority liens, respectively, by
substantially all of the Unisys' assets, except (i) accounts
receivable that are subject to one or more receivables facilities
(ii) cash or cash equivalents securing reimbursement obligations
under letters of credit or surety bonds (iii) non U.S.-based real
estate and (iv) certain other excluded assets.

The Recovery Ratings for Unisys reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Unisys enterprise value, and hence recovery rates for
its creditors, will be maximized in a restructuring (going
concern) rather than liquidation scenario.  In deriving a
distressed enterprise value, Fitch applies a 32% discount to
Unisys' LTM adjusted operating EBITDA, equating to a fixed charge
ratio of 1 times (x) after the inclusion of $100 million of cash
pension expense and $50 million of recurring cash restructuring
expense.  Fitch applies a 3x distressed EBITDA multiple in
deriving the distressed enterprise value.  As a result, Fitch
assigns a 'RR1' to the first lien and a 'RR2' to the second lien
secured notes, reflecting an expected recovery of 90%-100% and
70%-90%, respectively, in the event of default.  The senior
unsecured notes are assigned a 'RR5', given Fitch's expectations
for below average recovery prospects of 10%-30%, given the
unsecured notes subordinate ranking in the debt structure.


UNISYS CORP: S&P Downgrades Corporate Credit Rating to 'SD'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Blue Bell, Pennsylvania-based Unisys Corp. to
'SD' (selective default) from 'CC', and removed the ratings from
CreditWatch, where they were placed with negative implications on
July 6, 2009.  S&P also lowered the issue-level ratings on the
company's senior unsecured notes due October 2015 and January 2016
to 'D' from 'CC'.  In addition, S&P affirmed the 'B' rating on the
company's senior unsecured notes due 2010 (approximately
$64.9 million outstanding) and due 2012 (approximately $68.0
million outstanding).

The rating actions follow the closing of Unisys' June 30, 2009,
private offer to bondholders.  All of the company's senior
unsecured noteholders participated in the exchange to some degree.

"The 'SD' rating reflects its view that the exchange of the
October 2015 and January 2016 notes transaction was a distressed
offer that was tantamount to default," said Standard & Poor's
credit analyst Martha Toll-Reed.  Based on the outcome of the
offer, whereby approximately $760 million of debt was exchanged
for an aggregate of approximately $632 million face amount of new
first- and second-lien secured debt, S&P expects to raise its
corporate credit rating on Unisys to 'B', with a stable outlook,
before August 7, 2009.

While the exchange reduced the company's March 2010 debt maturity
to about $65 million (from $300 million), removing a rating
concern on the exchange, it did not materially improve the
company's total adjusted debt level.  Pro forma debt to EBITDA as
of June 30, 2009, remains high at more than 6.5x.  S&P expects
notching on the senior unsecured ratings to remain unchanged,
despite a likely revision in the recovery rating to '4' from '3'.
The '4 recovery rating indicates average (30%-50%) recovery in the
event of a payment default, reflecting the addition of secured
debt in the capital structure.


US ORE CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: US Ore, Corp.
        2727 De Anza Rd. SD13
        Pacific Beach, CA 92109

Bankruptcy Case No.: 09-20736

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: (307) 637-0212
                  Email: attypaulhunter@prodigy.net

Total Assets: $104,130

Total Debts: $2,525,974

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/wyb09-20736.pdf

The petition was signed by Jack Wasson, president of the Company.


VALASSIS COMMUNICATIONS: S&P Gives Stable Outlook; Keeps B Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for
Livonia, Michigan-based media and marketing services company,
Valassis Communications Inc., to stable from negative.  At the
same time, S&P affirmed the 'B' corporate credit rating and all
other ratings for Valassis.

"The outlook revision to stable from negative reflects Valassis'
better-than-expected operating performance in the first half of
2009 and S&P's expectation for continued good performance for the
remainder of the year," said Standard & Poor's credit analyst Liz
Fairbanks.

While revenue in the first half of 2009 performed close to S&P's
previous expectations, the company successfully offset the 8%
total revenue decline through cost-cutting measures, resulting in
EBITDA that was flat with the previous year.  S&P's previous
negative outlook incorporated the expectation that EBITDA could
decline by around 20% for the full year.  S&P now believes
Valassis could grow EBITDA in 2009 in the mid- to high-single-
digit percentage area, since second half year-over-year
comparisons get easier.

Through the first six months of 2009, Valassis repaid about
$109 million of outstanding debt balances.  S&P's measure of total
debt to EBITDA, adjusted for operating leases and noncash stock
compensation, was about 5.5x at June 2009, down from 6.0x at
December 2008.  S&P expects this measure to be in the low 5x-area
at the end of 2009.

Throughout the current recession, Valassis' business segments have
demonstrated significant volatility.  The company experienced a
precipitous drop in EBITDA of 51% in the third quarter of last
year, resulting primarily from a 33% decline in shared mail
EBITDA.  Following the drop in EBITDA, management announced
several cost-cutting measures, including a $15 million reduction
in headcount; a $10 million reduction in other selling, general,
and administrative (SG&A) expenses; and $26 million savings
related to production costs (primarily paper costs).  In addition,
the company expected to yield about $6.5 million in cost savings
from shutting down underperforming business segments, including
its operations in France, which were sold in the third quarter of
2008 for about $3.6 million.   Since that time, management expects
to save an additional $20 - $25 million through cost-cutting
measures in 2009.  S&P expects that revenue will decline in the
high single digits area in 2009 and that management will offset
this decline through the aforementioned cost-cutting actions.

On July 23, 2009, a Michigan jury ordered competitor, News
America, a subsidiary of News Corp. (BBB+/Stable/--), to pay
Valassis $300 million in damages relating to unfair business
practices and tortious interference.  News America announced that
it would appeal the decision.  The outcome of the appeal and
timing of receipt of proceeds from the ruling are uncertain at
this time.  Thus, S&P has not factored the receipt of these
proceeds into S&P's current ratings, although if such amount (net
of taxes) was used to permanently reduce debt, S&P would clearly
view this favorably.  Valassis is pursuing two additional suits
against News America, one in a Michigan federal court and one in a
California state court.

Valassis' EBITDA margin was about 11% in the first half of 2009,
up from about 9% in fiscal year 2008.  Pro forma for a full year
of its shared mail division (formerly ADVO), the company's EBITDA
margin was about 10% in the 12 months ended December 2007, down
from 11% in 2006 and 15% in 2005.  The shared mail division has
historically produced lower margins than the company's legacy
businesses.


VISTEON CORP: Amended Application Hikes FTI Fees
------------------------------------------------
The Official Committee of Unsecured Creditors in Visteon Corp.'s
cases made changes to the terms of FTI Consulting, Inc.'s proposed
compensation package.  Subject to the Court's approval, FTI will
seek payment of fees for services rendered on a fixed monthly
basis of $250,000 per month for the first three months, $225,000
for the fourth month, and $200,000 per month thereafter, and a
completion fee of $1,500,000.

As originally proposed by the Committee, the Debtors will pay FTI
a monthly fee of $250,000 for the first three months and $175,000
thereafter and a completion fee of $1,500,000.  The Debtors will
also reimburse FTI for actual and necessary expense.

In addition, the Debtors will pay FTI in accordance with its
standard hourly rates for any services related to the
investigation of any litigation pertaining to prior transactions
between Ford Motor Company and the Debtors.  FTI's customary
rates are:

     Professional                        Rate/Hour
     ------------                        ---------
     Senior Managing Directors           $710-$825
     Directors/Managing Directors        $520-$685
     Consultants/Senior Consultants      $255-$480
     Paraprofessionals                   $105-$210

The Creditors Committee proposes to hire FTI Consulting as its
restructuring and financial advisor, nunc pro tunc to June 10,
2009.  As restructuring and financial advisors to the Committee,
FTI will:

  (a) assist with the assessment and monitoring of the Debtors'
      short-term cash flow, liquidity, prepetition claim
      payments and operating results;

  (b) assist the Committee with information and analyses
      required pursuant to the Debtors' postpetition financing;

  (c) assist with the review of supply chain issues, including
      critical vendor payments, reclamation claims, Section
      503(b)(9) claims, and set offs;

  (d) assist with the review of the Debtors' corporate structure
      and the analyses of intercompany transactions;

  (e) assist in the review of any transactions with Ford Motor
      Company;

  (f) assist regarding the evaluation of employee-related
      motions and issues including severance plans, bonus
      programs, employee retention programs, pension and other
      post-retirement benefits;

  (g) assist with the Committee in the review of any tax issues
      associated with, but not limited to, claims/stock trading,
      preservation of net operating losses, plans of
      reorganization, and asset sales;

  (h) assist in reviewing the Debtors' business plan, including
      assessment of revenue enhancement and cost saving
      opportunities, plant level profitability , customer
      profitability, capital expenditure and liquidity;

  (i) assist in the review of claims reconciliation process and
      claims estimation;

  (j) assist in the review of plan of reorganization and related
      disclosure statements;

  (k) attend meetings with the Debtors, potential investors,
      banks, other secured lenders, the Committee and any other
      official committees organized in the Debtors' Chapter 11
      proceedings, the U.S. Trustee, other parties-in-interest
      and professionals hired; and

  (l) render other business consulting or other assistance as
      the Committee or its counsel may deem necessary that are
      consistent with the role of a financial advisor  and not
      duplicative of services provided by other professionals.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Committee Wants to Retain Chanin Capital as Banker
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Visteon Corp.'s
cases seeks the Bankruptcy Court's authority to retain Chanin
Capital Partners as its investment banker nunc pro tunc to
June 10, 2009.

The Committee notes that Chanin has advised numerous committees,
trustees, secured creditors, debtors and other constituencies in
a Chapter 11 process and is experienced in analyzing and
testifying regarding corporate restructuring issues and measuring
the economics of any potential merger and acquisition
transactions.

As the Committee's investment banker, Chanin will:

  (a) analyze and evaluate the liquidity position and financial
      condition of the Debtors;

  (b) review, analyze and monitor DIP Financing and other
      financing alternatives;

  (c) review and analyze the Company's operations and business
      and financial projections, including, but not limited to,
      financial condition, business plan, strategy, operating
      forecast, cash flow projections, and budgets;

  (d) determine a theoretical range of values for the Debtors
      on a going concern basis as well as any securities to be
      issued or distributed in connection with the Chapter 11
      cases, including any securities to be distributed under a
      plan of reorganization;

  (e) analyze proposed sales of assets of the Debtors, including
      strategic alternatives available to the Debtors;

  (f) assist the Committee in any plan of reorganization
      negotiations;

  (g) provide testimony, including expert testimony, as
      necessary, in any proceeding before the Court; and

  (h) provide the Committee with other appropriate general
      restructuring advice.

The Debtors will pay Chanin $175,000 per month for the first two
months, and $150,000 per month thereafter.  The Debtors also
propose to entitle Chanin to a $1.5 million fee upon the
completion of a restructuring transaction fee, plus reimbursement
of expenses.

Brent C. Williams, a managing director at Chanin Capital
Partners, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Hires Ernst & Young for Risk Management Services
--------------------------------------------------------------
Visteon Corp. and its affiliates the Bankruptcy Court's authority
to employ Ernst & Young LLP as their risk management services
provider nunc pro tunc to the Petition Date.

The Debtors have selected Ernst & Young because of the firm's
extensive track record of working in similar engagements both in
and outside of bankruptcy.

Ernst & Young will provide certain risk management services as
provided in the Project Exhibit for Internal Audit Teaming
Services and Project Exhibit for IT SOX Services.

Pursuant to the Project Exhibit #1, Ernst & Young will:

  (a) assist and work in conjunction with the Debtors' internal
      audit and risk management function with the
      responsibilities of Visteon's Team;

  (b) advice and assist the Debtors' management related to its
      internal control activities to comply with Section 404 of
      the Sarbanes Oxley Act of 2002;

  (c) work with the Debtors to develop a mutual understanding of
      the areas in which the firm can assist the Debtors;

  (d) work with the Debtors' Team to conduct a risk assessment
      that will be focused on Visteon's articulated areas of
      risk and concerns;

  (e) identify and assess the risks that Ernst & Young and
      Visteon's Team determine could potentially impair the
      achievement of certain of Visteon's business objectives;

  (f) propose an annual Audit Plan for Visteon's consideration;

  (g) commence performing activities as specified by the Audit
      Plan;

  (h) plan, perform, and report on its activities;

  (i) communicate the results of its work to the Debtors'
      management and the Audit Committee;

  (j) meet with designated members of Visteon's management to
      develop, plan and prepare for the risk management
      activities to be conducted;

  (k) assist the Debtors in meetings with the Audit Committee to
      help obtain approval of activities to be performed;

  (l) provide written reports that outline the procedures
      performed, findings resulting from the performance of
      those procedures, and recommendations for improvements in
      systems, processes, and procedures, if applicable;

  (m) assist management, as part of its ongoing compliance with
      Section 404, in the planning and execution of its testing
      of internal controls over financial reporting for
      significant accounts and processes, and to report any
      findings and recommendations for improvements in the
      controls Ernst & Young may identify as a result of this
      assistance;

  (n) perform testing of monitoring and transaction controls
      that address the types of errors that could occur in the
      significant accounts and processes identified by Visteon
      and assigned to Ernst & Young;

  (o) assist with the scoping of the project and integration
      into Visteon's approach, as requested;

  (p) assist management in prioritizing the findings and
      recommendations from testing as necessary to enable
      management to perform its due diligence, and provide
      management with a report outlining areas for improvement
      at the business unit and monitoring level; and

  (q) meet with Visteon's management to discuss the firm's
      findings resulting from the 404 services.

In accordance with Project Exhibit #2, Ernst & Young will:

  (1) assist IT Risk Management with testing of the IT General
      Computer Controls related to Information Security;

  (2) assist with the testing and documentation of IT General
      Computer Controls;

  (3) participate in planning and developing the work plans for
      the areas agreed upon with Visteon management;

  (4) perform terminations testing to determine if any employees
      who have been terminated from Visteon still have access to
      network as well as the Tier 0 applications;

  (5) perform sensitive access, including password vault and SAP
      Monitoring, which will be performed around a subset of the
      financially significant applications determined by
      Visteon's management;

  (6) perform control testing around the password vault process
      and SAP monitoring process;

  (7) perform segregation of duties testing, based on Visteon's
      SOD rule book, on critical applications;

  (8) provide periodic updates to Visteon Project Manager as to
      the Information Security testing status;

  (9) provide with a summary of testing results around key
      controls over the areas of Information Security outlined
      in "Scope and Approach" section; and

(10) work with the IT SOX Project Manager and report regularly
      on hours incurred.

A full-text copy of Ernst & Young's Engagement Letter is
available for free at:

        http://bankrupt.com/misc/Visteon_E&YEngagement.pdf

The Debtors will pay for Ernst & Young's services in accordance
with the firm's current hourly rates:

          Partner/Executive           $300
          Senior Manager              $240
          Manager                     $190
          Senior                      $140
          Staff                       $105
          CSA/Intern                   $60

The Debtors will also reimburse the firm for actual and necessary
expenses incurred.

George Lenyo, a partner of Ernst & Young LLP, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: To Sell Equipment at Durant, Mississippi Facility
---------------------------------------------------------------
Visteon Corp. and its affiliates notify the Bankruptcy Court that
they intend to sell 54 pieces of equipment located at their
Durant, Mississippi facility through an auction scheduled on
July 29, 2009, to be conducted by GoIndustry-DoveBid.

The equipment to be sold include, among others, bridge crane,
crane trolley, shop crane, plastic injection molding machine,
storage silo, welding table, cone hoppers, chiller, pallet
trucks, paint booth filtration units, curve tracer, saw blade
welder, supply and storage cabinets, cutting machine, metering
system, industrial battery chargers, air compressor, electric
lift, and steel shelving, the description of which are available
for free at http://bankrupt.com/misc/Visteon_729AssetSale.pdf

The identity of the purchaser, as well as the final purchase
price, for each sale will be determined at the auction.

The Debtors estimate that the aggregate market value of the
Assets to be sold is approximately $528,500.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Amends By-Laws to Reflect Management Changes
---------------------------------------------------------------
In connection the dissolution of certain standing committees of
the Board of Directors of Washington Mutual, Inc., and in
recognition of the changes that have occurred regarding the
Company's operations since the Petition Date, the Company's Board
of Directors approved certain amendments to the Company's by-laws
to:

  (i) remove the range provided in Article II of the Bylaws
      regarding the size of the Board;

(ii) remove provisions in Article IV of the Bylaws regarding
      the Company's Audit Committee, Human Resources Committee,
      Governance Committee, Finance Committee, Corporate
      Relations Committee and Corporate Development Committee,
      as those committees have been dissolved; and

(iii) remove provisions in Article V of the Bylaws regarding the
      Company's General Auditor, as the position is no longer
      required.

The Amendments to the Bylaws are effective as of June 25, 2009,
John Maciel, WaMu's chief financial officer said in a disclosure
with the U.S. Securities and Exchange Commission.

A full-text copy of the Amendments is available can be accessed
at the SEC at http://ResearchArchives.com/t/s?3f83

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho, and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: FTI Consulting Charges $754,970 for Feb. to May
------------------------------------------------------------------
These professionals retained or employed in the Chapter 11 cases
of Washington Mutual Inc. submitted to the Bankruptcy Court their
interim fee applications for the period ending May 31, 2009:

Professional                Fees        Expenses      Fee Period
------------             ----------     --------      ----------
CP Energy Group LLC          39,285           63        02/03/09
                                                     to 05/31/09

FTI Consulting, Inc.        754,970        4,509        02/03/09
                                                     to 05/31/09


John W. Wolfe P.S.          197,718          242        02/01/09
                                                     to 05/31/09

Grant Thornton LLP           72,549        3,000        02/01/09
                                                     to 05/31/09

McKee Nelson LLP            337,784        3,914        02/01/09
                                                     to 05/31/09

Pepper Hamilton LLP         319,610       20,217        02/01/09
                                                     to 05/31/09

Richards, Layton             80,631        4,293        02/01/09
& Finger LLP                                         to 05/31/09

Simpson Thacher             143,966        8,929        01/01/09
& Barlett LLP                                        to 05/31/09

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho, and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Shareholders Aim to Recoup Losses
----------------------------------------------------
Washington Mutual Inc. shareholders noted in a June 2009 public
statement that for the last eight months, they have been hunched
over their computers, trying to keep up with voluminous
information about the Washington Mutual's forced bankruptcy, when
WAMU bank was seized and sold in what shareholders perceive to be
a hostile takeover by JPMorgan Chase of the well capitalized WAMU
bank.

The counterclaim filing in Federal Court in Washington D.C. on
May 29, 2009, has shown their diligence is paying off.  It
appears more clearly now than ever they will recoup their
phenomenal losses from the lawsuits filed regarding this case.

Shareholders have seen the share price increase dramatically
since the seizure of WAMU bank in September of 2008, when it
dropped nearly to zero, and anticipate further upward movement
due to the excellent attorney teams that are representing WMI.
They are quite pleased with their attorney representation in this
matter.

The 335 page filing in court by Elliott Greenleaf and Quinn
Emanual Urquhart Oliver & Hedges, LLP is detailed and
comprehensive, bringing up all the points shareholders have been
discussing for months.  A copy of the court counter claim filing
is posted on http://www.wamustory.com

The prayer for relief which begins on page 132 has 18 specific
counterclaims.  They are demanding fair market value for the
assets that were seized, restitution in an equal amount to JPM's
unjust enrichment and multiple other significant monetary
damages.  Their demand for payment of patent and trademark
infringement alone, are treble damages of $6 Billion.  They have
demanded a jury trial in this matter.

Shareholders have gathered at Web sites such as
http://www.wamucoup.com(950 members) http://www.wamuequity.org
(796 members) as well as Yahoo and Google financial sites, to
share their "due diligence" with each other over the last eight
months.  Shareholders should register their shares at
http://www.wamuequity.orgto give more strength to their fight for
an Equity Committee in this case.  Shareholders feel an Equity
Committee is their best protection.

Weil, Gotshal and Manges, under the leadership of Marcia
Goldstein, have put together an excellent team of attorneys that
read like a "who's who" list of the best and brightest firms in
the country.  Shareholders will continue to watch everything in
this dramatic and complex case.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho, and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WESTSIDE DEVELOPMENT: Section 341(a) Meeting Slated for August 31
-----------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in Westside Development Group's Chapter 11 case on August 31,
2009, at 11:00 a.m.  The meeting will be held at 211 West Fort
Street Building, Room 315 E. (not at the Levin Courthouse),
Detroit, Michigan.

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.

Birmingham, Michigan-based Westside Development Group LLC aka
Sorano Commercial Village operates a real estate business.  The
Company filed for Chapter 11 on July 21, 2009 (Bankr. E. D. Mich.
Case No. 09-62646).  Kenneth J. Wrobel Jr., Esq., represents the
Debtor in its restructuring efforts.  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


WITHERS STEEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Withers Steel Supply, Inc.
        12011 Sheridan Road
        Montrose, MI 48457

Bankruptcy Case No.: 09-34149

Chapter 11 Petition Date: August 1, 2009

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

Judge: Daniel S. Opperman.Flint

Debtor's Counsel: Jeffrey A. Chimovitz, Esq.
                  512 W. Court St.
                  Flint, MI 48503
                  Tel: (810) 238-9615
                  Email: jeffchim@aol.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/mieb09-34149.pdf

The petition was signed by Douglas Withers, president of the
Company.


WOLVERINE TUBE: Amends SEC Disclosures to Correct Typo Errors
-------------------------------------------------------------
Wolverine Tube, Inc., filed Amendment No. 2 to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2008, for the
sole purpose of correcting a typographical error in the Amendment
No. 1 to the Form 10-K filed on July 8, 2009.  The "Report of
Independent Registered Public Accounting Firm" and Exhibit 23.1
"Consent of Independent Registered Public Accounting Firm"
contained an incorrect date of June 10, 2009.  The date should
have been June 11, 2009.

Amendment No. 2 does not amend, update or change any other items
or disclosures in the Original Filing and does not reflect events
occurring after the Original Filing.  No other changes are being
made by means of this filing.

The Company also filed an amendment to its Form 8-K filed July 27,
2009, for the purpose of exhibiting KPMG's letter to the
Securities and Exchange Commission stating whether or not KPMG
agrees with such statements and to correct a typographical error
regarding the Change in Registrant's Certifying Accountant.  In
the "Engagement of Crowe Horwath, LLP", the date of the Audit
Committee of Wolverine's Board of Directors decision to retain
Crowe as Wolverine's independent registered public accounting firm
was filed as July XX, 2009, and should read July 20, 2009.

                       About Wolverine Tube

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.

The Company had total assets of $237.1 million and $261.2 million
in total liabilities, resulting $47.7 million in stockholders'
deficit at December 31, 2008.

As reported by the Troubled Company Reporter on June 29, 2009,
Wolverine Tube does not currently have additional borrowing
capacity, and future funding requirements with respect to its
liquidity requirements could vary materially from the Company's
current estimates.  "Those matters raise substantial doubt about
the Company's ability to continue as a going concern," KPMG, LLP,
in Birmingham, Alabama, its independent auditors, said in a report
dated June 11, 2009.


YOUNG OPERATING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Young Operating Company
        154 A. Young Road
        Knob Lick, KY 42154

Bankruptcy Case No.: 09-11323

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Judge: Joan A. Lloyd

Debtor's Counsel: Scott A. Bachert, Esq.
                  324 E 10th St
                  PO Box 1270
                  Bowling Green, KY 42102
                  Tel: (270) 782-3938
                  Email: bachert@hbd-law.com

                  William Codell, Esq.
                  Harned, Bachert & Denton, LLP
                  324 E. 10th Street
                  P.O. Box 1270
                  Bowling Green, KY 42102-1270
                  Tel: (270) 782-3938
                  Fax: (270) 781-4737
                  Email: codell@hbd-law.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/kywb09-11323.pdf

The petition was signed by Anthony Young.


* Bankruptcy Exit Plans Filed in Seven Large Cases Last Week
------------------------------------------------------------
NetDockets notes that at the end of last week, new or amended
proposed plans of reorganization or liquidation were filed in
seven large chapter 11 cases:

    * Bill Heard Enterprises, Inc.: First Amended Joint
      Consolidated Chapter 11 Plan of Liquidation Proposed by
      Debtors and the Official Committee of Unsecured Creditors

    * Cascade Grain Products, LLC: Second Amended Chapter 11 Plan
      of Reorganization

    * CDX Gas, Inc.: First Amended Chapter 11 Plan

    * LandSource Communities Development LLC: Revised Second
      Amended Joint Chapter 11 Plans of Reorganization, as
      Modified filed by Barclays Bank PLC

    * NV Broadcasting, LLC: Chapter 11 Plan of Reorganization

    * Salton Land Development, LLC: Amended Chapter 11 Plan of
      Reorganization

    * VeraSun Energy Corporation: Joint Plan of Liquidation


* High-Yield Distressed-Debt Trading Falls Lowest in 11 Months
--------------------------------------------------------------
The percentage of high-yield corporate bonds trading at
distressed levels plunged to the lowest level since before
Lehman Brothers Holdings Inc. collapsed in September, Carla Main
at Bloomberg News said.

The percentage of junk bonds with yields at least 10 percentage
points more than Treasuries of similar maturity fell to 33% at the
end of July from 41% in June and 70% in March, according to
Merrill Lynch & Co. index data, Bloomberg said.  The ratio was 27%
at the end of August 2008 and less than 5% a year earlier.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: July 19, 2009



                           *********

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 ***