TCR_Public/090810.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 10, 2009, Vol. 13, No. 220

                            Headlines

3 IN 1 TRINITY: Court Schedules September 1 Auction Sale
ACCREDITED HOME: Court Denies Borrowers' Plea for 2nd Committee
ACCURIDE CORP: Board Names Panel to Review Restructuring Options
ACCURIDE CORP: S&P Cuts Rating to 'D' on Missed Interest Payment
ADVANCED CELL: Has Standstill Agreement with Debenture Holders

ADVANCED MICRO: Files June 27 Quarterly Report on Form 10-Q
ADVANCED MICRO: Morton L. Topfer Retires from Board of Directors
AES RED: Moody's Changes Outlook on 'B1' Senior Bonds to Negative
AFFILIATED COMPUTER: Debt Trades at 1.75% Off in Secondary Market
ALTUS PHARMACEUTICALS: Posts $4.86 Mil. Net Loss in 2nd Quarter

AMC ENTERTAINMENT: Bank Debt Trades at 5% Off in Secondary Market
AMERICAN ACHIEVEMENT: 59.35% Tendered in Discounted Offer
AMERICAN AXLE: Q2 Results Won't Affect S&P's 'CCC+' Rating
AMERICAN AXLE: Doesn't See Collection Issues with New GM, Chrysler
AMERICAN CAPITAL: Fitch Downgrades Issuer Default Rating to 'B-'

AMERICAN INT'L: AIG Global Real Estate Unit Gets 2 New Executives
ANDERSON HOMES: Final Cash Collateral Hearing Adjourned to Aug. 26
ANDERSON HOMES: Plan Filing Period Extended to September 13
ARAMARK CORP: Bank Debt Trades at 4% Off in Secondary Market
ASARCO LLC: Committee, Bondholders Oppose Parent Plan

ASARCO LLC: Has Agreement in Principle With Bondholders
ASARCO LLC: Parties Filing Objections to Competing Plans
ASARCO LLC: Voting Deadline Extended to August 17
ASCENDIA BRANDS: Court Approves Settlement with Shoppers Drug Mart
ASCENSION LOAN: S&P Withdraws Ratings on Various 2008-1 Notes

ASTRATA GROUP: Case Summary & 20 Largest Unsecured Creditors
ASYST TECHNOLOGIES: Panel Can Retain Arent Fox LLP as Counsel
ASYST TECHNOLOGIES: Panel Can Employ BDO Seidman as Fin'l Advisors
AVIS BUDGET: Swings to $6 Million Net Loss in Q2 2009
BANK OF AMERICA: Merrill Losses "Not Severe Enough" Pre-Merger

BARRY SGARRELLA: Case Summary 8 Largest Unsecured Creditors
BEAZER HOMES: Halts Slide, Posts Lower Net Loss in June 30 Qtr
BERNARD MADOFF: Frank DiPascali to Plead Guilty of Fraud
BEST BRANDS: S&P Upgrades Corporate Credit Rating to 'B-'
BIOMET INC: Bank Debt Trades at 5% Off in Secondary Market

BLOCKBUSTER INC: Bank Debt Trades at 17% Off in Secondary Market
CAPMARK FIN'L: Appoints Frederick Arnold as CFO and EVP
CATHOLIC CHURCH: Fairbanks Creditors Want to Pursue Claims
CATHOLIC CHURCH: Oregon Court Unseals Some Sexual Abuse Files
CATHOLIC CHURCH: T. Harris No Longer Involved in Portland Case

CATHOLIC CHURCH: Two Priests Object to Unsealing of Files
CENTRAL PACIFIC: Credit Stress Cues Fitch to Junk Issuer Ratings
CHRISTAKIS MOUSTAKAS: Voluntary Chapter 11 Case Summary
CIT GROUP: Suspends Dividends for Preferred Stock
CITIGROUP INC: Citi Funding to Issue Callable Leveraged CMS Notes

CITIGROUP INC: To Issue $2.5-Bil. in 6.375% Senior Notes Due 2014
CITIGROUP INC: Citi Funding to Offer Caterpillar-Linked Notes
CITIGROUP INC: $44.7BB Long-Term Debt Covered by FDIC Guarantee
CINCINNATI BELL: Posts $26.3 Million Net Income for Q2 2009
CLAIRE'S STORES: Bank Debt Trades at 34% Off in Secondary Market

CLARIENT INC: Posts $29,000 Net Income for Second Quarter
CLEAR CHANNEL: Bank Debt Trades at 38% Off in Secondary Market
CNH GLOBAL: S&P Affirms 'BB+' Long-Term Corporate Credit Rating
COMMERCECONNECT MEDIA: Confirmation Hearing Slated for Sept. 8
COMMERCIAL VEHICLE: S&P Downgrades Corporate Credit Rating to 'SD'

COMMUNITY FIRST BANK: Home Federal Bank Assumes All Deposits
COMMUNITY NAT'L BANK: Closed; Stearns Bank Assumes All Deposits
CORNERSTONE E & P: Case Summary & 50 Largest Unsecured Creditors
COSINE COMMUNICATIONS: Posts $151,000 Net Loss in June 30 Quarter
COTT CORPORATION: Moody's Reviews 'Caa1' Corp Rating for Upgrade

CRYOPORT INC: Permitted to Issue Notes as Part of Bridge Loan
CRYOPORT INC: Taps Catherine Doll to Replace Dee Kelly as CFO
CRYSTALLEX INT'L: Posts Net Loss of $6MM in Quarter Ended June 30
CYPRESSWOOD LAND: Court Blesses Insider's Purchase of Assets
CUMULUS MEDIA: Reports $14 Million Net Income for June 30 Quarter

DANA CORP: Bank Debt Trades at 23% Off in Secondary Market
DELTEK INC: CEO Parker Designated as Principal Financial Officer
DELTEK INC: Posts $4.90 Million Net Income at June 30 Quarter
DEX MEDIA: Bank Debt Trades at 24% Off in Secondary Market
DIRECTV GROUP: S&P Raises Corporate Credit Rating From 'BB'

DOLE FOOD: Fitch Affirms Issuer Default Rating at 'CCC'
DOLLAR THRIFTY: Amends Note Indenture and Terms of L/C Facility
DOT VN: April 30 Balance Sheet Upside-Down by $9.4 Million
E*TRADE FIN'L: Says Financial Health Not Dependent on TARP Funding
ENDOR INC: Case Summary & 20 Largest Unsecured Creditors

ENTRAVISION COMMUNICATIONS: Moody's Cuts Corporate Rating to 'B1'
EURAMAX INTERNATIONAL: Moody's Assigns 'Caa1' Corp. Family Rating
EVERGREEN TRANSPORTATION: Files for Chapter 11 Bankruptcy
EXMOVERE HOLDINGS: Posts $136,000 Net Loss in Qrtr. Ended June 30
FANNIE MAE: Posts $14.8BB Q2 Net Loss; FHFA Seeks More Govt Money

FINLAY ENTERPRISES: Case Summary & 30 Largest Unsecured Creditors
FINLAY ENTERPRISES: S&P Cuts FFJ's 2nd & 3rd Lien Debts to 'D'
FIRST STATE BANK, SARASOTA: Stearns Bank Assumes Deposits
FLYING J: Deadline to Challenge Lender Liens Moved to Sept. 15
FORD MOTOR: Will Cut Suppliers by Almost 50% by Year-End

FORD MOTOR: Bank Debt Trades at 14% Off in Secondary Market
FREDDIE MAC: Reports $768MM in Net Income for Qrtr. Ended June 30
GAINEY CORP: Gets More Time to Negotiate Sale Pact With Najafi
GENERAL MOTORS: Still Has Issues with Magna on Opel Bid
GENERAL MOTORS: Asks for Oct. 30 Ownership List Deadline Extension

GEORGIA GULF: Bank Debt Trades at 5% Off in Secondary Market
GMAC INC: May Put ResCap Out of Its Misery, CreditSights Says
GMAC INC: Quarterly Results Won't Affect S&P's 'CCC' Rating
GRAY TELEVISION: Posts $6.64MM Q2 Net Loss; May Violate Covenant
HAIGHTS CROSS: Extends Exchange Offer for 2011 Notes Until Aug. 14

HAIGHTS CROSS: S&P Downgrades Corporate Credit Rating to 'D'
HARTMARX CORP: Sale to Private Equity Firms Finally Done
HEALTHSOUTH CORP: Bank Debt Trades at 4% Off in Secondary Market
HERTZ CORP: Bank Debt Trades at 6% Off in Secondary Market
HORIZON LINES: Moody's Downgrades Corporate Family Rating to 'B3'

ICICI BANK: Moody's Assigns Rating on $160 Mil. Commercial Paper
ILLINOIS HOUSING: S&P Junks Rating on 2003 Multifamily Bonds
INTERMET CORP: Cerion In Talks to Buy Certain Remaining Assets
INTERSTATE HOTELS: Posts $6.7 Million for Quarter Ended June 30
J&R FINANCIAL: Voluntary Chapter 11 Case Summary

JOHN MANEELY: Bank Debt Trades at 21% Off in Secondary Market
KB TOYS: CE Wins Auction for IP Assets With $2.1MM Bid
KEATING CHEVROLET: Case Summary & 20 Largest Unsecured Creditors
LAS VEGAS SANDS: Venetian Macau Bank Debt Trades at 11% Off
LEAP WIRELESS: Q2 2009 Net Loss Widens to $61.2 Million

LEHMAN RE LTD: Voluntary Chapter 15 Case Summary
LIN TELEVISION: Moody's Affirms Corporate Family Rating at 'B2'
LOS ROBLES CARE: Case Summary & 25 Largest Unsecured Creditors
MAB INC: Case Summary & 6 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: To Sell Shares in Austria-Based Fex Oko

MAGUIRE PROPERTIES: Discloses Imminent Loan Default
MARYLAND ECONOMIC: Moody's Cuts Ratings on 2003 Bonds to 'Ba3'
MARYLAND ECONOMIC: Moody's Cuts Student Housing Bonds to 'Ba2'
MAUI LAND: June 30 Balance Sheet Upside-Down by $34.8 Million
MDRNA INC: June 30 Balance Sheet Upside-Down by $953,000

MEDCLEAN TECH: June 30 Balance Sheet Upside-Down by $323,000
MERIDIAN AUTOMOTIVE: To Wind Down Assets Under Chapter 7
MICHAELS STORES: Bank Debt Trades at 16% Off in Secondary Market
MIDWAY GAMES: Wants Plan Deadline Moved to September 29
MIDWAY GAMES: To Sell Interests in Foreign Units for $1.7MM

MIDWAY GAMES: To Sell San Diego Design Business to THQ
MOBILE BAY: Can Hire Paul and Smith as Attorneys
MURPHY ROAD: Case Summary 3 Largest Unsecured Creditors
NEIMAN MARCUS: Bank Debt Trades at 15% Off in Secondary Market
NIELSEN COMPANY: Bank Debt Trades at 5% Off in Secondary Market

NORANDA ALUMINUM: Board Approves Amendment to By-laws
NORANDA ALUMINUM: Moody's Confirms 'Caa1' Corp. Family Rating
NORANDA ALUMINUM: Swings to $12.1MM Second Quarter 2009 Net Loss
NORANDA ALUMINUM: To Acquire Remaining 50% of Century JVs
NORTEL NETWORKS: CEO Mike Zafirovski May Leave Post

NORTHWEST AIRLINES: Claimant Balks at Delay of Settlement Payoff
NORTHWEST AIRLINES: Reports $39 Million Second Quarter Net Loss
NORTHWEST AIRLINES: Reports Add'l Distribution to Claimholders
NORTEL NETWORKS: CCAA Stay Extended Until October 30
NORTEL NETWORKS: Court OKs Issuance of More Than $30MM in Bonds

NORTEL NETWORKS: Sec. 341 Meet for NN Cala Creditors on Aug. 24
NORTEL NETWORKS: September 30 Claims Bar Date Set
NOVA CHEMICALS: Files Certificate of Continuance & General By-Law
OSHKOSH CORP: S&P Puts 'B' Corp. Rating on CreditWatch Negative
OPUS WEST: Gets Court Nod on Phoenix Capital as CRO

OPUS WEST: Proposes Chatham as Financial Advisor
OWENS CORNING: Owens Illinois Serves Subpoena on Asbestos PI Trust
OWENS CORNING: Reserves $30 Million for Remaining Claims
OWENS CORNING: Sets $10MM Environment Liability Reserve
PEACH HOLDINGS: Moody's Reviews 'C' Corporate Rating for Upgrade

PEACH HOLDINGS: S&P Cuts Credit to 'SD' on Distressed Exchange
PENNY & KENNY: Lawsuit & Supplier Woes Lead to Chapter 11 Filing
PHOENIX COS: S&P Downgrades Counterparty Credit Rating to 'B-'
PILGRIM'S PRIDE: 5th Circuit to Rehear Arguments in Wheeler Suit
PILGRIM'S PRIDE: Asserts Ad Valorem Tax Exemption in Hardy County

PILGRIM'S PRIDE: Bank of Montreal Financing to be Cut to $350MM
PILGRIM'S PRIDE: Signs Deals for $1.65 Billion Exit Financing
POWERMATE CORP: Committee Co-Proponent to Liquidating Plan
PRIMEDIA INC: Swings to $11.7 Million Net Loss in June 30 Quarter
QSGI INC: Files Schedules of Assets and Liabilities

QSGI INC: Obtains Court's Nod to Borrow $500,000 from Victory Park
QUEST ENERGY: Restates Form 10-Q for Quarter Ended September 30
QUEST ENERGY: Reclassifies Gains in 2008 Annual Report
RAMSONS INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
RAYMOND PROFESSIONAL: Court Says Subcontractor Gets Account Funds

REDENTOR SAN JUAN: Case Summary & 12 Largest Unsecured Creditors
RELIANCE INTERMEDIATE: S&P Assigns 'BB-' Rating on $100 Mil. Notes
RFS ECUSTA: Court Approves Trustee's Counsel's Contingency Fee
RICH CAPITOL: U.S. Trustee Sets Meeting of Creditors for August 25
RITE AID: Bank Debt Trades at 16% Off in Secondary Market

RIVER OAKS: Meeting of Creditors Scheduled for September 14
ROCKY VALLEY: U.S. Trustee Sets Meeting of Creditors for August 24
SCO GROUP: Court Ousts Management From Control, Squashes Sale
SEALY CORP: Murray to Replace Walker as SVP, Gen. Counsel & Sec.
SEMGROUP LP: Noble's $65.4MM Wins Auction for SemFuel Assets

SHIRLEY JOBE: Case Summary & 6 Largest Unsecured Creditors
SIRIUS XM: Inks New Employment Deal with Scott Greenstein
SIRIUS XM: Net Loss Widens to $157.3 Million in June 30 Quarter
SIRIUS XM: Posts $6.26 Mil. Q2 Revenue Related to General Motors
SKYPORT GLOBAL: Preference Target Requests Discovery Too Late

SCOLR PHARMA: Says Cash to Last Until Late 2009; Seeks More Funds
SONYA PORRETTO: Section 341(a) Meeting Scheduled for August 27
SPIRIT AEROSYSTEMS: Moody's Affirms 'Ba3' Corporate Family Rating
ST JAMES AND ENNIS: Case Summary & Largest Unsecured Creditor
STANDARD PACIFIC: Mortgage Financing Unit's Loan Terms Modified

STEEL NETWORK: Court Approves Brooks Pierce as Attorney
SUMMERBROOKE LLC: Case Summary & 7 Largest Unsecured Creditors
SUNRISE SENIOR: Net Loss Widens to $81.5MM in June 30 Quarter
SUPERVALU INC: Bank Debt Trades at 3% Off in Secondary Market
SUPPLEMENT SPOT: LLC's Payments on Principal's Mortgage Avoided

TESORO CORPORATION: Fitch Affirms Issuer Default Rating at 'BB+'
TOUCH AMERICA: Bankr. Court Disallows D&O Indemnification Claims
TRIBUNE CO: Bank Debt Trades at 58% Off in Secondary Market
TRW AUTOMOTIVE: S&P Says Q2 Results Support 'B/Neg.' Rating
UNITED AIR: Bank Debt Trades at 42% Off in Secondary Market

UNITRIN INC: Fitch Affirms 'BB+' Rating on $560 Mil. Senior Notes
UNIVERSAL MARKETING: Selects Zarwin Baum as Special Counsel
UNIVERSAL MARKETING: Taps Maschmeyer Karalis as Counsel
US FOODSERVICE: Bank Debt Trades at 25% Off in Secondary Market
UTSTARCOM INC: Posts $84.3 Million Net Loss in June 30 Quarter

VINYL PROFILES: Case Summary & 20 Largest Unsecured Creditors
VISTEON CORP: Bank Debt Trades at 44% Off in Secondary Market
VISTEON CORP: Records $112 Mil. Net Loss for Second Quarter
VISTEON CORP: Sale of Hyundai Parts Facility to Korean Unit Done
VISTEON CORP: U.K. Pensioners Object to Employee Incentive Plan

VISTEON CORP: UAW Objects to Termination of Retiree Benefits
VOUGHT AIRCRAFT: Moody's Affirms Corporate Family Rating at 'B2'
WARNER MUSIC: Net Loss Widens to $37 Million in June 30 Quarter
WASHINGTON MUTUAL: JPMorgan Asks for WaMu Noteholder Claims Lists
WEIGHT WATCHERS: Posts $58.8 Million Net Income for Q2 2009

WHC LLC: Proposes Ayers & Brown as Bankruptcy Attorney
WINDSOR CENTURY: Files for Bankruptcy Protection in Arizona
WM BOLTHOUSE: Moody's Affirms Corporate Family Rating at 'B2'
WYNN RESORTS: Fitch Assigns Issuer Default Rating at 'B+'
XERIUM TECHNOLOGIES: S&P Cuts Corporate Credit Rating to 'CC'

XO HOLDINGS: Icahn Sued by Minority Owner for Lowball Offer

* Cadwalader Attorneys Recognized in The Best Lawyers In America

* AlixPartners' Hoffecker Sees More U.S. Auto-Parts Bankruptcies
* 3 Banks Shuttered; Year's Failed Banks Now 72

* Default Rate to Peak at 12.7% in U.S., Moody's Says
* Spread on 30-Year Interest-Rate Swap Edges Toward Zero Mark

* BOND PRICING -- For the Week From August 3 to 7, 2009

                            *********

3 IN 1 TRINITY: Court Schedules September 1 Auction Sale
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has scheduled an auction sale of 3 in 1 Trinity, LLC's real
property located at 202-204 East 110th Street, New York, NY,
consisting of a six story building containing 10 apartments and
one retail space at the ground floor on September 1, 2009, at
10:00 a.m. at the offices of Carver Federal Savings Bank, 75 West
125th Street, New York, NY 10027.

Interested parties must submit written bids prior to or attend the
auction sale and comply with the bid terms.  The minimum bid for
the real property is $3 million.  The property will be sold "as
is, where is".

Interested parties may view the real property by contacting:

     Gus Costaldo
     Vice President
     Carver Federal Savings Bank
     75 West 125th Street
     New York, NY 10027
     Tel: (212) 380-8875
     Fax: (212) 426-6155
     Email: augustus.costaldo@carverbank.com

Copies of the proposed contract of sale and bid terms are
available for review during the Court's business hours or at:

                 http://www.nysb.uscourts.gov/

A hearing to confirm the sale of the real property will be held
before the Bankruptcy Court on September 24, 2009, at 9:45 a.m.

Based in New York, 3 in 1 Trinity, LLC filed for Chapter 11 relief
on September 30, 2008 (Bankr. S.D.N.Y. Case No. 08-13804).  Dawn
K. Arnold, Esq., at Rattet, Pasternak & Gordon-Oliver, LLP,
represents the Debtors as counsel.  When the Debtor filed for
protection from its creditors, it listed between $1 million and
$10 million each in assets and debts.


ACCREDITED HOME: Court Denies Borrowers' Plea for 2nd Committee
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware denied a bid to allow a second creditors
committee to represent the legion of borrowers allegedly
blindsided by Accredited Home Lenders Holding Co.'s predatory loan
practices, according to Law360.

As reported by the TCR on July 28, Accredited Home asked the
Bankruptcy Court to deny the request, citing that a committee, in
addition to the already formed official committee of unsecured
creditors, "would only increase expense."  Accredited Home notes
that the chairman of the official committee of unsecured creditors
is a borrower.

A group of borrowers had pushed for its own committee, on argument
that their interests would be in conflict with the interests of
creditors in the creditors committee.

                       About Accredited Home

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
creditors 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.


ACCURIDE CORP: Board Names Panel to Review Restructuring Options
----------------------------------------------------------------
Accuride Corporation said its board of directors has appointed a
special committee of independent directors to identify and, with
the input of management and the Company's financial advisors,
evaluate alternatives to recommend an appropriate course of action
to the full board.

Accuride is currently negotiating with both senior and
subordinated lenders and is negotiating alternatives such as
additional amendments or waivers, the sale of non-core assets, or
alternative debt structures, such as debt for debt or debt for
equity agreements.

Accuride said the success of any alternative actions will depend
on many factors, several of which are out of management's control.
Accuride says the successful execution of its plans, among other
factors, raises substantial doubt as to its ability to continue as
a going concern.

"We continue to operate in a challenging economic environment and
our ability to maintain liquidity and comply with our debt
covenants has been affected by economic and other conditions that
are beyond our control and which are difficult to predict,"
Accuride said in a Form 10-Q filing with the Securities and
Exchange Commission.  "We predict operating levels based upon
North American Class 8, Class 5-7 and trailer expected productions
for the year as well as aftermarket sales.  We utilize ACT
production forecasts to help predict production for the Class 8,
Class 5-7 and trailer production levels.  The ACT forecasts for
Class 8, Class 5-7, and trailer have seen declines of 27%, 33% and
12%, respectively, since the forecasts at the time of the 10-K
filing on March 13, 2009."

As reported by the Troubled Company Reporter on August 7, 2009,
Accuride reported a net loss of $36.1 million, or ($1.00) per
diluted share compared with net income of $3.4 million or $0.10
per diluted share, in the prior year.  Cash and cash equivalents
at the end of the quarter were $47.6 million.

Accuride said its financial results as of and for the three and
six months ended June 30, 2009 are directly attributable to the
decline of production and the current economic conditions.

Accuride entered into a Temporary Waiver Agreement with respect to
its Credit Agreement with Accuride Canada Inc., the lenders party
thereto, the administrative agent for the lenders, and the other
agents party thereto.  The Temporary Waiver is dated July 1, 2009,
and became effective on July 8, 2009.

Pursuant to the terms of the Temporary Waiver, the Lenders have
agreed to waive Accuride's compliance with certain financial
covenants under the Credit Agreement for the fiscal quarter ended
June 30, 2009.

Under the Temporary Waiver, (i) interest on advances and all
outstanding obligations under the Credit Agreement will accrue at
an annual rate of 2.0% plus the otherwise applicable rate during
the Temporary Waiver Period, (ii) the Company and its subsidiaries
must comply with certain restrictions on incurring additional
debt, making investments and selling assets and (iii) the Company
must comply with a minimum liquidity requirement.

Contemporaneously with the Temporary Waiver, Citicorp USA, Inc.
has resigned as administrative agent and the lenders have
appointed Deutsche Bank Trust Company Americas to serve as
administrative agent.

To maintain compliance with the Temporary Waiver, the Company did
not pay the roughly $11.7 million of interest due August 3, 2009,
to the holders of its 8-1/2% Senior Subordinated Notes due 2015
and intends to use the existing 30-day grace period provided in
the Note indenture to continue discussions regarding a capital
restructuring with its lenders.  Under the indenture, the failure
to make this interest payment would not constitute an event of
default that permits acceleration of the Notes until the
expiration of the 30-day grace period.

"If we are unable to obtain permanent waivers, extensions of the
waivers, or restructure the Term B Loan Facility prior to August
15, 2009, and satisfactorily address the Senior Subordinated Notes
interest payment due at the end of the grace period on August 31,
2009, a default would arise with respect to these obligations,
which could also trigger cross accelerations on all our
indebtedness," Accuride said.  "In such an event, we would be
required to repay all outstanding indebtedness immediately.  We
would not have sufficient liquidity available to repay such
indebtedness and, unless we were able to obtain additional capital
resources or waivers, we would be unable to continue to fund our
operations or continue our business, thereby potentially requiring
us to seek relief under the U.S. Bankruptcy Code."

A full-text copy of Accuride's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4137

A full-text copy of the Slide Presentation of Accuride used in
connection with Accuride's conference call to discuss financial
results for the three and six months ended June 30, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4138

Accuride Corporation -- http://www.accuridecorp.com/-- is one of
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components. Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco, Brillion, and Highway Original.


ACCURIDE CORP: S&P Cuts Rating to 'D' on Missed Interest Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on commercial vehicle parts supplier
Accuride Corp. to 'D' (default) from 'CCC' and lowered the issue-
level rating on the company's senior subordinated debt to 'D' from
'CC'.  At the same time, S&P lowered the issue-level ratings on
the company's senior secured revolving credit facility and first-
out term loan to 'CC' from 'B-'.  S&P also lowered the issue-level
rating on the company's second-out term loan to 'C' from 'CC'

The recovery ratings on the senior secured revolving credit
facility and first-out term loan remain at '1', indicating S&P's
expectation that lenders would receive very high (90% to 100%)
recovery in the event of a payment default.  The recovery ratings
on the second-out term loan and subordinated notes remain at '6',
indicating S&P's expectation that lenders would receive negligible
(0 to 10%) recovery in the event of a payment default.

The downgrades reflect Accuride's announcement that it did not
make an $11.7 million interest payment scheduled for August 3 on
its 8.50% subordinated note due in 2015.  Under the indentures
governing the senior notes, Accuride has a 30-day grace period to
make interest payments on these notes before there is an event of
default.

"S&P is not confident that Accuride will make the payments within
the grace period," said Standard & Poor's credit analyst Gregg
Lemos Stein, "in part because of the company's very thin
liquidity.  Among other outcomes, S&P believes the company might
pursue a distressed exchange or file for bankruptcy under Chapter
11."

If Accuride pursues a distressed exchange, S&P would expect to
assign a new corporate credit rating within a short time after
such an announcement.  The new rating would be based on, among
other things, S&P's assessment of the company's new capital
structure and liquidity profile.

Accuride Corp. had assets of $704,725,000 against debts of
$846,182,000 as of June 30, 2009.


ADVANCED CELL: Has Standstill Agreement with Debenture Holders
--------------------------------------------------------------
Advanced Cell Technology, Inc., on July 29, 2009, entered into a
consent, amendment and exchange agreement with holders of its
outstanding convertible debentures in the aggregate outstanding
principal amount of $17,175,931 and warrants to purchase an
aggregate of 205,251,285 shares of the Company's common stock,
which were issued in private placements that closed in September
2005, August 2006, August 2007, and March 2008.

Simultaneously with the execution of Consent and Amendment, and as
a condition of the Consent and Amendment, the Company and the
Holders entered into a Standstill and Forbearance Agreement.
Pursuant to the Forbearance Agreement:

     -- The Company acknowledged certain defaults that have
        occurred under the Debentures and documents executed in
        connection therewith;

     -- The Holders agreed to forbear from exercising their rights
        and remedies under the Debentures and the Transaction
        Documents.

     -- The obligation of the Holders to forbear from exercising
        their rights and remedies under the Debentures and the
        Transaction Documents will terminate on the earliest of
        (i) the date, if any, on which a petition for relief under
        the date, if any, on which a petition for relief under the
        United States Bankruptcy Code or any similar state or
        Canadian law is filed by or against the Company or any of
        its subsidiaries or (ii) the date the Forbearance
        Agreement is otherwise terminated or expires, it being
        understood that the Holders holding 67% of the then
        outstanding principal amount of the Debentures shall have
        the right to terminate the Forbearance Agreement on
        3 business days' prior notice to the Company.

     -- The Company provided a general release in favor of the
        Holders.

Pursuant to the Consent and Amendment:

     -- The Company agreed to issue to each Holder in exchange for
        the Holder's Debenture an amended and restated Debenture
        in a principal amount equal to the principal amount of
        the Holder's Debenture times 1.35 minus any interest paid
        thereon.

     -- The conversion price under the Amended and Restated
        Debentures was reduced to $0.10, subject to further
        adjustment as provided therein (including for stock
        splits, stock dividends, and certain subsequent equity
        sales).

     -- The maturity date under the Amended and Restated
        Debentures was extended until December 31, 2010.

     -- The Amended and Restated Debentures bear interest at the
        rate of 12% per annum, which shall accrete to, and
        increase the principal amount payable upon maturity.

     -- The Amended and Restated Debentures will begin to amortize
        on September 25, 2009 at a rate of 6.25% of the
        outstanding principal amount per month, valued at the
        lesser of the then conversion price and 90% of the average
        volume weighted average price for the 10 prior trading
        days.

     -- The Company agreed to issue to each Holder in exchange for
        such Holder's Warrant an amended and restated Warrant.

     -- The exercise price under the Amended and Restated Warrants
        was reduced to $0.10 subject to further adjustment as
        provided therein (including for stock splits, stock
        dividends, and certain subsequent equity sales)

     -- The termination date under the Amended and Restated
        Warrants was extended until June 30, 2014.

     -- Each Holder agreed not to convert more than 20% of such
        Holder's outstanding principal amount of Amended and
        Restated Debenture in any month during the period from
        September 1, 2009, through January 31, 2010, provided,
        however, that this limitation will terminate if (i)(a) the
        volume weighted average price of the Company's common
        stock for each of 5 consecutive trading days is greater
        than $0.15 per share, and (b) the trading volume on such
        days exceeds 7,500,000 shares per trading day, or (ii)(a)
        the volume weighted average price for any one trading day
        is greater than $0.20 per share and (b) the trading volume
        on such day exceeds 10,000,000 shares.

     -- The Company agreed to amend the Company's articles of
        incorporation to increase the number of authorized shares
        of Common Stock.  If the Company does not receive the
        receive the requisite shareholder approval for, and
        receive acceptance of the filing for, the Amendment by
        September 25, 2009, the Company shall pay to the Holders,
        monthly commencing on September 25, 2009, until the
        Amendment is duly filed, liquidated damages equal to 5% of
        the purchase price of the Debentures.

     -- The Company agreed to increase the number of shares
        available for issuance under the Company's 2005 Stock
        Incentive Plan to 129,000,000 shares, by September 18,
        2009.

     -- The Holders agreed to waive any event of default under the
        Debentures resulting solely from (i) any adjustment to the
        conversion price of the Debenture and exercise price of
        the Warrants that would result from the reduction of the
        conversion price of certain securities of the Company
        pursuant to the Stipulation of Settlement, dated March 11,
        2009, between the Company and Alpha Capital, and (ii) any
        failure by the Company to reserve such number of
        authorized but unissued shares of common stock issuable
        upon conversion of the Debentures and exercise of the
        Warrants.

A full-text copy of the Consent, Amendment and Exchange Agreement
is available at no charge at http://ResearchArchives.com/t/s?4108

A full-text copy of the Standstill and Forbearance Agreement is
available at no charge at http://ResearchArchives.com/t/s?4109

On August 5, 2009, the Company filed an Amendment to its Annual
Report on Form 10-K, for the fiscal year ended December 31, 2008,
to file a revised Report of Independent Registered Public
Accounting Firm, to correct the date of the original report and to
file certain exhibits in Item 15.  A copy of the Amendment is
available at no charge at http://ResearchArchives.com/t/s?410a

                       Going Concern Doubt

In its audit report on July 2, 2008, SingerLewak LLP in Los
Angeles, California, said the Company has suffered recurring net
losses from operations, negative cash flows from operations, a
substantial stockholders' deficit and its total liabilities
exceeds its total assets.  This raises substantial doubt about the
Company's ability to continue as a going concern.

As reported in the Troubled Company Reporter on June 12, 2008,
Singer Lewak Greenbaum & Goldstein LLP expressed substantial doubt
about Advanced Cell's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended December 31, 2007.  The auditor pointed to the
company's recurring losses from operations, negative cash flows
from operations, substantial stockholders' deficit and current
liabilities that exceed current assets.

                        About Advanced Cell

Based in Worcester, Massachusetts, Advanced Cell Technology Inc.
(OTC BB: ACTC) -- http://www.advancedcell.com/-- is a
biotechnology company focused on developing and commercializing
human embryonic and adult stem cell technology in the emerging
fields of regenerative medicine.  Principal activities to date
have included obtaining financing, securing operating facilities,
and conducting research and development.  The Company has no
therapeutic products currently available for sale and does not
expect to have any therapeutic products commercially available for
sale for a period of years, if at all.


ADVANCED MICRO: Files June 27 Quarterly Report on Form 10-Q
-----------------------------------------------------------
Advanced Micro Devices Inc. on August 5 delivered to the
Securities and Exchange Commission its quarterly report on Form
10-Q for the period ended June 27, 2009.

As reported by the Troubled Company Reporter on July 28, 2009, AMD
posted a net loss of $335 million for the second quarter ended
June 27, 2009, compared with a net loss of $1.188 billion for the
second quarter ended June 28, 2008.  AMD posted a net loss of
$749 million for the six months ended June 27, 2009, compared with
a net loss of $1.539 billion for the six months ended June 28,
2008.

As of June 27, 2009, the Company had $8.68 billion in total
assets; $2.02 billion in total current liabilities, $221 million
in deferred income taxes, $5.24 billion in long-term debt and
capital lease obligations, $577 million in other long-term
liabilities, $1.08 billion in non-controlling interest; resulting
in $465 million in stockholders' deficit.

In July 2009, the Company repurchased an aggregate of $120 million
principal amount of its 6.00% Notes -- $109 million, net of
un-amortized debt discount -- in open market transactions for
$64 million in cash.  The Company allocated $3 million of the
$64 million as an equity component and $61 million as a debt
component, which resulted in a gain of roughly $49 million.

On June 29, 2009, the Company launched a tender offer to exchange
certain outstanding stock options with an exercise price greater
than $6.34 per share, a grant date on or before June 28, 2008, and
an expiration date after July 27, 2010, held by eligible employees
for replacement options to be granted under the Company's 2004
Equity Incentive Plan.  The offer expired on July 27, 2009.  As a
result of the exchange offer, employees tendered options to
purchase 14.6 million shares of common stock (representing 67% of
the total options eligible for exchange) with a weighted-average
exercise price of $14.70 per share.  AMD cancelled and replaced
the options on July 27, 2009, with options to purchase 4 million
shares of its common stock with an exercise price of $3.80 per
share, which was the closing price of the Company's common stock
on the New York Stock Exchange on July 27, 2009.  The Company does
not expect the impact of the option exchange to have a material
effect on its consolidated results of operations or financial
condition.

In December 2002, the Company initiated a restructuring plan to
align the cost structure to industry conditions resulting from
weak customer demand and industry-wide excess inventory.  The 2002
Restructuring Plan resulted in the consolidation of facilities,
primarily at the Sunnyvale, California site and at sales offices
worldwide.  With respect to its Sunnyvale, California site, the
Company entered into a sublease agreement for a portion of the
facilities with Spansion Inc.  On March 1, 2009, Spansion filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  On March 31, 2009, Spansion filed a motion in
which it indicated that it does not intend to perform its
obligations under its sublease agreement with the Company.  As a
result of this and the Company's ongoing assessment of the
restructuring accrual, the Company recorded an additional charge
of roughly $5 million in the first quarter 2009.  The Company
anticipates these amounts will be paid through 2011.

A full-text copy of the quarterly report is available at no charge
at http://ResearchArchives.com/t/s?410e

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As reported by the Troubled Company Reporter on May 26, 2009,
Fitch revised the senior unsecured debt rating on Advanced Micro
Devices to 'CC/RR6' from 'CCC/RR6'.  Fitch affirmed AMD's Issuer
Default Rating at 'B-'.  The Rating Outlook is Negative.

The TCR said on April 24, 2009, that Standard & Poor's Ratings
Services removed its ratings on AMD from CreditWatch and lowered
its corporate credit and senior secured ratings on the Company to
'CCC+' from 'B'.  S&P also revised the recovery rating on the
senior unsecured notes '4' from '3'.  The '4' recovery rating
reflects average (30%-50%) recovery in the event of a payment
default.  The ratings were placed on CreditWatch on April 8, 2009.
The outlook is negative.

"The rating action reflects our view of the risk that current
liquidity, at both AMD as a stand-alone entity and the
consolidated group, may be insufficient to adequately fund
expected near-term operating losses and debt amortization
requirements," said Standard & Poor's credit analyst Lucy
Patricola, "even giving consideration for future capital
investments by Advanced Technology Investment Corp."  The
financial support provided by the company's new partner, ATIC
(owned by the government of Abu Dhabi) only partly offsets this
factor.


ADVANCED MICRO: Morton L. Topfer Retires from Board of Directors
----------------------------------------------------------------
Advanced Micro Devices said Morton L. Topfer, 72, has retired from
the company's board of directors effective July 30, 2009.  He has
been a member of the board since February 2005.

"We thank Mort for his more than four years of service on the
board of directors," said Dirk Meyer, president and CEO of AMD.
"We are and will continue to be a better company as a result of
the wisdom and experience he brought to our team."

The Company also said that on July 30 its Board approved an
amendment to Article III, Section 1 of the Company's Amended and
Restated Bylaws to increase the authorized number of directors who
may serve on the Company's Board to 12.

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As reported by the Troubled Company Reporter on May 26, 2009,
Fitch revised the senior unsecured debt rating on Advanced Micro
Devices to 'CC/RR6' from 'CCC/RR6'.  Fitch affirmed AMD's Issuer
Default Rating at 'B-'.  The Rating Outlook is Negative.

The TCR said on April 24, 2009, that Standard & Poor's Ratings
Services removed its ratings on AMD from CreditWatch and lowered
its corporate credit and senior secured ratings on the Company to
'CCC+' from 'B'.  S&P also revised the recovery rating on the
senior unsecured notes '4' from '3'.  The '4' recovery rating
reflects average (30%-50%) recovery in the event of a payment
default.  The ratings were placed on CreditWatch on April 8, 2009.
The outlook is negative.

"The rating action reflects our view of the risk that current
liquidity, at both AMD as a stand-alone entity and the
consolidated group, may be insufficient to adequately fund
expected near-term operating losses and debt amortization
requirements," said Standard & Poor's credit analyst Lucy
Patricola, "even giving consideration for future capital
investments by Advanced Technology Investment Corp."  The
financial support provided by the company's new partner, ATIC
(owned by the government of Abu Dhabi) only partly offsets this
factor.


AES RED: Moody's Changes Outlook on 'B1' Senior Bonds to Negative
-----------------------------------------------------------------
Moody's Investors Service has revised the outlook on AES Red Oak,
LLC's B1 rated senior secured bonds to negative.  The outlook
reflects the anticipated narrowing of the project's liquidity
position following the upcoming maturity of both of its working
capital lines of credit on August 11 and the implications of this
for the project's ability to afford a significant expected
increase in capital expenditures in 2010.

Both of the project's lines of credit are currently fully drawn
and at this point, neither of those lines is expected to be
renewed prior to its maturity.  While the project should have
enough cash to repay the first of those lines, a $5 million
facility from Union Bank of California, it may have to access its
$10.6 million in restricted EPC settlement funds, which have been
designated for as yet undetermined capital improvements, as a
temporary bridge until it receives it monthly capacity payment
from its offtaker, TAQA Gen X LP.  TAQA Gen X is co-owned by Royal
Bank of Scotland plc and Abu Dhabi National Energy Company.  After
the company replenishes its restricted funds and pays debt service
on its bonds, however, Moody's estimates that the company will be
left with as little as $200,000 in unrestricted cash as of the end
of August.  Though Moody's expects the UBoC line to be repaid in a
timely manner, Moody's do not believe that a default under that
facility would cross default to the bonds.  Moody's notes that in
addition to the $10.6 million in restricted EPC settlement funds,
the project also benefits from a $22 million debt service reserve
fund, which it does not currently expect it will have to access.

The second of the company's working capital line, for $3 million,
is provided by the company's parent, AES Corp., is payable on a
subordinated basis to the company's other obligations.  It is
Moody's understanding that there is no direct consequence to the
company for failing to repay that line by its stated maturity, and
the company currently expects to repay it in September if it is
not renewed prior to that point.  The company reports that it is
currently in discussions with AES Corp. about renewing and
expanding this facility.

The company is heavily reliant on its external lines of credit
because of the seasonality of its cash flows and the narrowness of
its financial margins, coupled with a lack of significant
unrestricted internal sources of liquidity.  Over 50% of the
capacity payments under its tolling agreement are received in just
four months, between July and October, This should allow the
company to replenish its internal cash somewhat and should provide
it with sufficient cash to make its November debt service payment
date.  However, even assuming the company does not encounter any
unforeseen operational problems and it is able to achieve its
expense budget, the company currently projects that it will be
left with just $1.3 million in unrestricted cash going into the
winter, when its operating cash flows can turn negative.

If the company has insufficient operating cash flows to meet its
fixed obligations, it may be able to defer subordinated rebates to
its offtaker and management fees payable to AES Corp.  In 2008,
these totaled $7.4 million and $1.8 million respectively.  Debt
service coverage in 2008 increases from a very narrow 1.1x to a
more manageable 1.3x prior to payment of these expenses.  The
rebates are payable quarterly after debt service and the
management fees are all budgeted for December.  However, it is
unclear at this point what the consequences under the tolling
agreement are for such a deferral.

Recent changes in the project's dispatch profile are seeing it run
for longer periods and, together with upcoming capital
improvements, are expected to benefit financial performance over
the medium-to-long term.  However, coverage is likely to be lower
in 2010 because of a significant expected increase in capital
expenditures related to major outages scheduled for 2 of the
project's 3 units.  These are the first such outages that will be
undergone by these units.  Because of a mismatch between the
project's historical dispatch profile and the payment structure
under its long-term service agreement with Siemens Power
Generation, Inc., Moody's expect the project will have to make
significant true-up payments to Siemens in conjunction with these
outages.  Given the lack of external liquidity and the narrowness
of the company's financial margins, it is unclear how these will
be financed at this point.

The last rating action on the project bonds occurred on May 22,
2007, when the B1 rating was affirmed.

AES Red Oak is an 830 megawatt gas-fired electric generating
project located in Sayreville, New Jersey.  The project, which is
owned by AES Corp., currently sells all of its capacity to TAQA
Gen X LP pursuant to a tolling agreement expiring in 2022.


AFFILIATED COMPUTER: Debt Trades at 1.75% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Affiliated
Computer Services, Inc. is a borrower traded in the secondary
market at 98.25 cents-on-the-dollar during the week ended Friday,
Aug. 7, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.84 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 13, 2013.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba2 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 7, among the 137 loans with five or more bids.

Affiliated Computer Services, Inc. (NYSE:ACS) -- http://www.acs-
inc.com/ -- is a provider of business process outsourcing and
information technology services to commercial and government
clients.  The Company has two segments based on the clients it
serves: commercial and government.  The commercial segment
accounted for approximately 60% of its revenues during the fiscal
year ended June 30, 2008 (fiscal 2008).  The Company provides
services to a variety of clients worldwide, including information
technology, human capital management, finance and accounting,
customer care, transaction processing, payment services and
commercial education.  During fiscal 2008, revenues from the
government segment accounted for approximately 40% of the
Company's revenues.  The Company services its clients through
long-term contracts.  It supports client operations in more than
100 countries. In March 2009, it acquired e-Services Group
International.  In June 2009, it completed the acquisition of
United Kingdom-based Anix.

As of August 9, 2009, Affiliated Computer continues to carry an
issuer default rating of 'BB' and senior notes rating of 'BB-'
from Fitch Ratings, a 'Ba2' long term corporate family rating from
Moody's and a 'BB' long term issuer credit rating from Standard &
Poor's.


ALTUS PHARMACEUTICALS: Posts $4.86 Mil. Net Loss in 2nd Quarter
---------------------------------------------------------------
Altus Pharmaceuticals Inc. posted a net loss of $4,862,000 for
three months ended June 30, 2009, compared with a net loss of
$25,260,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $25,480,000 compared with a net loss of $49,759,000 for the
same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $26,521,000, total liabilities of $20,696,000 and stockholders'
equity of $5,825,000.

At June 30, 2009, the Company had $8.1 million in cash and cash
equivalents, and held no marketable securities.  The Company's
balance of cash and cash equivalents at June 30, 2009, does not
include $8.9 million held as restricted cash.   The Company's
funds at June 30, 2009 were invested in government and agency
money market funds.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4125

Based in Cambridge, Massachusetts, Altus Pharmaceuticals Inc. is a
developer of oral and injectable protein supplements.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 13, 2009,
Ernst & Young LLP, independent registered public accounting firm
for Altus Pharmaceuticals Inc., said that there is substantial
doubt about the company's ability to continue as a going concern.
E&Y, following its audit of the Company's 2008 results, noted that
(i) the Company has incurred recurring operating losses and has an
accumulated deficit, (ii) the Company has said that its cash and
cash equivalents will fund operations into the fourth quarter of
2009 at which time it will be required to raise additional
capital, find alternative means of financial support, or both.


AMC ENTERTAINMENT: Bank Debt Trades at 5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment,
Inc., is a borrower traded in the secondary market at 95.15 cents-
on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.85
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 23, 2013.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba2 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

                      About AMC Entertainment

Headquartered in Kansas City, Missouri, AMC Entertainment, Inc. --
http://www.amctheatres.com/-- is a theatrical exhibition company.
As of April 2, 2009, AMC owned, operated or held interests in 307
theatres with a total of 4,612 screens, approximately 99% of which
were located in the United States and Canada.  Revenues for fiscal
2009 were $2.3 billion.

The Company's principal direct and indirect owned subsidiaries are
American Multi-Cinema Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment International Inc.

                           *     *     *

As of August 9, 2009, AMC Entertainment continues to carry a 'B'
long term foreign issuer credit rating from Standard & Poor's and
a 'B' long term issuer default rating from Fitch.


AMERICAN ACHIEVEMENT: 59.35% Tendered in Discounted Offer
---------------------------------------------------------
American Achievement Group Holding Corp. on August 6, 2009,
reported the expiration and final results of its cash tender offer
regarding its outstanding 12.75% Senior PIK Notes due 2012 (CUSIP
No. 02369BAB2, 02369BAA4, 02369BAE6, 02369BAD8).

The Offer expired at 5:00 p.m., New York City time, on August 5,
2009.  As of the Offer Expiration Date, $65,336,774 aggregate
principal amount of the Notes, representing roughly 59.35% of the
outstanding Notes, had been validly tendered pursuant to the
Offer.  Because more than $65,000,000 aggregate principal amount
of the Notes, representing roughly 59% of the outstanding Notes,
was tendered pursuant to the Offer, the minimum tender condition
has been satisfied and because the tender cap of $85,000,000
aggregate principal amount of the Notes was not exceeded, all
Notes tendered pursuant to the Offer will be accepted for purchase
at the purchase price of $350.00 per $1,000 per principal amount
of the Notes.  No additional amounts are payable with respect to
any accrued or unpaid interest on the Notes since April 1, 2009.
The settlement date was expected to be August 7, 2009.

American Achievement said its is amending its previously announced
cash tender offer with respect to its outstanding 12.75% Senior
PIK Notes due 2012 (CUSIP No. 02369BAB2, 02369BAA4, 02369BAE6,
02369BAD8) to extend the offer expiration date from 11:59 p.m.,
New York City time, on July 31, 2009, to 5:00 p.m., New York City
time, on August 5, 2009, and to decrease the minimum tender
condition from $70,000,000 aggregate principal amount of the
Notes, representing roughly 64% of the outstanding Notes, to
$65,000,000 aggregate principal amount of the Notes, representing
roughly 59% of the outstanding Notes.

Goldman, Sachs & Co. acted as the dealer manager for the Offer.
The depositary and information agent for the Offer was Global
Bondholder Services Corporation.  Questions regarding the Offer
may be directed to Goldman, Sachs & Co., at (800) 828-3182 (toll
free) or (212) 357-4692 (collect).  Requests for copies of the
Offer to Purchase and related documents may be directed to Global
Bondholder Services Corporation at (866) 873-6300 (toll free) or
(212) 430-3774 (banks and brokerage firms).

The Offer was made solely by means of the offer to purchase dated
June 4, 2009, as amended and supplemented by the supplement dated
July 20, 2009.

American Achievement Group Holding Corp. is the indirect parent
company of American Achievement Corporation.  American Achievement
Corporation is a provider of products that forever mark the
special moments of people's lives.  As the parent company of
brands like ArtCarved(R), Balfour(R), Keepsake(R), and Taylor
Publishing, American Achievement Corporation's legacy is based
upon the delivery of exceptional, innovative products, including
class rings, yearbooks, graduation products and affinity jewelry
through in-school and retail distribution.


AMERICAN AXLE: Q2 Results Won't Affect S&P's 'CCC+' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
American Axle & Manufacturing Holdings Inc. (CCC+/Negative/--) are
not immediately affected by the company's announcement of its
financial results for the second quarter of 2009.  Sales were
$245.6 million, down about 50%, year over year.  Operating losses
were a negative $260.6 million, an improvement from the negative
$527.9 million a year ago, due to sharply lower costs.

According to the company, its main goal is to complete its
restructuring outside bankruptcy, and it is negotiating with key
stakeholders on various commercial and financial agreements to
achieve long-term business viability.  Still, there is no
assurance that the company will reach a satisfactory arrangement
with its stakeholders, so bankruptcy remains a realistic option.
As of June 30, 2009, American Axle was not in compliance with
certain covenants under its revolving credit facilities.
Consequently, the company entered into a waiver and amendment that
has been extended through August 20, 2009.


AMERICAN AXLE: Doesn't See Collection Issues with New GM, Chrysler
------------------------------------------------------------------
American Axle & Manufacturing Holdings Inc. reports it has
collected substantially all of its pre-bankruptcy receivables from
General Motors and Chrysler LLC, and does not anticipate
collection issues with any subsequent receivable balances as to
both bankrupt automakers.

On June 1, 2009, GM filed for bankruptcy protection in the U.S.
Southern District of New York.  Post-bankruptcy GM -- New GM --
was purchased out of bankruptcy on July 10, 2009.  American Axle
says sales to GM were roughly 76% of its total net sales for the
six months ended June 30, 2009.

On April 30, 2009, Chrysler filed for bankruptcy protection in the
U.S. Southern District of New York.  Post-bankruptcy Chrysler --
New Chrysler -- was purchased out of bankruptcy on June 10, 2009.
Axle says sales to Chrysler were roughly 9% of total net sales for
the six months ended June 30, 2009.

Pursuant to a 1994 Asset Purchase Agreement between GM and Axle,
GM agreed to share proportionally in the cost of postretirement
healthcare for eligible retirees based on the length of service an
associate had with Axle and GM.  The GM postretirement cost
sharing asset reflects the portion of the obligation expected to
be received from GM under this cost sharing agreement.  Axle
believes that New GM will honor the obligation to AAM under the
postretirement cost sharing agreement and, accordingly, Axle has
not recorded a loss on the potential inability to recover this
asset in full as of June 30, 2009.

Axle and New GM continue to negotiate final terms for the
assumption by New GM of certain contracts and definitive contract
terms.

In the second quarter of 2009, GM began extended summer production
shutdown for many of the facilities Axle supports.  Chrysler also
temporarily idled manufacturing operations for a significant
portion of the second quarter through its exit from bankruptcy.
Axle says the extended production shutdowns at GM and Chrysler
significantly reduced production volumes, revenues and gross
profit in the second quarter of 2009 and will continue to
adversely affect Axle's production volumes, revenues and gross
profit in the third quarter of 2009.

Axle filed its quarterly report on Form 10-Q for the period ended
June 30, 2009.

As reported by the Troubled Company Reporter on August 7, 2009,
Axle reported a second quarter net loss of $288.6 million or $5.20
per share.  This compares to a net loss of $644.3 million or
$11.89 per share in the second quarter of 2008.

Axle said its results in the second quarter of 2009 were adversely
impacted by the extended production shutdowns of GM and Chrysler.
AAM estimates the reduction in sales and operating income
resulting from these shutdowns to be approximately $203.6 million
and approximately $65.7 million (or $1.18 per share),
respectively.

Net sales in the second quarter of 2009 were $245.6 million as
compared to $490.5 million in the second quarter of 2008.  AAM
estimates that approximately $203.6 million of this decrease was
attributable to the extended production shutdowns by GM and
Chrysler.  Net sales in the first half of 2009 were $648.0 million
as compared to $1.1 billion in the first half of 2008.  AAM's
operating loss in the first half of 2009 was $277.3 million as
compared to an operating loss of $609.5 million for the first half
of 2008.  For the first half of 2009, AAM estimates the reduction
in sales and operating income resulting from the extended
production shutdowns by GM and Chrysler to be $203.6 million and
$65.7 million ($1.18 per share), respectively.

At June 30, 2009, Axle had $1.92 billion in total assets and
$2.65 billion in total liabilities, resulting in $736.0 million in
stockholders' deficit.

According to Bloomberg, Chief Executive Officer Richard Dauch said
at a conference call with investors on August 5 that American Axle
seeks to shrink operations to match a decline in auto output
without having to resort to bankruptcy court protection.  "It is
AAM's primary objective to complete our restructuring outside of a
bankruptcy process," Mr. Dauch said.  Analysts have earlier
suggested the Company may need to file because it won't be able to
meet loan terms.

In its quarterly report, Axle said it is currently working with
key stakeholders on various commercial agreements and financing
arrangements (including amendments to existing credit agreements)
that would result in a comprehensive, long-term solution outside
of bankruptcy.  Axle said there can be no assurance it will be
successful in reaching agreements with the parties and avoid
filing for bankruptcy protection.

As of June 30, 2009, Axle was not in compliance with certain
covenants in its Revolving Credit Facility agreement.  On June 30,
Axle entered into a waiver and amendment to the Credit Agreement
dated as of January 9, 2004, as amended and restated as of
November 7, 2008.  The waiver and amendment, among other things,
provides a waiver through July 30, 2009, of the financial
covenants relating to secured indebtedness leverage and interest
coverage as well as a waiver of the collateral coverage
requirement of the Revolving Credit Facility.  During the waiver
period, Axle is required to maintain a daily minimum liquidity of
$100 million and will be limited in its ability to incur,
refinance or prepay certain debt, make investments, and make
restricted payments.  On July 29, the waiver was extended through
August 20, subject to certain terms and conditions.

"If we are unable to further extend the waiver period or amend
these agreements, our lenders under the Revolving Credit Facility
can terminate their lending commitments under the Revolving Credit
Facility and declare the loans outstanding, along with accrued
interest, to become immediately due and payable.  If the lenders
under the Revolving Credit Facility declare the loans thereunder
immediately due and payable, this would permit the lenders under
the Term Loan and the lenders under certain foreign credit
facilities to accelerate and call their respective loans," Axle
said.

Axle explained acceleration of the Revolving Credit Facility or
the Term Loan would also be an event of default under the 7.875%
Notes and 5.25% Notes, which would give the holders of 25% of
these Notes or the trustee for these Notes the right to accelerate
payment of principal and accrued interest on these Notes 30 days
after the Company receives written notice from them.  Given the
uncertainties surrounding its ability to modify its existing debt
agreements with lenders, and the consequences of its inability to
amend the agreements or obtain an additional waiver of the
covenant violations, Axle said it may be unable to continue as a
going concern.

A full-text copy of Axle's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?4110

                       About American Axle

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 July 14, 2009,
Reuters, citing people familiar with the matter, said Axle is
working with Shearman & Sterling as it considers restructuring
options, including filing for bankruptcy.  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.


AMERICAN CAPITAL: Fitch Downgrades Issuer Default Rating to 'B-'
----------------------------------------------------------------
Fitch Ratings has downgraded these American Capital Strategies LLC
ratings:

  -- Issuer Default Rating to 'B-' from 'BB-';

  -- Senior unsecured debt to 'B+/RR2' (71% - 90% recovery band)
     from 'BB-'.

The ratings remain on Rating Watch Negative.  Approximately
$2.3 billion of debt is affected by this action.

The rating downgrade underscores the company's limited financial
flexibility and significant reliance on the sale of investment
assets to reduce leverage.  Given the weak economic environment,
Fitch recognizes that continued deterioration in ACAS investment
portfolio performance is likely and will continue to pressure
efforts to reduce leverage due to the recognition of further
unrealized losses and lower than anticipated proceeds from asset
sales.  Notching of the senior unsecured debt rating and the
recovery rating reflects Fitch's evaluation of the adequacy of
unencumbered investment assets to support repayment of unsecured
debt.  Fitch's evaluation incorporated the likelihood of further
stress on existing portfolio investment values.

Regarding the outcome of company's efforts to remedy a default on
$2.3 billion of unsecured debt, Fitch notes that ACAS remains
actively engaged in negotiations with its banks and unsecured
lenders to restructure and resolve the default.  Thus far, lenders
have not exercised their right to accelerate the repayment of this
debt and ACAS continues to pay default interest.

Resolution of the Rating Watch Negative will be primarily driven
by ACAS' ability to reach an agreement with its unsecured
creditors.  Fitch anticipates that the restructure will provide a
maturity extension and require principal amortization over the
life of the transaction, in part, necessary for ACAS to meet the
200% asset coverage requirement as a business development company.
Fitch expects that unsecured lenders will also require a secured
collateral interest in all existing unencumbered portfolio assets.
Timely execution of a restructure that incorporates achievable
terms and conditions is a critical near-term rating factor and
would alleviate current downward rating momentum.


AMERICAN INT'L: AIG Global Real Estate Unit Gets 2 New Executives
-----------------------------------------------------------------
American International Group, Inc., has named William J. Glasgow
Chief Restructuring Officer of AIG Global Real Estate, the
international real estate investment organization.

"Will Glasgow's management and restructuring experience spans not
only real estate, but also financial services and other
industries," said Paula Rosput Reynolds, AIG Vice Chairman and
Chief Restructuring Officer.  "His background is especially
valuable as AIG seeks the best possible outcomes for its real
estate assets."

In conjunction with the overall restructuring of AIG, AIG Global
Real Estate has previously announced its intention to divest
certain holdings in its real estate business.  Mr. Glasgow will
oversee the execution of the real estate restructuring program.

        Robert Gifford Appointed as Unit President & CEO

American International Group, Inc., has named Robert G. Gifford as
President and Chief Executive Officer of AIG Global Real Estate,
the international real estate investment organization.

Mr. Gifford's experience includes 22 years with AEW Capital
Management, L.P., the Boston-based real estate investment
management advisor to leading institutional and private investors,
where he was a Principal holding leadership positions in
acquisitions, capital markets, portfolio management and new
product development.  Prior to AEW, Mr. Gifford worked for The
Rouse Company, a developer and owner of regional shopping centers,
urban mixed use projects and planned communities.

"Rob Gifford brings to AIG a deep and versatile background in real
estate investment, development and portfolio management," said
Paula Rosput Reynolds, AIG Vice Chairman and Chief Restructuring
Officer.  "He also has an outstanding reputation for earning the
confidence of investors, including during challenging real estate
market conditions."

Mr. Gifford succeeds Jeffrey Hurd, Senior Vice President, Head of
Asset Management Restructuring and AIG Chief Administrative
Officer, who has been serving as interim President and Chief
Executive Officer of AIG Global Real Estate.  Mr. Hurd will resume
his previous responsibilities on a full-time basis.

AIG Global Real Estate invests in, develops, and manages
$24.3 billion of real estate in 50 countries for clients and other
AIG companies.  In conjunction with the overall restructuring of
AIG, the company has previously announced its intention to divest
certain holdings in its real estate business and reduce its global
footprint.

Mr. Gifford earned a bachelor's degree in history magna cum laude
from Dartmouth College and a master's degree in public and private
management from Yale University

                      About American Int'l

Headquartered in New York, AIG Global Real Estate has
$24.3 billion of assets under management in 50 countries around
the world.

Prior to joining AIG, Mr. Glasgow served as the Chief Operating
Officer of Scanlan Kemper Bard Companies, LLC, the real estate
private equity firm.  Previously, he held various senior positions
at PacifiCorp, including Chief Financial Officer.  Mr. Glasgow
also served as Chairman, President and CEO of PacifiCorp Holdings,
which included PacifiCorp Financial Services, NERCO, Inc., and
Pacific Telecom.  His career also includes leadership positions in
venture capital management, including BCN Data Systems, and
international joint venture controlled by Bechtel, and he has
served as a director of numerous public and private companies.

Mr. Glasgow earned a bachelor's degree in economics, magna cum
laude, from the Wharton School of Business at the University of
Pennsylvania and a law degree, magna cum laude, from Harvard
University.

Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

At March 31, 2009, AIG had $819.75 billion in total assets and
$765.53 billion in total liabilities.  At September 30, 2008, AIG
had $1.022 trillion in total assets and $950.9 billion in total
debts.

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group.  AIG's subordinated debt rating has been downgraded to Ba2
from Baa1.  The rating outlook for AIG is negative.  This rating
action follows AIG's announcement of net losses of $62 billion for
the fourth quarter and $99 billion for the full year of 2008,
along with a revised restructuring plan supported by the U.S.
Treasury and the Federal Reserve.  This concludes a review for
possible downgrade that was initiated on September 15, 2008.


ANDERSON HOMES: Final Cash Collateral Hearing Adjourned to Aug. 26
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has continued to August 26, 2009, at 11:00 a.m. the final
hearing on Anderson Homes, Inc., et al.'s emergency motion to use
cash collateral.

As reported in the TCR on July 8, 2009, the Bankruptcy Court
entered its fourth order authorizing the Debtors to continue using
their construction lenders' cash collateral to pay operating
expenses, generally in accordance with the budget.

As reported in the Troubled Company Reporter on March 20, 2009,
the Construction Lenders holding liens on certain sale properties
and the approximate amounts due to each are:

                                              Amount
                                           ------------
   Bank of America                         $0.25 million
   Capital Bank                            $2.6 million
   KeySource Bank                          $1.1 million
   Paragon Commercial Bank                 $4.3 million
   RBC Centura Bank                        $2.0 million
   Regions Bank                            $4.9 million
   Wachovia Bank                           $4.8 million

In addition, certain secured creditors holding deeds of trust on
certain sale properties are James D. Goldston and William
Goldston, owed about $568,000; and Stock Building Supply, Inc.,
owed $1,562,942.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shareholder is David Servoss, who is also
the president.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring efforts.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


ANDERSON HOMES: Plan Filing Period Extended to September 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has extended Anderson Homes, Inc., et al.'s exclusive
period to file a plan through and including September 13, 2009.

The Debtors told the Court that theirs is a complex case involving
four separate debtor-entities, numerous secured and unsecured
creditors, and a large number of real properties in varying
degrees of completion, and that they are in the process of
formulating a plan and disclosure statement.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shareholder is David Servoss, who is also
the president.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring efforts.  At the
time of the filing, Anderson Homes said it had total assets of


ARAMARK CORP: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK
Corporation is a borrower traded in the secondary market at 95.56
cents-on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.94
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 26, 2014.  The Company pays 187.5 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

ARAMARK Corporation -- http://www.aramark.com/-- is the world's
#3 contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US. It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services. The company also provides facilities management
services. Through ARAMARK Uniform and Career Apparel, the company
supplies uniforms for healthcare, public safety, and technology
workers. Founded in 1959, ARAMARK is owned by an investment group
led by chairman and CEO Joseph Neubauer.

As of August 9, 2009, Aramark continues to carry a 'B1' long term
corporate family rating from Moody's, a 'B+' long term foreign
issuer credit rating from Standard & Poor's and a 'B' long term
issuer default rating from Fitch.


ASARCO LLC: Committee, Bondholders Oppose Parent Plan
-----------------------------------------------------
ASARCO LLC has sent to creditors for voting competing plans
separately proposed by the Debtors, Asarco Incorporated, and a
group led by Harbinger Capital Partners Master Fund I, Ltd.  Key
parties in the case have filed objections.

Various parties have filed objections to the plan proposed by
ASARCO Inc. and its related entities.

  -- ASARCO LLC

ASARCO LLC and its affiliated Chapter 11 Debtors oppose the
confirmation of the Modified Sixth Amended Plan of Reorganization
proposed by ASARCO Incorporated and Americas Mining Corporation
because the Parent Plan:

  (a) is not filed in good faith;

  (b) is not fair and equitable in that it violates the absolute
      priority rule and improperly provides a release to the
      non-debtor Parent for insufficient consideration;

  (c) is not feasible; and

  (d) fails to comply with all provisions necessary to confirm a
      plan of reorganization.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
avers that the Parent has recognized that creditors were voting
overwhelmingly in favor of the Debtors' Plan and against the
previous version of the Parent Plan, so the Parent filed its
latest plan in a last-ditch effort to dramatically limit, if not
extinguish, its liability on the judgment entered by the U.S.
District Court for the Southern District of Texas, Brownsville
Division, in favor of ASARCO, in the litigation against the
Parent relating to shares of Southern Peru Copper Company, now
known as Southern Copper Corporation.

"The Parent is motivated more by a desire to regain control of
ASARCO and escape liability for taking ASARCO's crown jewel in
actual fraud of ASARCO's creditors than by any desire to
reorganize ASARCO," Mr. Kinzie alleges.  "The approximately
$8 billion judgment against AMC in the Southern Copper lawsuit is
completely released with respect to creditors treated under
Option A of the Parent's Plan for Class 3 general unsecured
creditors (the default option for non-voting creditors)," he
explains.

In return, Mr. Kinzie asserts, creditors electing Option A, as
well as those who do not vote or change their vote on the Parent
Plan, receive less than full payment on their claims and no
postpetition interest.  He contends that under Options B and C of
the Parent Plan, the Parent's liability on the SCC Judgment is
limited to a mere fraction of the judgment, effectively giving
the Parent a release for the balance, again in return for less
than full payment.

With its Plan, the Parent simply seeks to regain control of
ASARCO and retain the shares of SCC with no regard for ASARCO's
viability as a going concern or the interests of ASARCO's
creditors, Mr. Kinzie argues.

  -- Creditors Committee

In the exercise of its statutory duties under Section 1103 of the
Bankruptcy Code, the Official Committee of Unsecured Creditors
tells Judge Schmidt that it has undertaken a serious review and
analysis of the Modified Sixth Amended Plan of Reorganization
filed by Asarco Incorporated and Americas Mining Corporation.

The Creditors Committee says it intends to continue review and
analyze the Parent Plan in light of the vote of creditors and
discovery.  In the meantime, the Committee seeks to preserve its
rights on all issues prior to the confirmation hearing.

On the Committee's behalf, Paul M. Singer, Esq., at Reed Smith
LLP, in Pittsburgh, Pennsylvania, contends that the Parent Plan
cannot be confirmed because it fails to satisfy the requirements
of:

  (a) Sections 1129(a)(1) and (3) of the Bankruptcy Code because
      the settlement evidenced by the Amended Agreement in
      Principle has not been, and cannot be, approved under
      Rule 9019 of the Federal Rules of Bankruptcy Procedure;

  (b) Sections 1129(a)(1) and (3) because the Parent Plan
      provides for a "deemed consolidation" in violation of
      existing case law;

  (c) Section 1129(a)(1) and (3) because the Parent Plan
      provides for releases of non-debtor third parties, which
      are prohibited under existing case law;

  (d) Section 1129(a)(5) because the post-Effective Date
      officers and directors of Reorganized ASARCO, the Plan
      Administrator, the Litigation Trustee and the members of
      the Litigation Trust Board have not been disclosed;

  (e) Section 1129(a)(7) because the Parent has not established
      that the Parent Contribution exceeds the liquidation value
      of the New Equity Interests, and the value of the Released
      Litigation contemplated under the Plan; and

  (f) Section 1129(a)(8) unless all impaired classes under the
      Parent Plan have voted in favor of that Plan.

The Creditors Committee reserves the right to raise additional
objections to the confirmation of any of the Plans prior to or at
the Confirmation Hearing, and to withdraw objections raised at or
prior to the Confirmation Hearing.

  -- U.S. Trustee (Objections to Competing Plans)

Charles F. McVay, the U.S. Trustee for Region 7, filed separate
objections against the three competing plans of reorganization
submitted for the Debtors' cases.

Mr. McVay tells the Court that he and counsel for Asarco
Incorporated and Americas Mining Corporation have discussed his
objection to certain provisions in the Parent Plan, specifically,
Section 11.9 Releases by Holders of Claims, Demands, and
Interests of the Parent Plan.

Although the Parent has made some changes in its Plan to satisfy
his objections, Mr. McVay says that he still has objections to
certain of the provisions in Section 11.9.  He contends that the
Parent's Sixth Amended Chapter 11 Plan of Reorganization violates
Section 524(e) of the Bankruptcy Code with respect to non-debtor
releases and therefore, the Plan cannot be confirmed as it
violates Section 1129(a)(1) of the Bankruptcy Code.

"As they relate to attorneys, the Parent Plan's releases also run
afoul of applicable professional standards of conduct," Mr. McVay
argues.  "The effect of Section 11.9 would be to release and
discharge attorneys for their conduct in the case.  For the legal
profession, it has long been accepted that it is unethical for a
professional to accept any form of exoneration of liability from
its client," he points out.

Permitting broad indemnification or exculpation removes incentive
to professionals to perform their duties competently, Mr. McVay
tells the Court.  He adds that clearly, in a non-bankruptcy
context, broad exculpatory provisions are generally not available
to attorneys -- the result should be no different in a bankruptcy
context.

  -- United Steelworkers

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
AFL-CIO submits (i) an objection to the ASARCO Incorporated and
Americas Mining Corporation's Modified Sixth Amended Plan of
Reorganization for the Debtors, and (ii) statement of support for
the Debtors' Sixth Amended Plan of Reorganization.

The USW is the collective bargaining representative of
approximately 1,400 employees of ASARCO LLC and the authorized
representative of approximately 800 retirees and surviving
spouses of ASARCO.  The survival and viability of a reorganized,
operating ASARCO, and the long term security of jobs for
bargaining unit employees and retiree benefits for bargaining
unit retirees, have been and continue to be of prime importance
to the USW and the constituencies it represents, Patrick M.
Flynn, Esq., in Houston, Texas, tells the Court.

The three-year Court-approved collective bargaining agreement
between the USW and ASARCO LLC in January 2007 contains a Special
Successorship Clause that, with certain exceptions not applicable
in these circumstances, requires each prospective purchaser or
entity gaining control of ASARCO, including in the context of a
plan of reorganization, to negotiate a new collective bargaining
agreement with the USW, Mr. Flynn relates.

Mr. Flynn discloses that Sterlite (USA), Inc., the purchaser of
assets under the Debtors' Plan, has reached a CBA with the USW
providing major protections for employees and retirees.  He notes
that a key part of that agreement, given the expiration of the
ASARCO CBA in 10 months and Sterlite's status as a new potential
manager of ASARCO's assets, is Sterlite's agreement on a
successor agreement that helps bring long term security for
ASARCO's employees and retirees.

The Sterlite Agreement provides that if the parties cannot agree
to a new CBA next year, the terms of a successor CBA extending
for an additional three years from June 2010 will be resolved by
binding arbitration, with the arbitrator limited to determining
improvements in wages and pension benefits.

"The USW supports the confirmation of the Debtors' Plan in light
of all the facts and circumstances of this case and expresses a
preference for the confirmation of that plan," Mr. Flynn tells
the Court.  "It goes without saying that, in the event of and
after confirmation of the Debtors' Plan the USW will continue to
forcefully represent employees in future dealings with the
employer," he adds.

In stating its preference, the USW is also representing retiree
creditors, whose relevant retiree claims are impacted by the
treatment provided in the CBA or the absence of a CBA, which
relate to the plans of reorganization proposed for the Debtors,
Mr. Flynn asserts.  Under the Debtors' Plan and the assumption of
the Sterlite CBA, he notes, those benefits are guaranteed through
2013.  The treatment of the benefits under the Parent Plan,
however, is presently unclear, but under the Parent's current
bargaining offer those benefits could be terminated next year, he
points out.

Confirmation of the Parent Plan must be denied, Mr. Flynn argues,
because (i) the provisions of the SSC are applicable and binding
as the law of this case, (ii) the Parent seeks through its Plan
to effectuate a de facto rejection of the ASARCO CBA and the SSC
contrary to applicable law, and (iii) the Parent Plan fails to
meet the confirmation requirements of Sections 1123(b)(6),
1129(a)(1), 1129(a)(2), and 1129(a)(3), as well as the
feasibility requirements of Section 1129(a)(11) of the Bankruptcy
Code.

The Parent Plan violates the SSC because the SSC requires that
the Parent reach a consensual agreement with the USW, Mr. Flynn
contends.  He informs the Court that despite numerous
negotiations, the USW and the Parent failed to reach a new
consensual CBA.  In the absence of an application by the Debtors
or the Official Committee of Unsecured Creditors to terminate the
SSC, the SSC is binding and the Parent Plan cannot be confirmed,
he points out.

Mr. Flynn further argues, among other things, that the Parent's
Plan cannot be confirmed because the Parent's attempt to obtain
confirmation of its Plan is an attack on the SSC, and it thereby
seeks to relitigate issues that were decided both by the Court in
the CBA Order as well as the District Court's order affirming the
CBA Order.

  -- Majority Bondholders

Harbinger Capital Partners Master Fund I, Ltd., and Citigroup
Global Markets, Inc., the Debtors' Majority Bondholders that
collectively hold approximately two-thirds of the principal
amount of unsecured bonds and debentures issued by ASARCO LLC,
jointly submit an objection to confirmation of the Sixth Amended
Plan of Reorganization for the Debtors proposed by Asarco
Incorporated and Americas Mining Corporation.

Harbinger proposed a plan of reorganization for the Debtors, but
has recently dropped from the race to acquire ASARCO LLC.

"The moving target that is the Parent Plan remains unconfirmable,
because even in its most recent incarnation it fails to take
account of the undisputable fact that these Debtors are solvent,"
Phillip L. Lamberson, Esq., at Winstead PC, in Dallas, Texas,
tells the Court.  He notes that ASARCO's most valuable asset is
the final judgment against the Parent for intentional fraudulent
conveyance of ASARCO's crown jewel -- its stock in Southern Peru
Copper Company, now known as Southern Copper Corporation.

The SCC Judgment is worth more than $7 billion on its face and,
in light of the egregious underlying facts and Judge Hanen's
detailed, carefully reasoned opinion, is highly likely to be
affirmed on appeal, Mr. Lamberson asserts.  Because the Debtors'
going concern value together with cash on hand leaves a solvency
gap of only about $336 million less than 5% of the SCC Judgment,
he explains that the present value of the SS Judgment, beyond any
reasonable dispute renders the Debtors solvent.  And it does so
with a sufficient margin to require full payment of all claims,
including postpetition interest, valued as of the effective date
of any confirmed plan, he continues.  He insists that the Parent
Plan fails to offer treatment that satisfies this requirement and
thus, is unconfirmable.

Since ASARCO is indisputably solvent, Mr. Lamberson contends that
the Parent Plan's failure to provide Class 3 General Unsecured
Claims, including the Majority Bondholders' claims, with payment
in full valued as of the Effective Date renders the Parent Plan
non-confirmable under Section 1129 of the Bankruptcy Code for at
least two independent reasons:

  (1) The Parent Plan does not satisfy Section 1129(a)(7)'s best
      interests of creditors test.  Because the Debtors are
      solvent, that test requires that the Majority Bondholders
      receive property of a value as of the Effective Date equal
      to the full amount of their claims, including postpetition
      interest; and

  (2) The Majority Bondholders expect that Class 3 General
      Unsecured Claims will vote not to accept the Parent Plan,
      therefore requiring that the Parent Plan satisfy the
      cramdown standards of Section 1129(b).

  -- Indenture Trustees

Indenture Trustees Wells Fargo Bank, National Association,
Wilmington Trust Company and Deutsche Bank Trust Company Americas
jointly file an objection to the confirmation of Asarco
Incorporated and Americas Mining Corporation's Modified Sixth
Amended Plan of Reorganization for the Debtors.

Under the Parent Plan, holders of Class 3 General Unsecured
Claims, which include bondholders, are given the right to elect
one of three proposed treatments, the Indenture Trustees relate.
However, they assert, the Parent Plan does not include any
process for identifying, on the effective date of the Parent
Plan, which bondholders made which elections, particularly given
that bondholders that exercised an election may have traded their
bonds after making the election.

Thus, the Indenture Trustees argue that it is not clear to them
how the Parent will ensure that accurate distributions are made
to bondholders on account of the elections on the Effective Date.

The Indenture Trustees also join in the legal arguments advanced
by Harbinger Capital Partners Master Fund I, Ltd., and Citigroup
Global Markets, Inc., in the Major Bondholders' objection to the
confirmation of the Parent Plan.

  -- Montana Resources, Inc.

Montana Resources, Inc., filed with the Court separate objections
against the confirmation of the plans of reorganization filed by
the Debtors and Harbinger Capital Partners Master Fund I, Ltd.

MRI is a substantial creditor in the Debtors' bankruptcy cases,
and is entitled to vote Allowed and Disputed Claims in the amount
of $58.8 million.  MRI is also the defendant in an adversary
proceeding, in which the Debtors seek to avoid the contractual
extinguishment of a former subsidiary Debtor's interest in a
mining partnership under, and to recover the interest.

A recovery by the plaintiff in the MRI Action will do no more
than entitle MRI to an unsecured breach of contract claim against
the bankruptcy estate under Section 502(h) of the Bankruptcy Code
for the value of any property it is required to disgorge.  If
recoveries to creditors under a confirmed plan are anything close
to the full payment all Plan Proponents predict, then the MRI
Action will be a wash for the estate at best, relates Henry J.
Kaim, Esq., at King & Spalding LLP, in Houston, Texas.

"Because it has a substantial stake in this matter, MRI is
heartened that Debtors believe there is a 'realistic possibility'
that all of the estate's creditors will be paid in full," Mr.
Kaim tells the Court.  Unfortunately, he points out that the
Debtors' Plan and the Harbinger Plan cannot be confirmed because
the Plans:

  -- fail to cap recoveries in certain avoidance actions, and
     to provide for dismissal of those actions when allowed
     claims and expenses have been paid in full;

  -- discriminate unfairly against contingent creditors, like
     MRI, who may assert claims under Section 502(h); and

  -- contain dubious consolidation and fee shifting provisions.

Each of these elements of the Plans violates Section 1129 of the
Bankruptcy Code and if left unremedied, requires the Court to
deny the Plans' confirmation, Mr. Kaim insists.

Mr. Kaim also contends that the Plans cannot be confirmed because
the Debtors' Plan approves recoveries in excess of allowed
claims, while the Harbinger Plan contains an asbestos channeling
injunction that cannot comply with Section 524(g) of the
Bankruptcy Code.

-- Century Indemnity Company (Against Parent Plan)

Century Indemnity Company contends that Americas Mining
Corporation and Asarco Incorporated's Modified Sixth Amended Plan
of Reorganization for the Debtors is not feasible because it
fails to establish reserves for potential claims of Century
Indemnity and other insurers pursuant to Section 502(h) of the
Bankruptcy Code and other applicable non-bankruptcy law.

M. Forest Nelson, Esq., at Burt Barr & Associates, L.L.P., in
Dallas, Texas, contends that the Parent Plan cannot be confirmed
because it fails to disclose the identities, affiliations and
compensation of the management of Reorganized ASARCO.  He adds
that the Parent Plan fails to comply with Section 1123(a)(5) of
the Bankruptcy Code, which requires that a plan provide adequate
means for its implementation, because the Parent Plan fails to
provide adequate means for implementation insofar as it does not
reserve funds for the payment of potential claims.

  -- Plainfield Special Situations

Plainfield Special Situations Master Fund Limited relates that it
holds claims classified as Class 3 General Unsecured Claims under
Asarco Incorporated and Americas Mining Corporation's Modified
Sixth Amended Plan of Reorganization in an aggregate amount of
approximately $32 million, consisting of Bondholder Claims, Toxic
Tort Claims and Environmental Unsecured Claims.

Plainfield objects to the confirmation of the Parent Plan as it
violates the absolute priority rule by potentially paying
unsecured creditors property of a value that is less than the
full allowed amount of their claims, including postpetition
interest, while permitting the Parent to retain sole ownership of
ASARCO LLC.

Mark E. MacDonald, Esq., at MacDonald + MacDonald, P.C., in
Dallas, Texas, notes that the Parent concedes in its supplemental
solicitation documents that none of its proposed options provide
for more than a 96% cash recovery on the Plan Effective Date.  It
is possible though that under the Parent Plan, creditors may
receive additional future cash distributions based on recovery on
claims in the fraudulent transfer litigation relating to Southern
Copper Corporation stocks, and against Sterlite USA, Inc., Mr.
MacDonald acknowledges.  But any future cash distributions are
capped in an amount equal to unpaid principal and postpetition
interest, he points out.  "The prospect for any recovery on those
claims is not assured."

Accordingly, Mr. MacDonald asserts, the value as of the Effective
Date of the potential to receive a future additional cash
distribution on account of those claims must be discounted,
meaning that any distribution to unsecured creditors, like
Plainfield, on the Effective Date will have a value of less than
payment in full plus postpetition interest.

In order for the Parent Plan to be fair and equitable, it must
provide for postpetition interest to be confirmed pursuant to the
cramdown provisions of Section 1129 of the Bankruptcy Code, Mr.
MacDonald emphasizes.

Pursuant to the Parent Plan, the Parent will receive 100% of the
New Equity Interests in Reorganized ASARCO plus various releases.
Recognizing that it would violate the absolute priority rule if
the Parent received the consideration on account of its equity
interests in ASARCO, without paying unsecured creditors in full,
the Parent attempts to avail itself of the purported "new value"
exception to the absolute priority rule, Mr. MacDonald contends.

The "new value" exception permits a junior claimholder to receive
or retain property interests in a reorganized debtor over the
objection of an impaired senior class of creditors if the junior
claimholder makes a contribution to the debtor that "(1) is new,
(2) is in the form of money or money's worth, (3) is reasonably
equivalent to the value of the interest retained, and (4) is
necessary to the debtor's successful reorganization."

Under its Plan, the Parent is contributing the consideration, Mr.
MacDonald says.  He observes that while the total consideration
to be contributed by the Parent appears to exceed the total
consideration offered by Sterlite under the Debtors' Plan, the
Parent is receiving a valuable asset in return that Sterlite is
not -- namely, the release of a large portion of the SCC Final
Judgment.

By capping the future recovery of unsecured creditors at the
Allowed Amount plus Postpetition Interest, and thereby leaving
them with property that, when discounted for the possibility of
reversal, is worth less than that amount, Mr. MacDonald argues
that the Parent Plan fails to comply with the requirement of
Section 1129(b) that each creditor receive "property of a value,
as of the effective date of the plan, equal to the allowed amount
of such claim."

                        Competing Plans

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

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.1 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.

Harbinger said in early August 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.  It said that since it
filed its plan, the Debtors and Grupo Mexico have made substantial
modifications to the terms of their proposed plans.

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: Has Agreement in Principle With Bondholders
-------------------------------------------------------
Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
notifies the Court and parties-in-interest that ASARCO LLC and its
debtor-affiliates have reached an agreement in principle with
these holders of bonds and indenture trustees:

  (1) Harbinger Capital Partners Master Fund I and CitiGroup
      Global Markets Inc.;

  (2) Wilmington Trust Company, as Indenture Trustee of the
      ASARCO 8.5% Debentures due 2025;

  (3) Wells Fargo Bank, N.A., as Indenture Trustee of the ASARCO
      7.875% Debentures due 2013; and

  (4) Deutschebank Trust Company Americas, as Indenture Trustee
      of:

       -- Lewis and Clark County, Montana Debentures due 2033;
       -- the Nueces River Authority Debentures due 2027;
       -- Lewis and Clark County, Montana Debentures due 2027;
       -- Nueces River Authority Debentures due 2018; and
       -- Industrial Development Authority of the County of
          Gila, Arizona Debentures due 2027.

Mr. Davis tells the Court that the parties will proceed in good
faith towards documentation and execution of a final definitive
agreement reflecting the terms of the Agreement.  The parties
reserve their rights pending said documentation and execution.
They also reserve their rights in the event the Court denies the
request seeking approval of the agreement that the Debtors
contemplate filing under Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

The Indenture Trustees have not yet consented to certain portions
of the Agreement, nor have the states consented to accept the
federal judgment rate of interest, Mr. Davis tells the Court.
There are additional details, he says, that must be worked out in
connection with the Agreement.

Among the terms of the Agreement are:

  (a) Holders of the Bonds will receive Allowed Class 3 Claims
      in an amount equal to the $439.8 million principal amount
      of their Bonds, together with all accrued but unpaid
      prepetition interest of $7.8 million, for a total of
      $447.6 million.  The claims will be payable pari passu
      with the Allowed Claims of general unsecured creditors for
      principal and prepetition interest, if any;

  (b) Holders of the Bonds will receive Allowed Claims for all
      accrued postpetition interest at the non-default rate
      specified in the relevant Bond indentures compounded based
      on when interest payments were due under the indentures,
      estimated to be $162 million as of December 31, 2009;

  (c) Holders of the Montana 2033 Bonds, the Nueces 2027 Bonds,
      the Montana 2027 Bonds, the Nueces 2018 Bonds and the Gila
      Bonds will receive Allowed Claims in the amount of the
      prepayment premiums expressly provided under the
      indentures for those bonds;

  (d) Holders of the 2013 Bonds will receive, in settlement of
      their claims for alleged breach of the no-call feature of
      those bonds, an Allowed Claim in the amount of $5 million,
      calculated as 5% of the principal amount of those 2013
      Bonds.  Holders of the 2025 Bonds will receive, in
      settlement of their claims for alleged breach of the
      no-call feature of those bonds, an Allowed Claim in the
      amount of $15 million, calculated as 10% of the principal
      amount of those 2025 Bonds; and

  (e) Harbinger will file an administrative expense claim
      pursuant to Section 503(b)(3)(D) of the Bankruptcy Code
      for fees reasonably incurred in connection with its plan
      of reorganization for the Debtors, up to a cap of
      $6 million.

A full-text copy of the Agreement can be obtained for free at:

http://bankrupt.com/misc/ASARCO_AgreementInPrinciple_080309.pdf

               Parent Further Amends Supplement

The Parent has filed with the Court another Supplemental
Disclosure as of August 3, 2009.  The latest Supplemental
Disclosure reflects minor changes, including some footnotes and
the Debtors' comments regarding the Parent Plan.

A full-text copy of the latest Supplement is available for free
at http://bankrupt.com/misc/ASARCOInc_JDS_Supplement_080309.pdf

The Parent also filed its Modified Sixth Amended Plan, as
previously reported.

                        Competing Plans

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

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.1 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.

Harbinger said in early August 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.  It said that since it
filed its plan, the Debtors and Grupo Mexico have made substantial
modifications to the terms of their proposed plans.

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: Parties Filing Objections to Competing Plans
--------------------------------------------------------
ASARCO LLC has sent to creditors for voting competing plans
separately proposed by the Debtors, Asarco Incorporated, and a
group led by Harbinger Capital Partners Master Fund I, Ltd.  Some
parties have filed objections to all three competing plans.

  -- Mitsui, et al.

Mitsui & Co. (U.S.A.), Inc., Mitsui & Co., Ltd., Ginrei, Inc.,
and MSB Copper Corp. ask the Court to deny confirmation of the
plans of reorganization filed by the Debtors, Americas Mining
Corporation and ASARCO Incorporated, and Harbinger Capital
Partners Master Fund I, Ltd., unless and until the Plans are
amended to cure all of Mitsui's objections.

In July 2006, Mitsui filed Claim No. 10409, and in June 2008,
supplemented the Original Claim, which supplemented claim was
assigned Claim No. 18317.  Altogether, Mitsui has asserted a
claim for $28,298,974, about $26,210,420 of which was asserted as
secured, and $2,088,554 was asserted under unsecured status.  The
Mitsui Claim is based on leases of silver between Mitsui and
Asarco Incorporated.

Mitsui objects, pursuant to Section 1122(a) of the Bankruptcy
Code, to the separate classification of Class 3 and Class 4
general unsecured claims if and to the extent that the effect of
the separate classification is to provide Class 4 with
distributions, which are greater than the present value of
proposed distributions to Class 3.

With respect to Mitsui's unsecured claim in Class 3, the Debtors
Plan violates Section 1123(a)(4) of the Bankruptcy Code by
providing superior treatment to Class 4, if and to the extent it
is found that Class 4 should properly be classified or treated as
a single class with Class 3, asserts Stephen A. Goodwin, Esq., at
Carrington, Coleman, Sloman & Blumenthal, L.L.P., in Dallas,
Texas.

The federal judgment interest rate proposed by the Debtors in
their Plan is not a "Confirmable Interest Rate," Mr. Goodwin
contends.  Mitsui asserts instead that a Confirmable Interest
Rate in the context of the case is either (a) a floating Wall
Street Journal prime rate plus 2%, applicable to all claims
receiving interest, or alternatively, (b) the contractual
interest rates applicable to each contract.

Mr. Goodwin further argues that the Plans, among other things,
have not been shown to satisfy Section 1129(a) of the Bankruptcy
Code, and the consideration to be paid by the Plan Proponents is
simply inadequate to satisfy any of the criteria of Section
1129(a)(7).

  -- First State, et al.

First State Insurance Company, New England Insurance Company,
Hartford Accident and Indemnity Company, Twin City Fire Insurance
Company and Hartford Financial Services Group, Inc., object to
confirmation of the three competing plans of reorganization
proposed by the Debtors, Americas Mining Corporation and ASARCO
Incorporated, and Harbinger Capital Partners Master Fund I, Ltd.,
to the limited extent that the Plans contain provisions that
purport to impair rights or claims Hartford may have against non-
debtors.

The Plans appear to enjoin or release potential contribution,
indemnity or other claims Hartford may have under applicable law
against settling insurers or the Debtors' non-debtor Parent
companies for any potential liability Hartford may incur in a
pending avoidance action certain Debtors have commenced against
Hartford, Ronald A. Simank, Esq., at Schauer & Simank, P.C., in
Corpus Christi, Texas, tells Judge Schmidt.

As the Bankruptcy Code and the decisions of the Fifth Circuit
Court and other Courts of Appeals make clear, there is no basis
to approve the release or injunction of third-party claims
against non-debtor parties, unless the Plans compensate Hartford
through alternative means of recovery for loss of rights, Mr.
Simank contends.

Accordingly, Hartford insists the Plans should not be confirmed
unless they are amended either (i) to delete the third-party
release and injunction provisions, or (ii) to include appropriate
judgment-reduction provisions permitting Hartford to offset any
potential liability in the Action by the amount of any
contribution or other claims against non-debtor parties that
would be released or enjoined under the Plans.

  -- Halcyon Master Fund

Halcyon Master Fund L.P. submitted separate objections to the
plans of reorganization filed by (i) ASARCO LLC and its debtor
affiliates, and (ii) Asarco Incorporated and Americas Mining
Corporation.  Halcyon complains that the Plans do not treat
Halcyon's claims in a fair or proper manner.

Darrell L. Barger, Esq., at Hartline, Dacus, Barger, Dreyer &
Kern, L.L.P, in Corpus Christi, Texas, tells the Court that
Halcyon holds $96,295,756 in claims and is one of the Debtors'
largest creditors.  He notes that depending on how its claims are
treated -- in particular, how its contractual rights to interest
are treated -- Halcyon stands to lose approximately $20 million.

Mr. Barger contends that the Plans include material flaws that
result in inequitable treatment for Halcyon's claims.  Among
other things, he asserts, the Plans:

  (1) improperly provides for postpetition interest at the
      federal judgment rate, and not at the full contract rate
      under the applicable indentures;

  (2) does not allow for the payment of so-called "make-whole"
      premiums under the Debtors' debt covenants; and

  (3) is procedurally flawed because it requires creditors to
      engage in certain post-confirmation briefing, which is at
      odds with basic bankruptcy rules and procedures, and will
      result in substantial unfairness to creditors and
      encourage inefficiency and waste.

Mr. Barger also contends that the Parent Plan fails to satisfy
Section 1129(a)(3) of the Bankruptcy Code because it was not
proposed in good faith by releasing a $7.4 billion judgment
lodged against the Parent in exchange for a cash contribution of
less than 25% of that amount.  The Parent Plan, he adds, fails to
comply with the limited new value exception to the absolute
priority rule because the bankruptcy estates do not receive
reasonably equivalent value in exchange for releasing the
judgment.

Unless remedied, Halcyon asserts that the material flaws render
the Plans unconfirmable as a matter of law.

  -- Texas Comptroller

The Texas Comptroller of Public Accounts opposes the confirmation
of the three pending plans of reorganization for the Debtors.  On
behalf of the Texas Comptroller, Jay W. Hurst, Esq., Assistant
Attorney General of Bankruptcy & Collections Division for the
state of Texas, contends that each Plan contains language that
purports to preclude rights of setoff.  He maintains that
pursuant to Section 553 of the Bankruptcy Code, setoff rights
survive bankruptcy and are not affected by other sections of the
Bankruptcy Code, including Section 1141.

The Texas Comptroller has filed proofs of claim in the Debtors'
bankruptcy cases for various administrative expense, priority and
secured tax claims in excess of $500,000.

The Plans' prohibitions against setoff do not comply with the
provisions of Section 553 and thus, the Plans cannot be confirmed
pursuant to Section 1129(a)(1) of the Bankruptcy Code, Mr. Hurst
argues.

The Plans contain broad and expansive releases of non-debtors,
Mr. Hurst also asserts.  He argues that the Court should not
confirm a Plan requiring state and local taxing authorities to
release non-debtor parties.  He insists that the release
provisions in the Plans are contrary to the discharge limitations
set forth in Section 524(e) of the Bankruptcy Code.

The Plans, Mr. Hurst contends, are also not clear on whether
administrative expense claims will be paid postpetition interest
through the date of payment.  He asserts that each Plan defines
"Allowed Amount" to exclude postpetition interest, which is part
of the tax claim and entitled to administrative expense status.
He says that the current interest rate payable in Texas is 4.25%
per annum.

                        Competing Plans

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

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.1 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.

Harbinger said in early August 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.  It said that since it
filed its plan, the Debtors and Grupo Mexico have made substantial
modifications to the terms of their proposed plans.

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: Voting Deadline Extended to August 17
-------------------------------------------------
At the behest of Asarco Incorporated and Americas Mining
Corporation, Judge Schmidt entered an order (i) approving the
filing of a supplemental disclosure describing the Parent's Sixth
Amended Plan of Reorganization in the Court-approved Joint
Disclosure Statement supporting the three competing Chapter 11
Plans filed by the Parent, the Debtors and Harbinger Capital
Partners Master Fund I, Ltd., and (ii) allowing the modification
of solicitation and tabulation procedures as they relate to the
confirmation of the Sixth Amended Plan.

Judge Schmidt also approved the form of the Supplemental
Disclosure and the form of amended ballots.

The voting deadline in the Joint Disclosure Statement Order is
modified to be August 17, 2009, for all purposes except as used
in the definitions of "Asbestos Publication Notice" and
"Confirmation Hearing Notice" in the solicitation and tabulation
procedures approved by that Order.

If the Parent Plan is confirmed, Judge Schmidt ruled that
Governmental Environmental Claimants will have 15 days after
confirmation of the Parent Plan to submit an election of the
treatment options described under the Plan.

               Parent Further Amends Supplement

The Parent has filed with the Court another Supplemental
Disclosure as of August 3, 2009.  The latest Supplemental
Disclosure reflects minor changes, including some footnotes and
the Debtors' comments regarding the Parent Plan.

A full-text copy of the latest Supplement is available for free
at http://bankrupt.com/misc/ASARCOInc_JDS_Supplement_080309.pdf

The Parent also filed its Modified Sixth Amended Plan, as
previously reported.

                        Competing Plans

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

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.1 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.

Harbinger said in early August 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.  It said that since it
filed its plan, the Debtors and Grupo Mexico have made substantial
modifications to the terms of their proposed plans.

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)


ASCENDIA BRANDS: Court Approves Settlement with Shoppers Drug Mart
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the settlement between Ascendia Brands, Inc., et al.,
Ascendia Brands (Canada) Ltd., and Shoppers Drug Mart, Inc.
relating to sums owing to the Debtors for products sold and
delivered to Shoppers prior to and after the Debtors' bankruptcy
petitions.

Under the settlement, Shoppers has agreed to remit the amount
C$451,670 to the U.S. Debtors and C$2,847 to Ascendia Brands
(Canada) in full settlement of the receivables and all related
offsets to which Shoppers is or may be entitled.

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was, prior to the sale of
substantially all of its assets during bankruptcy, a manufacturer
and seller of branded and private labeled health and beauty care
products in North America, including Baby Magic, Binaca, Mr.
Bubble, Calgon, Ogilvie, the healing garden, Lander and Lander
Essentials.  Remaining assets consist almost entirely of accounts
receivable.

The Company and six of its affiliates filed for Chapter
11 protection on August 5, 2008 (Bankr. D. Del. Lead Case No.
08-11787).  Kenneth H. Eckstein, Esq., and Robert T. Schmidt,
Esq., at Kramer Levin Naftalis & Frankel LLP, represent the
Debtors in their restructuring efforts.  M. Blake Cleary, Esq.,
Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware
counsel.  Epiq Bankruptcy Solutions LLC is the notice, claims and
ballowting agent to the Debtors.

At July 5, 2008, Ascendia Brands, Inc., had $194,800,000 in total
assets and $279,000,000 in total debts.


ASCENSION LOAN: S&P Withdraws Ratings on Various 2008-1 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
notes issued by Ascension Loan Vehicle LLC.

The rating withdrawals follow Standard & Poor's receipt of the
immediate redemption direction for the transaction dated June 9,
2009.  Standard & Poor's received confirmation from the trustee
that the notes were paid in full on July 23, 2009.

                         Ratings Withdrawn

                    Ascension Loan Vehicle LLC
                        USD Series 2008-1

                                           Rating
                                           ------
          Class                       To           From
          -----                       --           ----
          A                           NR           AAA
          B                           NR           AA
          C                           NR           A
          D                           NR           BBB
          E                           NR           BB


ASTRATA GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Astrata Group Incorporated
        1801 Century Park East
        Los Angeles, CA 90067

Bankruptcy Case No.: 09-52652

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Bruce Thomas Beesley, Esq.
                  Lewis And Roca LLP
                  50 West Liberty Street, Suite 410
                  Reno, NV 89501
                  Tel: (775) 823-2900
                  Fax: (775) 823-2929
                  Email: bbeesley@lrlaw.com

Total Assets: $5,400,000

Total Debts: $10,400,000

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/nvb09-52652.pdf

The petition was signed by Anthony J. Harrison, chief executive
officer of the Company.


ASYST TECHNOLOGIES: Panel Can Retain Arent Fox LLP as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
Oakland Division, has granted the official committee of unsecured
creditors of Asyst Technologies Inc. permission to retain Arent
Fox LLP as its counsel, nunc pro tunc to April 28, 2009.

BDO Seidman has agreed, among other things, to:

  a) assist, advise and represent the Committee in its
     consultation with the Debtor relative to the administration
     of the Debtor's chapter 11 case;

  b) assist, advise and represent the Committee in analyzing the
     Debtor's assets and liabilities, investigating the extent and
     validity of liens, and participating in and reviewing any
     proposed asset sales or disposition; and

  c) attend meetings and negotiate with the representative of the
     Debtor and secured creditors.

Arent Fox's hourly rates are:

     Partners              $455-$790
     Of Counsel            $455-$750
     Associates            $260-$515
     Paraprofessionals     $145-$260

Arent Fox can be reached at:

     Michael S. Cryan, Esq.
     cryan.michael@arentfox.com
     Arent Fox LLP
     555 W. Fifth Street, 48th Floor
     Los Angeles, California 90013
     Tel: (213) 629-7400
     Fax: (213) 629-7401

                     About Asyst Technologies

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- is a leading provider of integrated
automation solutions primarily for the semiconductor and flat
panel display manufacturing industries.  The Company is the parent
company of seven subsidiaries located in various jurisdictions
worldwide.  Principally, the Company is the owner of a non-
operating holding company organized under the laws of Japan, Asyst
Technologies Holdings Company, Inc. ("Asyst Japan Holdings").
Asyst Japan Holdings in turn owns the operating company Asyst
Technologies Japan, Inc.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, serve as the Debtor's bankruptcy counsel.
Epiq Bankruptcy Solutions LLC is the Debtors' notice and claims
agent.  AlixPartners, LLP  serves as financial advisor.  Andrew I.
Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and
Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the
official committee of unsecured creditors.  As of December 31,
2008, Asyst had total assets of $295,782,000 and total debts of
$315,364,000.

The Company's Japanese subsidiaries, Asyst Technologies Holdings
Company, Inc., and Asyst Technologies Japan, Inc., entered into
related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.  Kosei
Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ.


ASYST TECHNOLOGIES: Panel Can Employ BDO Seidman as Fin'l Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
Oakland Division, has granted the official committee of unsecured
creditors of Asyst Technologies Inc. permission to employ BDO
Seidman, LLP, as its financial advisors, effective as of April 30,
2009.

BDO Seidman has agreed, among other things, to:

  a) analyze the financial statements and operations of the Debtor
     pre- and post- petition, as necessary, including but not
     limited to intercompany transactions, transactions with
     affiliates and transactions with insiders;

  b) analyze cash receipts and disbursements forecasts and/or
     other projections prepared by the Debtor, including related
     variance reports; and

  c) review and analyze payments made by the Debtor pre-petition.

BDO Seidman's hourly rates are:

   Partners/Managing Directors       $500-$800
   Directors/Senior Managers         $400-$600
   Managers                          $300-$400
   Seniors                           $175-$300
   Staff                             $125-$200

                     About Asyst Technologies

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- is a leading provider of integrated
automation solutions primarily for the semiconductor and flat
panel display manufacturing industries.  The Company is the parent
company of seven subsidiaries located in various jurisdictions
worldwide.  Principally, the Company is the owner of a non-
operating holding company organized under the laws of Japan, Asyst
Technologies Holdings Company, Inc. ("Asyst Japan Holdings").
Asyst Japan Holdings in turn owns the operating company Asyst
Technologies Japan, Inc.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, serve as the Debtor's bankruptcy counsel.
Epiq Bankruptcy Solutions LLC is the Debtors' notice and claims
agent.  AlixPartners, LLP  serves as financial advisor.  Andrew I.
Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and
Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the
official committee of unsecured creditors.  As of December 31,
2008, Asyst had total assets of $295,782,000 and total debts of
$315,364,000.

The Company's Japanese subsidiaries, Asyst Technologies Holdings
Company, Inc., and Asyst Technologies Japan, Inc., entered into
related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.  Kosei
Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ.


AVIS BUDGET: Swings to $6 Million Net Loss in Q2 2009
-----------------------------------------------------
Avis Budget Group Inc. swung to a net loss of $6 million for the
three months ended June 30, 2009, from net income of $15 million
for the same period a year ago.  Avis Budget swung to a net loss
of $55 million for the six months ended June 30, 2009, from net
income of $4 million for the same period a year ago.

As of June 30, 2009, Avis Budget had $10.8 billion in total
assets, including $434 million in cash and cash equivalents;
$3.8 billion in total liabilities exclusive of liabilities under
vehicle programs and $6.8 billion in liabilities under vehicle
programs; and $123 million in stockholders' equity.

The Company had revenue of $1.3 billion, a decrease of 17% versus
second quarter 2008, and a pretax loss of $2 million.  Excluding
restructuring costs, second quarter EBITDA was $67 million and
pretax income was $6 million.

"While we continued to face sharply reduced demand for vehicle
rentals in the second quarter, rental volumes did stabilize, and
the actions we took to keep fleet levels in line with demand
allowed us to achieve a stronger-than-expected 7% increase in
domestic time and mileage revenue per day," said Ronald L. Nelson,
Avis Budget Group Chairman and Chief Executive Officer.

"We also made significant progress in several other areas," added
Mr. Nelson.  "Our cost saving initiatives continued to deliver
substantial benefits, as reflected in the 260-basis-point
reduction in direct operating costs and 80-basis-point reduction
in SG&A expense as a percentage of revenue for our car rental
operations.  Our ancillary revenues continued to benefit from our
sales training initiative, increasing over 21% on a per day basis,
and we continued to retain more than 99% of our commercial
accounts.  In addition, the used car market, and the performance
of our used vehicles at auction, strengthened, and in July we
became the first car rental company since 2007 to issue term
asset-backed securities to finance our fleet."

                     Debt Covenant Compliance

As of June 30, 2009, the Company remained in compliance with its
financial covenant requirements under its senior credit facility.
EBITDA for the latest 12 months for covenant purposes of roughly
$155 million exceeded the requirement of $95 million.

                         Vehicle Financing

In May, the Company completed an roughly $325 million operating
lease financing transaction for cars to be added to the fleet
during the second and third quarters of 2009.  In addition, in
July, the Company's Avis Budget Rental Car Funding (AESOP) LLC
subsidiary completed a $450 million three-year asset-backed
securities offering to fund its domestic car rental fleet.

                      Performance Excellence

The Company's Performance Excellence process improvement program
continued to provide significant cost savings in the second
quarter.  The initiative is expected to deliver more than
$100 million of savings in 2009.

          Cost-Reduction and Efficiency Improvement Plan

During the fourth quarter, the Company unveiled a five-point plan
to reduce costs and increase efficiency in response to the
economic conditions impacting the industry.  The savings from this
program are expected to total $220 to $240 million in 2009 and
will be incremental to savings from the Company's Performance
Excellence initiative. In the second quarter, the Company:

     -- Eliminated an additional 400 positions, in addition to
        the 3,300 positions eliminated during fourth quarter 2008
        and first quarter 2009;

     -- Performed a detailed domestic city-by-city review of
        operating expenses to identify additional cost saving
        opportunities;

     -- Instituted price increases taking effect in June and
        August;

     -- Began to realize benefits from consolidating its
        procurement activities; and

     -- Implemented numerous other actions to reduce costs.

The Company had roughly 24,000 employees at June 30, 2009, a 26%
decrease compared to a year earlier.

                               Debt

The Company borrowed $100 million in second quarter 2009 under its
revolving credit facility to fund working capital and fleet in its
domestic operations.  The Company's total debt balance (vehicle
and non-vehicle) has declined by roughly $2.1 billion since
June 30, 2008.

              Relationships with Vehicle Manufacturers

Both Chrysler and General Motors continued to honor their
obligations to the Company during their bankruptcies, and both
manufacturers have assumed their contracts with Avis Budget as
they emerged from Chapter 11.

                              Outlook

Avis Budget noted that airline capacity and domestic enplanements,
which are a principal determinant of on-airport rental volumes,
decreased markedly in the first half of 2009 compared to the year-
earlier period, but demand for car rental seems to have stabilized
in the second quarter.  Third quarter demand, especially in the
leisure segment, appears to be modestly stronger than recent
trends, allowing some upward pressure on pricing to continue as
the Company's fleet levels remain in line with demand.
Nevertheless, the Company continues to expect the macroeconomic
environment, conditions in the credit markets, and demand for
vehicle rentals to remain challenging in the second half of 2009.
Fleet utilization in 2009 should be consistent with 2008 levels.

The used-car market rebounded significantly over the course of the
second quarter.  The Company said its domestic fleet costs are
expected to increase 7-9% on a per-unit basis in 2009, with year-
over-year increases in the second half of 2009 expected to be
considerably smaller than in the first half.  The Company is
continuing its efforts to reduce costs and enhance productivity
through its Performance Excellence initiative and continues to
expect the benefits of this program to exceed $100 million over
the course of 2009.  Such benefits are expected to be incremental
to the over $250 million of annual savings generated by the
Company's five-point cost-reduction and efficiency improvement
plan and from cost-reduction actions the Company implemented in
third quarter 2008.

Avis Budget said the recent improvement in the asset backed
securities market allowed the Company to raise $450 million in
July to replace a portion of the roughly $1 billion of its
domestic term ABS debt that matures in 2010.  The Company will
seek to refinance most of the remainder of the 2010 domestic
maturities in the second half of 2009, assuming market conditions
remain favorable.

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?40ff

                      About Avis Budget Group

Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries.  Through its Avis and Budget brands, the Company is a
general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has roughly 24,000 employees.

                           *     *     *

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).


BANK OF AMERICA: Merrill Losses "Not Severe Enough" Pre-Merger
--------------------------------------------------------------
Bank of America Corp.'s executives concluded that Merill Lynch &
Co.'s losses weren't severe enough to disclose publicly before
voting on the takeover, Dan Fitzpatrick at The Wall Street Journal
reports, citing people familiar with the matter.

According to The Journal, the sources said that BofA's loss
projections for Merrill swelled by almost $2 billion two days
before shareholders approved the merger.

The Journal relates that BofA Chief Accounting Officer Craig
Rosato sent an e-mail on December 3, 2008, to several top bank
executives, saying, "4Q revenues need to be adjusted down by $3B."
That revision, The Journal states, changed the estimated fourth-
quarter net loss to $8.98 billion, which was worse than the
previous Merrill forecast of $7.06 billion sent to a top BofA
executive earlier the same day.

BofA had insisted that the losses at Merrill didn't start
increasing until after shareholders approved the takeover on
December 5, according to The Journal.  The report says that BofA
executives didn't disclose Merrill's problems until they spiraled
into a net loss of $15.84 billion for the fourth quarter 2008.

Citing people familiar with the matter, The Journal states that
there was disagreement inside the bank about whether to tell
shareholders about Merrill's losses, and that debate continued
until executives concluded that the losses weren't material.

It "is highly likely" that a change of $2 billion in Merrill's
forecasted net losses "would be material, but it is even more
likely to be material if this was indicative of conditions at
Merrill that were deteriorating," The Journal quoted Duke
University corporate and securities law professor James Cox as
saying.

The Journal relates that critics have claimed that BofA CEO
Kenneth Lewis and other executives withheld key information that
shareholders should have been told before voting on the deal.
BofA is also facing shareholder lawsuits and probes by U.S. and
state regulators stemming from its disclosures about the takeover
and government assistance.

The internal documents reviewed by The Wall Street Journal
"support what we have said all along," The Journal quoted BofA
spokesperson Robert Stickler as saying.  According to the report,
Mr. Stickler said that Merrill's internal projections were
"forecasting fourth-quarter losses prior to" the shareholder vote,
but the forecast "increased significantly in the week following
the vote."

                       About Bank of America

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

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

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

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


BARRY SGARRELLA: Case Summary 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Barry Sgarrella
        1100 Cabro Ridge
        Novato, CA 94947

Bankruptcy Case No.: 09-12498

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtor's Counsel: Craig K. Welch, Esq.
                  Welch and Olrich
                  809 Petaluma Blvd. N
                  Petaluma, CA 94952
                  Tel: (707) 782-1790
                  Email: welch@welcholrich.com

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

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

A list of the Company's 8 largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/canb09-12498.pdf

The petition was signed by Mr. Sgarrella.


BEAZER HOMES: Halts Slide, Posts Lower Net Loss in June 30 Qtr
--------------------------------------------------------------
Beazer Homes USA Inc. reported lower net loss of $27.9 million for
the third quarter ended June 30, 2009, compared with a net loss of
$109.8 million for the same period a year ago.  Beazer reported a
net loss of $223.1 million for the nine months ended June 30,
2009, compared to a net loss of $477.9 million for the same period
a year ago.

The Company said total revenue was $224.7 million, compared to
$455.6 million in the third quarter of the prior year.

At June 30, 2009, Beazer had $2.10 billion in total assets and
$1.94 billion in total liabilities, resulting in $159.7 million in
stockholders' equity.  Cash and cash equivalents as of June 30,
2009, was $464.9 million, compared to $559.5 million at March 31,
2009, and $314.2 million at June 30, 2008.  During the quarter,
the Company repurchased $115.5 million of senior notes for an
aggregate purchase price of $58.2 million or an average price of
50.4%, resulting in a gain on the extinguishment of debt of
$55.2 million.

Ian J. McCarthy, President and Chief Executive Officer, said,
"Although the economic recession continued to weigh on both the
overall housing industry and our operations in the third quarter,
we continued to experience sequential improvement in sales trends.
In addition to normal seasonal patterns, we attribute this
increased demand to attractive interest rates, historically high
housing affordability and federal and state tax credits which have
enticed more prospective buyers to purchase a new home.  On the
other hand, we remain cautious as rising levels of both
unemployment and foreclosures, coupled with the scheduled
expiration of the federal home purchase tax credit make it
difficult to predict when and to what extent housing market
conditions will sustainably recover.  As such, we continue to
maintain a disciplined operating approach and remain focused on
generating and maintaining liquidity."

As a result of its current liquidity position, and reduced working
capital needs in the current economic environment, the Company
does not foresee any need for cash borrowings on its secured
revolving credit facility during its remaining term.  As a result,
the Company has decided to amend and restructure its secured
revolving credit facility.

As part of this restructuring, the current Secured Revolving
Credit Facility was reduced to $22 million and will be provided by
one lender.  The restructured facility will continue to provide
for future working capital and letter of credit needs,
collateralized by either cash or assets of the Company at the
Company's option, conditioned upon certain conditions and covenant
compliance.  The Company also entered into three stand-alone,
cash-secured, letter of credit agreements with banks to maintain
the pre-existing letters of credit that had been issued under the
current Secured Revolving Credit Facility.  At closing on
August 5, 2009, the Company elected to secure all of its letters
of credit using cash collateral which required additional cash in
restricted accounts of $37.8 million.

Due to this restructuring, the Company recognized expense of
$3.3 million of previously capitalized unamortized debt issuance
costs as of June 30, 2009.

A full-text copy of Beazer's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?4111

                      About Beazer Homes USA

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Beazer Homes USA Inc. to 'CCC' from 'CCC+' due to a
large second-quarter net loss that further eroded shareholder
equity, raised the company's already-high leverage ratios, and
increased covenant pressures.  The outlook is negative.  S&P also
lowered its ratings on the company's senior unsecured notes to
'CCC-' from 'CCC'.  S&P's '5' recovery rating, indicating S&P's
expectation for a modest (10%-30%) recovery in the event of
default, is unchanged.  "Our rating actions follow a larger-than-
anticipated net loss during Beazer's second fiscal quarter, ended
March 31, 2009," said Standard & Poor's credit analyst James
Fielding.


BERNARD MADOFF: Frank DiPascali to Plead Guilty of Fraud
--------------------------------------------------------
Frank DiPascali, who helped run Bernard Madoff's investment-
advisory operation, is expected to plead guilty to fraud charges
on Tuesday, prosecutors said in court documents filed on Friday.

As reported by the Troubled Company Reporter on January 21, 2009,
Mr. DiPascali, a key lieutenant to investor Mr. Madoff for more
than 30 years, is a potential point man in the investigation of
the Madoff fraud.  He said that he led stock-options trading and
was the point man for investment-advisory clients who were told he
executed their trades.  Citing sources, The Journal said that
prosecutors are interested in information Mr. DiPascali can
provide about the Madoff operation -- who knew about the fraud and
where the money went.  According to The Journal, the sources said
that the government sent Mr. DiPascali a subpoena for records.
People familiar with the matter said that Mr. DiPascali supervised
a group of half a dozen other employees involved in taking and
keeping track of client orders, The Journal states.

Citing prosecutors, Amir Efrati at The Wall Street Journal relates
that Mr. DiPascali would appear in federal court in Manhattan
before U.S. District Judge Richard Sullivan.  The Journal says
that while Mr. Madoff declined to implicate other people in his
fraud, Mr. DiPacali had an agreement with prosecutors in which he
could provide testify if the government brings charges against
others.

According to The Journal, sources said that prosecutors from the
U.S. attorney's office in Manhattan have reviewed evidence they
believe suggests that certain investors were aware that their
returns were fraudulent.

Prosecutors, The Journal relates, said that Mr. DiPascali referred
to himself as the "director of options trading" at Mr. Madoff's
firm, though the company hadn't done any actual trading for its
investment clients since at least 1995.

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.


BEST BRANDS: S&P Upgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Minnetonka, Minnesota-based Best Brands Corp. by one notch,
including raising the corporate credit rating to 'B-' from 'CCC+'.
The outlook is stable.  About $197 million of total debt was
outstanding as of June 27, 2009.

"The upgrade reflects stronger operating performance in the year
to date period ended June 2009, and expanded covenant cushion,
thereby alleviating S&P's prior concerns about near-term
liquidity," said Standard & Poor's credit analyst Alison Sullivan.
S&P believes cash flow has improved as the company's commodity
costs declined from peak levels in mid-2008 and unfavorable hedges
ended.  Credit measures have improved in the past six months from
significant EBITDA growth, while debt levels remained stable.  For
the 12 months ended June 27, 2009, S&P estimates lease adjusted
total debt (including about $100 million of perpetual preferred
stock) to EBITDA improved to about 6.5x, compared with more than
8x in the prior year period.  Funds from operations to total debt
was about 8% for the 12 months ended June 27, 2009, compared with
2% in the prior year period.

The ratings on privately held Best Brands reflect the company's
highly leveraged capital structure, narrow product focus, small
size relative to financially stronger competitors, and customer
concentration.  Operating performance has begun to meet S&P's
expectations over the past two quarters, due in large part to
lower commodity costs and past pricing actions.

Best Brands manufactures and distributes specialty bakery
products, specializing in frozen laminated dough, frozen baked
cakes, frozen muffins, and bakery mixes.  The highly fragmented
U.S. bakery manufacturing industry is undergoing consolidation, as
customers require super-regional or national distribution
capability and consistent product quality.  Historically, Best
Brands has grown through acquisitions, although the company has
not acquired any businesses since the December 2006 purchase of
Telco Food Products Inc.  S&P believes this is in part due to
operating weakness and financial constraints.

The company has improved performance following a very challenging
year in 2008.  S&P would consider a positive outlook if Best
Brands can demonstrate consistent, sustained improvement in
operating performance and maintain strong covenant cushion and
liquidity, while reducing leverage.  S&P could revise the outlook
to negative if performance deteriorates and covenant cushion
tightens to less than 15%.  S&P estimates that about a 30%
reduction in EBITDA could cause Best Brands to trip its fixed-
charge covenant.


BIOMET INC: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Biomet, Inc., is a
borrower traded in the secondary market at 95.36 cents-on-the-
dollar during the week ended Friday, Aug. 7, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.92 percentage
points from the previous week, The Journal relates.  The loan
matures on March 25, 2015.  The Company pays 300 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

Biomet, Inc. -- http://www.biomet.com/-- based in Warsaw,
Indiana, is one of the leading manufacturers of orthopedic
implants, specializing in reconstructive devices.  Through its EBI
subsidiary, the firm also sells electrical bone-growth stimulators
and external devices, which are attached to bone and protrude from
the skin. Subsidiary Biomet Microfixation markets implants and
bone substitute material for craniomaxillofacial surgery. In 2007
Biomet was acquired by a group of private equity firms for more
than $11 billion.

As of August 9, 2009, Biomet Inc. continues to carry a 'B2' long
term corporate family rating from Moody's and a 'B+' long term
foreign issuer credit rating from Standard & Poor's.


BLOCKBUSTER INC: Bank Debt Trades at 17% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Blockbuster, Inc.,
is a borrower traded in the secondary market at 83.00 cents-on-
the-dollar during the week ended Friday, Aug. 7, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.50 percentage
points from the previous week, The Journal relates.  The loan
matures Aug. 20, 2011.  The Company pays 375 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B1 rating and Standard & Poor's CCC+ rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 7, among the 137
loans with five or more bids.

Blockbuster, Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
approximately 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.

                           *     *     *

As reported by the Troubled Company Reporter, in April 2009,
Moody's Investors Service downgraded Blockbuster's Probability of
Default Rating to Caa3 from Caa1 and its Corporate Family Rating
to Caa2 from Caa1.  In addition, Moody's affirmed Blockbuster's
speculative grade liquidity rating at SGL-4 and it secured bank
credit facilities rating at B1.  Moody's also rated the proposed
$250 million revolving credit facility, which expires in September
2010, a senior secured rating of B1.  The rating outlook is
stable.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Blockbuster to 'CCC' from 'B-'.  S&P removed the ratings
from CreditWatch with negative implications, where they were
placed on March 4, 2009.  At the same time, S&P lowered the issue-
level ratings on both its secured debt to 'CCC+' from 'B' and its
subordinated debt to 'CC' from 'CCC'.  The outlook is negative.

Fitch Ratings affirmed Blockbuster's long-term Issuer Default
Rating at 'CCC' and said it expects to rate the amended $250
million bank credit facility at 'B/RR2'.  In addition, Fitch took
these rating actions ($450 million bank credit facility upgraded
to 'B/RR2' from 'CCC+/RR3'; $100 million term A loan upgraded to
'B/RR2' from 'CCC+/RR3'; $550 million term B loan upgraded to
'B/RR2' from 'CCC+/RR3'; and $300 million senior subordinated
notes downgraded to 'C/RR6' from 'CC/RR6'.  The Rating Outlook is
Stable.  The company had approximately $818 million of debt
outstanding as of January 4, 2009.


CAPMARK FIN'L: Appoints Frederick Arnold as CFO and EVP
-------------------------------------------------------
The board of directors of Capmark Financial Group Inc. on July 31,
2009, appointed Frederick Arnold as Chief Financial Officer and
Executive Vice President of the Company effective September 1.
Prior to joining the Company, Mr. Arnold, 55, served as Executive
Vice President, Finance, of Masonite International from February
2006 until October 2007.  In addition, Mr. Arnold has served as a
consultant for various private equity-owned companies.

Gregory J. McManus has delayed the effective date of his
resignation from his positions as Chief Financial Officer and
Executive Vice President of the Company from August 14 until
September 1.

                          About Capmark

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.

                            *   *   *

As reported by the TCR on April 30, 2009, Moody's Investors
Service downgraded the senior unsecured ratings of Capmark
Financial Group Inc. to 'Caa1' from 'B2', with the rating
remaining under review for possible downgrade.  The rating action
reflects the explanatory note in Capmark's 10-K filing in which
its auditors raise doubt about the company's ability to continue
as a going concern, as well as the still unresolved nature of
Capmark's efforts to modify the terms of its bridge loan agreement
and senior credit facility, which could have implications for its
liquidity and funding.


CATHOLIC CHURCH: Fairbanks Creditors Want to Pursue Claims
----------------------------------------------------------
The Official Committee of Unsecured Creditors of the Catholic
Bishop of Northern Alaska's bankruptcy case reminds the U.S.
Bankruptcy Court for the District of Alaska that mediations set
for the case have been unsuccessful.  Hence, the Creditors
Committee says, it is only fair that it be permitted to pursue
recognized claims that CBNA refuses to prosecute.

"While a debtor has a duty and, ordinarily, an incentive to bring
claims that increase the size of the estate, in this case the
Debtor has gone to extreme measures to minimize the estate, in
order to shield assets from creditors and place them in friendly
hands, and thereby minimize the amount it must pay creditors to
satisfy the best interest of creditors requirement for plan
confirmation," says James I. Stang, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Los Angeles, California.

Mr. Stang points out, among other things, that avoidance claims
against the Holy See and others that the Creditors Committee
wishes to pursue are colorable claims that would benefit the
estate, and CBNA's outright refusal to pursue them is
unjustifiable.

The Creditors Committee filed another reply, which is the same as
the first reply except for the signature of another counsel, David
H. Bundy, Esq., at David H. Bundy, P.C., in Anchorage, Alaska.

                        Parties' Memos

In a supplemental memorandum in support of its Avoidance Action
Request, the Creditors Committee informs Judge MacDonald that on
July 10, 2009, the Ninth Circuit Court of Appeals issued its
opinion in Biltmore Associates, LLC v. Twin City Fire Insurance
Company.

Mr. Stang points out that at footnote 41 of the opinion, the Ninth
Circuit Court stated that a bankruptcy court must grant a creditor
standing to commence avoidance actions "if the failure to bring
suit does not adequately protect the creditor's interests or the
chose in action is of inconsequential value to the estate."

In response, Susan G. Boswell, Esq., at Quarles & Brady Streich
Lang LLP, representing the Fairbanks Diocese, contends that the
Creditors Committee suggests that the Ninth Circuit's opinion in
Biltmore Associates is "directly applicable to the issue in
dispute between the Debtor and the Committee," in the Avoidance
Action Request.

"The Committee's description of the footnote is, at best, a
misleading attempt to imply that the 9th Circuit overruled its bar
on non-consensual assignments of the estate's causes of action
under its Estate of Spirtos' decision and eliminated both In re
Curry & Sorensen's requirement that a creditor show that the
debtor-in-possession's failure to act is an abuse of discretion
and any requirement that a creditor demonstrate a colorable claim
that, if successful would benefit the estate based on a cost-
benefit analysis," in favor of the adequate protection standard
under Section 362(d)(1) of the Bankruptcy Code, or the standard
for abandonment under Section 554(b) of the Bankruptcy Code, Ms.
Boswell argues.

The Biltmore Associates decision does concern not the question of
whether or not a creditor or committee may obtain standing to
pursue the estate's avoidance actions and other causes of action,
Ms. Boswell contends.  Instead, she argues, Biltmore Associates
concerns the unrelated question of whether a debtor-in-possession
is the same entity as the prepetition debtor for purposes of a
particular insured versus insured exclusion under a director &
officer liability policy.

                Requests Taken Under Advisement

Judge MacDonald held that the Court has heard the arguments of the
parties with respect to the Avoidance Action Request and Request
to Strike, and that the matter is "taken under advisement."

                    About Diocese of Fairbanks

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

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 133; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Oregon Court Unseals Some Sexual Abuse Files
-------------------------------------------------------------
After a long battle, Judge Elizabeth L. Perris of the U.S.
Bankruptcy Court for the District of Oregon has ruled on the
request filed by Erin K. Olson, Esq., in September 2008, to unseal
Docket Nos. 4765 and 4766.  Judge Perris ruled that Docket Nos.
4765 and 4766 will be redacted and re-filed unsealed in their
redacted form.

A copy of Judge Perris' 37-page Opinion is available for free at:

     http://bankrupt.com/misc/Church_MemoOpinion_Mo2Seal.pdf

During the course of the chapter 11 bankruptcy case of debtor
Roman Catholic Archbishop of Portland in Oregon, many documents
relating to claims of child sexual abuse by priests were produced
in discovery.  A stipulated protective order limited the public
release of many of the discovery documents.  Pursuant to that
order, some of those documents were filed with the court under
seal.  Most of the settlements of claims between the Archdiocese
and the tort claimants left for a later date the resolution of
what documents should be publicly released if the parties did not
agree.

Certain tort claimants represented by Erin Olson to unseal
documents in Docket #4765 and 4766.  Many of the documents at
issue before the Court involve priests who have already been
publicly identified as having been accused of child sexual abuse,
including all of the priests who are individually represented in
this matter with the exception of one priest.

"Balancing the individual's privacy interest in information
contained in personnel files against the public interest in
accessability to information about allegations of priest sexual
abuse of minors and the Archdiocese's response to those
allegations, debtor has not demonstrated good cause for a blanket
protection of the clergy from disclosure of relevant information
contained in the personnel files," Judge Perris said in her
memorandum.

The protective order dated January 14, 2005, agreed upon by
certain parties in the Archdiocese of Portland in Oregon's
bankruptcy case, pursuant to which the confidential documents were
sealed, is lifted with respect to those documents listed on
Exhibit A of Judge Perris' Opinion.  Exhibit A, which shows Judge
Perris' decision with regard to each of the disputed discovery
documents, is currently filed under seal.

Judge Perris maintained that the Protective Order is continued for
documents relating to those persons listed on Exhibit B to the
Opinion, which is to remain under seal.  Exhibit B will list the
names of any priests for whom Judge Perris determine documents
should continue to be protected because the claimants have
withdrawn their request to release documents relating to those
priests, there are no relevant documents relating to the
particular priest, or good cause has been shown.

The deposition transcripts of Thomas Laughlin, Archbishop Wm.
Levada, Auxiliary Bishop Kenneth Steiner, Fr. Charles Lienert and
Fr. Paul Peri, and the exhibits used in those depositions, may be
released after they are redacted in accordance with the Opinion,
Judge Perris said.  She noted that the unsealing and release of
documents and deposition transcript pertaining to Frs. B and
Laughlin that are otherwise authorized by the Order are stayed
until the entry of final judgments, or other final disposition of
certain cases presently pending in the U.S. District Court for the
District of Oregon.

The lifting of the Protective Order, lifting of the seal on the
filed documents and re-filing in redacted form unsealed, and
release of deposition transcripts and exhibits authorized by the
Order are stayed for 30 days after entry of the Order, or until
August 12, 2009.  Exhibit A will be unsealed upon the expiration
of the stay unless the Court continues the seal of all or part of
Exhibit A at the request of an appealing party.

Prior to the filing of the Order and the Opinion, Judge Perris
sent the interested parties a copy of the draft Opinion for
comments.  Timothy Daly Smith, Esq., Robert E. Sinnott, Esq.,
Margaret Hoffmann, Esq., and Ms. Olson filed separate letters to
the Court to ask questions and express concerns.  The lawyers and
Judge Perris also exchanged letters to clarify certain things.

At the Court's directive, Father MM filed a confidential
declaration to explain certain terms that Judge Perris did not
understand relating to his confidential documents.  The parties
have also previously conferred before the final Order and Opinion
was released.

                  Archbishop Vlazny's Letter

In a letter addressed to the Court, Most Reverend John G. Vlazny,
Archbishop of Portland in Oregon, tells Judge Perris that with the
recent ruling on the document disclosure matter, "perhaps this
chapter of your judicial service may be drawing to a close."

Rev. Vlazny enclosed in his letter another letter sent to him by
the Survivors Network of those Abused by Priests.  SNAP has asked
that Rev. Vlazny make good his promise of openness and
transparency with respect to issues relating to clergy sexual
abuse.

"The enclosed letter may be of some interest to you.  It certainly
enlightened me about the underlying cause for separate
consideration with respect to the promise I made to disclose all
appropriate and relevant materials at the end of the bankruptcy,"
Rev. Vlazny tells Judge Perris.

"Once the documents are released I imagine there will be another
opportunity for a public scolding of the archdiocese and a
continued unwillingness to acknowledge all the steps we are taking
to make amends for the past and to protect children today and
tomorrow," Rev. Vlazny says.  "I do hope that you at least are
aware of the fact that we Catholic people have learned our lesson
and we only hope that others, including those representing public
institutions, will follow our lead and come to grips with the
demands of justice, as the law has required of us," he continues.

A copy of Rev. Vlazny's letter with the SNAP letter can be
obtained for free at:

     http://bankrupt.com/misc/Church_Letter_Vlazny_072209.pdf

                      Portland's Statement

The Archdiocese of Portland in mid-July issued a statement saying
it disagrees with the decision to lift the protective order on
certain clergy personnel files.  In some cases, no claim was ever
brought against the individual whose file is now ruled
public.  For some of the files, an individual was accused of
misconduct with no proof other than the accusation itself.
Accusations without proof should not result in an employee's files
being made public.  The court itself states that the order is
"neither suggesting or deciding that th[e] allegations were
meritorious."

The Archdiocese released approximately 400 documents in April
2007, and approximately 2,000 additional documents in April 2008.
Documents were also released in November 2008 and January 2009
after a process of arbitration by United States Federal District
Court Judge Michael Hogan.  Archbishop Vlazny stated at a news
conference in April 2007: "As part of the healing process and in
the interests of transparency, we will also be releasing relevant
and appropriate documents, after a process that seeks a fair and
just result for all concerned."  The documents previously released
met the qualifications for "relevant and appropriate" documents.
Removing the protective order on additional documents does not.

                 About The Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.

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


CATHOLIC CHURCH: T. Harris No Longer Involved in Portland Case
--------------------------------------------------------------
Margaret Hoffman, Esq., at Schwabe, Williamson & Wyatt, P.C., in
Portland, Oregon, notifies the U.S. Bankruptcy Court for the
District of Oregon that Tiffany Harris, Esq., is no longer with
Schwabe, and will no longer be involved as counsel to the
Archdiocese of Portland in Oregon in its bankruptcy case.

Ms. Hoffman, hence, asks the Court to remove Ms. Harris from the
Court's docket.  Ms. Hoffman says that no substitution is
necessary because there are other members of the firm already on
the docket.

                 About The Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for Chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.

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


CATHOLIC CHURCH: Two Priests Object to Unsealing of Files
---------------------------------------------------------
Father M and Father D notify the U.S. Bankruptcy Court for the
District of Oregon that they will take an appeal from Judge
Elizabeth L. Perris' judgment and order lifting protective order,
lifting the seal on filed documents, and authorizing the release
of deposition transcripts and exhibits entered in the Archdiocese
of Portland in Oregon's bankruptcy case on July 13, 2009.

Under Rule 8002(c) of the Federal Rules of Bankruptcy Procedure,
the appeal is timely because Judge Perris has extended the time
for filing the notice of appeal for 30 days after entry of the
Order, or until August 12, 2009.

To the extent any party contends, or the Court determines that the
Notice of Appeal is untimely, Father M and Father D are
simultaneously filing a request to extend the time for filing a
notice of appeal.

In a separate request, appellants Father M and Father D notify
Judge Perris of their election for the appeal to be transferred to
the U.S. District Court for the District of Oregon for
consideration before an Article III judge.  They add that they
object to the transfer of their appeal to the Bankruptcy Appellate
Panel.

Father M and Father D subsequently filed amended notices of appeal
and election to reflect changes in the names of all parties to the
judgment appealed.

                  Appellants Want Extension

The Appellants ask the Court to extend the time within which they
may file an appeal.

Michael B. Merchant, Esq., contends that the Court has stayed the
execution of the order lifting protective order to allow parties
until August 12, 2009, to appeal the ruling.  However, he notes,
there may be confusion as to the actual deadline to appeal the
order because under Rule 8002(a), rather than the order, the
notice of appeal has to be filed within 10 days, rather than 30
days discussed by the Court and reflected in the order unsealing
documents and lifting protective order.

If the Court determined that the appeal was due July 23, 2009,
Father M and Father D ask for an extension of time for filing a
notice of appeal.  Mr. Merchant asserts that the delay in filing
was excusable, and is being done within 20 days from the
expiration of the time for filing a notice of appeal, as provided
for in Rule 8002(c).

In her order, Judge Perris noted that the body of the notice of
appeal did not include a request for stay pending appeal, and that
the Motion to Extend was not supported by any declaration or other
evidentiary support for the factual statements contained in the
motion.

Judge Perris, therefore, ruled that if Father M and Father D want
to stay release of the documents pending appeal, they need to file
a request seeking that relief.  She also asked them to file a
declaration supporting their claim of excusable neglect.

                     Appellants Seek Stay

Mr. Merchant relates that Father M and Father D are not parties to
the bankruptcy case because no tort claimant has ever sought
relief from them arising out of anything done by them.
Nonetheless, he asserts, their personnel records were produced to
the tort claimants for the purpose of establishing the
Archdiocese's responsibility for its conduct.

At present, Mr. Merchant states that Father M and Father D have
not been publicly associated with the claims asserted against the
Archdiocese.  However, he argues, the tort claimants seek to
change that.  He avers that the single most important issue to be
decided in the appeal is whether the tort claimants can make a
public association through the release of documents into the
public domain.

"From the perspective of Frs. M and D, once that occurs the damage
is done," Mr. Merchant contends.  "The Court recognized the
importance of the issue and in its July 13, 2009 Order Lifting
Protective Order, the court stayed the unsealing of the documents
for 30 days, or until August 12, 2009, to allow parties to appeal
the decision," he continues.

Hence, Father M and Father D ask the Court to issue an order
extending the stay preventing the unsealing of documents
pertaining to them, until the time that the District Court has
considered and issued a final determination of the issue on
appeal.

                         Olson Responds

Erin K. Olson, Esq., counsel to various tort claimants asserting
claims against the Archdiocese, relates that the Tort Claimants
take no position regarding Father M and Father D's motion to stay,
inasmuch as the priests seek to prevent the release of documents
from their Archdiocese personnel files that are subject to the
Court's protective order pending their appeal.  The Tort Claimants
do object, however, to a stay of any other provision of the
Court's order lifting the protective order because Father M and
Father D have no standing to appeal from so much of the order as
it applies to others.

The Tort Claimants also disagree with the premise of Father M
and Father D that "Frs. M and D have not been publicly associated
with the claims asserted against the debtor," Ms. Olson contends.
She points out that as noted in the Court's opinion, Fr. M was
named in an Oregonian article that is posted on the public Web
site for documents relating to priest sexual abuse, and
allegations against him were included in the posted portion of a
confidential deposition, while Fr. D's name is included in the
exhibit list for the excerpts of a deposition, which shows that
the exhibit was withdrawn.

Hence, neither references to Father M and Father D in depositions,
memoranda, or documents obtained from places other than their
Archdiocese personnel files, nor their listing on the confidential
"Exhibit A" to the Court's memorandum opinion, should be subject
to any stay the court might enter pending Father M's and Father
D's appeal, Ms. Olson tells Judge Perris.

                       Issues on Appeal

Father M and Father D wants the District Court to verify whether
the Bankruptcy Court erred in ruling that the protective order be
lifted as to the confidential records relating to Appellants.
They also want to know whether their privacy interests in not
having their confidential employment records published and the
potential great harm that will be done to them if the records are
released outweigh the various tort claimants' interest in
releasing the documents into public domain.

The Appellants filed a designation of record to be considered in
connection with their appeal.  They also submitted an order for
hearing transcripts related to their appeal proceedings.

                 About The Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on February 27,
2007.

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


CENTRAL PACIFIC: Credit Stress Cues Fitch to Junk Issuer Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of Central Pacific Financial Corp. and its bank subsidiary Central
Pacific Bank to 'CCC' and 'B', respectively.  The ratings have
also been removed from Rating Watch Negative where they were
placed on June 26, 2009.  The Rating Outlook for Central Pacific
Bank is Negative.

The downgrade reflects the continued credit stress at CPF and the
heightened risk of dividend deferral on its hybrid securities
following the announcement by management that the company is
postponing its public stock offering.  Due to the current
financial condition of the holding company and its limited access
to alternative liquidity sources without regulatory approval,
Fitch believes deferral could be imminent.  With the postponement
of the previously announced public stock offering, Fitch believes
the company will be unable to the raise necessary funds in the
near-term to bolster its financial resources at the holding
company, and CPF will have to defer dividend payments on its
preferred and trust preferred securities.  The two notch
differential between the holding company IDR and the IDR of its
bank subsidiary reflects the holding company's liquidity
challenges.

Beyond the near-term liquidity concerns of the holding company,
which is the primary driver for the notching between the bank
subsidiary and the holding company, the rating action reflects
Fitch's view that CPF will continue to endure increased credit
stress in its Hawaii portfolio, as well as in its still sizeable
exposure to California commercial real estate.  As anticipated,
both portfolios have weakened causing CPF to report a significant
loss for the second quarter of 2009, and Fitch anticipates higher
loss rates from these portfolios in the future.  Further, Fitch
believes that CPF needs to bolster its capital base in order to
absorb expected higher losses, provide needed liquidity at the
parent company, as well as remain in compliance with the enhanced
regulatory capital requirements.  Due to existing regulatory
agreements, Central Pacific Bank is required to maintain enhanced
capital levels to be considered well-capitalized, specifically by
maintaining a leverage ratio of 9%.

The Negative Outlook at the bank subsidiary reflects the prospect
of more pronounced credit deterioration than currently
anticipated, in either the mainland commercial real estate book,
or more notably, the Hawaii portfolio.  Conversely, successful
capital raising efforts, which augment CPF's capital base and its
holding company liquidity position, could have positive rating
implications.

Fitch assigns recovery ratings to individual security issues where
the IDR of the issuer is rated in the 'B' or below category.  As
such, Fitch has assigned a Recovery Rating (RR) of 'RR3' to the
uninsured long-term deposits of Central Pacific Bank, which
implies a recovery between 51%-70% on these instruments in the
event of failure or default by the issuer, and a 'RR6' to the
preferred and trust preferred securities of CPF, which implies
recovery between 0%-10%.

CPF is a $5.5 billion banking company headquartered in Honolulu,
HI.  CPF provides a full range of traditional commercial consumer
and banking services.  Through its bank subsidiary, Central
Pacific Bank, the company operates 39 branches through-out Hawaii.

Fitch has taken these rating actions:

Central Pacific Financial Corp.

  -- Long-term IDR downgraded to 'CCC' from 'B';
  -- Short-term IDR downgraded to 'C' from 'B';
  -- Individual downgraded to 'E' from 'D/E';
  -- Preferred Stock affirmed at 'CC/RR6';
  -- Support affirmed at 5;
  -- Support Floor affirmed at No Floor.

Central Pacific Bank

  -- Long-term IDR downgraded to 'B' from 'BB-';
  -- Long-term Deposit downgraded to 'B+/RR3' from 'BB';
  -- Individual downgraded to 'D/E' from 'D';
  -- Short-term IDR affirmed at 'B';
  -- Short-term Deposit affirmed at 'B';
  -- Support affirmed at 5;
  -- Support Floor affirmed at No Floor.

CPB Capital Trust I, II, & IV
CPB Statutory Trust III & V

  -- Trust Preferred Securities affirmed at 'CC/RR6'.


CHRISTAKIS MOUSTAKAS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Joint Debtors: Christakis A. Moustakas
               Anna Moustakas
               12121 North 83rd Avenue
               Peoria, AZ 85345

Bankruptcy Case No.: 09-18705

Chapter 11 Petition Date: August 6, 2009

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

Debtors' Counsel: J. Kent Mackinlay, Esq.
                  Warnock, Mackinlay & Carman, PLLC
                  1019 S. Stapley Dr.
                  Mesa, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175
                  Email: kent@mackinlaylawoffice.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by the Joint Debtors.


CIT GROUP: Suspends Dividends for Preferred Stock
-------------------------------------------------
CIT Group Inc. (NYSE: CIT) said August 7 that its board of
directors has decided to suspend dividend payments on its four
series of preferred stock to improve liquidity and preserve
capital while restructuring efforts are ongoing.  Payments on the
Company's equity units (NYSE: CIT PrZ) are not affected by this
decision.

CIT Group also said that its tender offer for its $1 billion
Floating Rate Senior Notes due August 17, 2009, met the 58%
minimum tender condition.

The withdrawal deadline was extended until midnight, New York City
time, at the end of August 5.  The withdrawal deadline has passed
and eligible bonds tendered, and not withdrawn, met the 58%
minimum tender condition.  The tender offer will expire at
midnight, New York City time, at the end August 14, 2009.

CIT Group on August 3 said it has amended its pending tender offer
for the senior notes, to increase the purchase price to $875 in
cash per $1,000 principal amount of notes, as total consideration.
Previously, the purchase price, which included an early delivery
payment, was $825 per $1,000 principal amount.  The amendment also
reduced the minimum tender condition to 58% of the Notes.

On July 29, 2009, the Company entered into an amended credit
agreement with a group of its major bondholders.  The Company has
received the final $1 billion in incremental borrowings under the
Credit Facility, bringing the total loan size to $3 billion.  CIT
will use a substantial amount of the loan proceeds to support its
small business and middle market customers.

Evercore Partners and Morgan Stanley are the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal
counsel in connection with the financing and restructuring plan.
Sullivan & Cromwell LLP served as legal counsel to the Company's
Board of Directors.  Morgan Stanley & Co. Incorporated and BofA
Merrill Lynch are the Dealer Managers for the Tender Offer and
D.F. King & Co., Inc. is the Depositary and Information Agent.

                        Restructuring Plan

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

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

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

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

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

                          About CIT Group

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

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

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

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

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


CITIGROUP INC: Citi Funding to Issue Callable Leveraged CMS Notes
-----------------------------------------------------------------
Citigroup Inc. filed a pricing supplement on Form 424B2 with the
Securities and Exchange Commission in connection with Citigroup
Funding Inc.'s planned issuance of Callable Leveraged CMS Spread
Principal Protected Notes Due 2024 at $1,000 per Note.

Any payments due from Citigroup Funding are fully and
unconditionally guaranteed by Citigroup Inc.

The notes are not deposits or savings accounts but are unsecured
debt obligations of Citigroup Funding Inc.  The notes are not
insured by the Federal Deposit Insurance Corporation or by any
other governmental agency or instrumentality, and are not
guaranteed by the FDIC under the Temporary Liquidity Guarantee
Program.

The notes will not be listed on any exchange.

A full-text copy of the Pricing Supplement filed on August 4 is
available at no charge at http://ResearchArchives.com/t/s?4114

The August 4 Supplement provides that Citigroup Global Markets
Inc., an affiliate of Citigroup Funding and the underwriter of the
sale of the notes, will receive an underwriting fee of $25.00 for
each $1,000.00 note sold in the offering.  Certain dealers,
including Citi International Financial Services, Citigroup Global
Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia
Limited, broker-dealers affiliated with Citigroup Global Markets,
will receive from Citigroup Global Markets a concession of not
more than $25.00 for each $1,000.00 note they sell.  Citigroup
Global Markets will pay the Financial Advisors employed by
Citigroup Global Markets and Morgan Stanley Smith Barney LLC, an
affiliate of Citigroup Global Markets, a fixed sales commission of
$25.00 for each $1,000 note they sell.  Additionally, it is
possible that Citigroup Global Markets and its affiliates may
profit from expected hedging activity related to this offering,
even if the value of the notes declines.

A full-text copy of the Pricing Supplement filed on August 6 is
available at no charge at http://ResearchArchives.com/t/s?4115

The August 6 Supplement provides that Citigroup Global Markets
will receive an underwriting fee of $47.50 for each $1,000.00 note
sold in this offering.  Certain dealers will receive from
Citigroup Global Markets a concession of not more than $47.50 for
each $1,000.00 note they sell.  Additionally, it is possible that
Citigroup Global Markets and its affiliates may profit from
expected hedging activity related to this offering, even if the
value of the notes declines.

                          About Citigroup

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

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

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


CITIGROUP INC: To Issue $2.5-Bil. in 6.375% Senior Notes Due 2014
-----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission:

     -- a free writing prospectus on Form FWP

        See http://ResearchArchives.com/t/s?4117

     -- a prospectus supplement on Form 424B2

        See http://ResearchArchives.com/t/s?4118

in connection with its planned issuance of $2,500,000,000 in
6.375% Senior Notes due 2014.

The debt is not guaranteed under the Federal Deposit Insurance
Corporation's Temporary Liquidity Guarantee Program.

The notes will mature on August 12, 2014.  The notes will bear
interest at a fixed rate of 6.375% per annum.  Interest on the
notes is payable semi-annually on the 12th day of each February
and August, commencing February 12, 2010.  The notes may not be
redeemed prior to maturity unless changes involving United States
taxation occur which could require Citigroup to pay additional
amounts.

The notes are being offered globally for sale in the United
States, Europe, Asia and elsewhere where it is lawful to make such
offers.  Application will be made to list the notes on the
regulated market of the Luxembourg Stock Exchange, but Citigroup
is not required to maintain this listing.

The total public offering price is $2,483,075,000.  The total
underwriting discount is $8,125,000.  The total proceeds to
Citigroup (before expenses) is $2,474,950,000.

Interest on the notes will accrue from August 12, 2009, to the
date of delivery.  Net proceeds to Citigroup (after expenses) are
expected to be $2,474,775,000.

Citigroup Global Markets Inc. is acting as sole bookrunning
manager for the offering and as representative of the
underwriters.  Each underwriter has severally agreed to purchase
from Citigroup the principal amount of notes set forth opposite
the name of each underwriter:

                                               Principal Amount
     Underwriter                                   of Notes
     -----------                               ----------------
Citigroup Global Markets Inc.                    $2,137,500,000
Banc of America Securities LLC                       62,500,000
Deutsche Bank Securities Inc.                        62,500,000
Goldman, Sachs & Co.                                 62,500,000
UBS Securities LLC                                   62,500,000
Barclays Capital Inc.                                12,500,000
BNP Paribas Securities Corp.                         12,500,000
nabCapital Securities, LLC                           12,500,000
RBC Capital Markets Corporation                      12,500,000
RBS Securities Inc.                                  12,500,000
Sandler O'Neill & Partners, L.P.                     12,500,000
SBK-Brooks Investment Corp.                          12,500,000
TD Securities (USA) LLC                              12,500,000
Utendahl Capital Partners, L.P.                      12,500,000
                                               ----------------
                      Total                      $2,500,000,000

On August 5, Citigroup filed with the Securities and Exchange
Commission a template prospectus in connection with its planned
issuance of any securities.  A full-text copy of the prospectus is
available at no charge at http://ResearchArchives.com/t/s?4119

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: Citi Funding to Offer Caterpillar-Linked Notes
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Citigroup Inc. filed with the Securities and Exchange Commission
an Offering Summary in connection with Citigroup Funding Inc.'s
planned issuance of Equity LinKed Securities at __% Per Annum
Based Upon the Common Stock of Caterpillar Inc. Due 2010.  The
Note is $10.00 per ELKS.

Any payments due from Citigroup Funding are fully and
unconditionally guaranteed by Citigroup Inc.

The ELKS pay a fixed coupon, with a yield greater than both the
current dividend yield of the Underlying Equity and the yield that
would be payable on a conventional debt security of the same
maturity issued by Citigroup Funding.  The ELKS will pay a coupon
on the Maturity Date equal to roughly 11% to 12% per annum
(approximately 6.42% to 7.00% per seven months on a simple
interest basis) (to be determined on the Pricing Date).

While the ELKS provide limited protection against the decline in
the price of the Underlying Equity, the ELKS are not principal
protected. For each ELKS held at maturity, the investor will
receive either (a) a fixed number of shares of the Underlying
Equity equal to the Equity Ratio (or, if the investor elects, the
cash value of those shares based on the closing price of the
Underlying Equity on the Valuation Date), if the price of the
Underlying Equity is less than or equal to the Downside Threshold
Price (to be determined on the Pricing Date) at any time from the
Pricing Date up to and including the Valuation Date (whether
intra-day or at the close of trading on any day), or (b) $10 in
cash.  Thus, if the investor receives shares of the Underlying
Equity at maturity (or, if the investor elects, the cash value of
those shares) and the price of the Underlying Equity at maturity
(or on the Valuation Date if the investor elects to receive the
cash value of those shares) is less than the Initial Equity Price,
the amount the investor receives at maturity for each ELKS will be
less than the price paid for each ELKS and could be zero.

No Participation in the Growth Potential of the Underlying Equity.
In return for receiving the fixed coupon and limited protection
against a decline in the price of the Underlying Equity, the
investor gives up participation in any increase in the price of
the Underlying Equity during the term of the ELKS (except in
limited circumstances).  Also, the investor will not receive
dividends or other distributions, if any, paid on the Underlying
Equity.

The ELKS are a series of unsecured senior debt securities issued
by Citigroup Funding.  Any payments due on the ELKS are fully and
unconditionally guaranteed by Citigroup Inc., Citigroup Funding's
parent company.  The ELKS will rank equally with all other
unsecured and unsubordinated debt of Citigroup Funding and, as a
result of the guarantee, any payments due under the ELKS will rank
equally with all other unsecured and unsubordinated debt of
Citigroup Inc.  The return of the principal amount of the
investor's investment in the ELKS at maturity is not guaranteed.
The ELKS are not deposits or savings accounts, are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.  All
payments on the ELKS are subject to the credit risk of Citigroup
Inc.

Citigroup noted that Caterpillar is the leader in construction and
mining equipment, and diesel and natural gas engines and
industrial gas turbines in its size range.  The company is also a
leading services provider through Cat Financial, Caterpillar
Logistics Services Inc., Caterpillar Remanufacturing Services and
Progress Rail Services Corporation (Progress Rail).  Caterpillar
is the largest manufacturer in its industry and a leading U.S.
exporter.

Citigroup reported net income for the second quarter of 2009 of
$4.3 billion, or $0.49 per diluted share.  Second quarter revenues
were $30.0 billion.  The results include an $11.1 billion pre-tax
-- $6.7 billion after-tax -- gain associated with the Morgan
Stanley Smith Barney joint venture transaction, which closed on
June 1, 2009.  At June 30, 2009, Citigroup had total assets of
$1.84 trillion and total liabilities of $1.69 trillion.

A full-text copy of the Offering Summary is available at no charge
at http://ResearchArchives.com/t/s?411b

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: $44.7BB Long-Term Debt Covered by FDIC Guarantee
---------------------------------------------------------------
Citigroup Inc. disclosed in a Form 10-Q filing with the Securities
and Exchange Commission that as of June 30, 2009, Citigroup and
its affiliates had issued a total of $44.7 billion of long-term
debt that is covered under the FDIC guarantee, with $6.35 billion
maturing in 2010, $14.75 billion maturing in 2011 and
$23.5 billion maturing in 2012.

In addition, as of June 30, 2009, Citigroup, through its
subsidiaries, also had $27.7 billion in outstanding commercial
paper and interbank deposits backed by the FDIC.  The FDIC also
charges a fee ranging from 50 to 150 basis points in connection
with the issuance of those instruments.

Under the terms of the FDIC's Temporary Liquidity Guarantee
Program, the FDIC will guarantee, until the earlier of either its
maturity or June 30, 2012 -- for qualifying debt issued before
April 1, 2009 -- or December 31, 2012 -- for qualifying debt
issued on or after April 1, 2009 through October 31, 2009 --
certain qualifying senior unsecured debt issued by certain
Citigroup entities between October 31, 2008, and October 31, 2009,
in amounts up to 125% of the qualifying debt for each qualifying
entity.  The FDIC charges Citigroup a fee ranging from 50 to 150
basis points in accordance with a prescribed fee schedule for any
qualifying debt issued with the FDIC guarantee.

As to any entity participating in the TLGP, the TLGP regulations
grant discretion to the FDIC, after consultation with the
participating entity's appropriate Federal banking agency, to
determine that the entity will no longer be permitted to continue
to participate in the TLGP.  If the FDIC makes that determination,
it will inform the entity that it will no longer be provided the
protections of the TLGP.  Such a determination will not affect the
guarantee of prior debt issuances under the TLGP.

Citigroup also reported it had roughly $9.6 billion in net U.S.
subprime-related direct exposures in the Special Asset Pool at
June 30, 2009.  The exposure consisted of (a) roughly $8.3 billion
of net exposures in the super senior tranches (i.e., the most
senior tranches) of CDOs, which are collateralized by asset-backed
securities, derivatives on asset-backed securities, or both (ABS
CDOs), and (b) roughly $1.4 billion of exposures in its lending
and structuring business.

The net $8.3 billion in ABS CDO super senior exposures as of
June 30, 2009 is collateralized primarily by subprime residential
mortgage-backed securities, derivatives on RMBS, or both.  The
exposures include $7.3 billion in the super senior tranches of ABS
CDOs initially issued as commercial paper and roughly $9.0 million
of other super senior tranches of ABS CDOs.

On June 1, 2009, Citi and Morgan Stanley established a joint
venture that combines the Global Wealth Management platform of
Morgan Stanley with Citi's Smith Barney, Quilter and Australia
private client networks.  Citi sold 100% of the businesses to
Morgan Stanley in exchange for a 49% stake in the JV and an
upfront cash payment of $2.75 billion.  The Brokerage and Asset
Management business recorded a pretax gain of roughly $11.1
billion ($6.7 billion after-tax) on this sale.  Both Morgan
Stanley and Citi will access the JV for retail distribution and
each firm's institutional businesses will continue to execute
order flow from the JV.

On August 1, 2009, Citi sold its managed futures business to the
Morgan Stanley Smith Barney JV.  The sale will result in an after-
tax gain of roughly $160 million in the third quarter of 2009 and
will not impact Citi's 49% ownership stake in the JV.

On May 1, 2009, Citigroup entered into a definitive agreement to
sell its Japanese domestic securities business, conducted
principally through Nikko Cordial Securities Inc., to Sumitomo
Mitsui Banking Corporation in a transaction with a total cash
value to Citi of approximately $7.9 billion (JPY774.5 billion).
Citi's ownership interests in Nikko Citigroup Limited, Nikko Asset
Management Co., Ltd., and Nikko Principal Investments Japan Ltd.
were not included in the transaction. Citi expects to recognize an
immaterial after-tax gain on the transaction when the transaction
closes.  Citigroup said the transaction is expected to close by
the end of the fourth quarter of 2009, subject to regulatory
approvals and customary closing conditions.

On July 1, 2009, Citigroup entered into a definitive agreement to
sell all of the shares of NikkoCiti Trust and Banking Corporation
to Nomura Trust & Banking Co., Ltd. for an all cash consideration
of $197 million, subject to certain closing purchase price
adjustments.  Citigroup said the sale is expected to close in the
fourth quarter of 2009, subject to regulatory approvals and
customary closing conditions.

A full-text copy of Citigroup's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?411d

                       About Citigroup Inc.

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

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

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


CINCINNATI BELL: Posts $26.3 Million Net Income for Q2 2009
-----------------------------------------------------------
Cincinnati Bell Inc. reported net income of $26.3 million for the
three months ended June 30, 2009, compared with a $25.6 million
net income for the same period a year ago.  Cincinnati Bell
reported a net income of $55.1 million for the six months ended
June 30, 2009, compared with a $38.5 million net income for the
same period a year ago.

As of June 30, 2009, Cincinnati Bell had $2.00 billion in total
assets and $2.63 billion in total liabilities, resulting in a
$623.7 million in shareowners' deficit.

Quarterly Highlights

     -- Quarterly revenue from Technology Solutions totaled
        $66 million reflecting a year-over-year increase in data
        center and managed services revenue of $4 million, or
        14%, offset by a decline in revenue from telecom and IT
        equipment of $17 million, or 34%.  The growth in the data
        center business contributed to a 17% increase in Adjusted
        EBITDA for Technology Solutions, in spite of a 15%
        reduction in total revenue.  Utilization of the company's
        data center capacity increased to 81% during the quarter.

     -- Wireless service revenue in the second quarter of 2009 was
        $71 million compared to $72 million in the prior year
        quarter.  Higher data revenue, driven by smartphone
        subscriber growth, was more than offset by lower voice
        revenue resulting from a year-over-year decline in
        postpaid voice minutes of use per subscriber.  Cincinnati
        Bell's focus on smartphone subscriber growth resulted in
        the net addition of 8,000 smartphone activations in the
        second quarter of 2009.

     -- Bundled customers increased by 2,000 during the second
        quarter, driven by the company's Priced For Life bundled
        program.  With Priced For Life, customers can eliminate
        price increases by establishing a permanent monthly rate
        for a bundle of two or more communications services
        without a contract.

     -- Cincinnati Bell continued to repurchase common stock under
        the program authorized by its Board of Directors in
        February 2008.  In the second quarter of 2009, common
        stock repurchases totaled 5 million shares for
        $13 million.  Since the program's inception, the company
        has purchased 37 million shares for $111 million,
        representing 15% of shares outstanding at the end of 2007.

     -- The company's net debt decreased by $42 million from the
        first quarter of 2009 to $1.9 billion.  Free cash flow of
        $61 million for the second quarter of 2009 increased
        $7 million from the prior year period.  Cincinnati Bell
        also amended and extended its revolving credit facility
        through August 2012.

"Cincinnati Bell continues to perform well in this difficult
economy," said John F. Cassidy, president and chief executive
officer.  "The aggressive expense reductions we implemented in the
first half of the year have allowed us to maintain our
profitability and increase our cash flow, despite the poor
economy.  Also, we are pleased with the continuing success of our
data center and managed services operations, which had revenue
growth of 14% compared to last year."

Gary Wojtaszek, chief financial officer, said. "We are also
pleased to have completed an extension of our revolving credit
facility in the second quarter.  We have no significant debt
maturities for the next several years."

In June 2009, the Company amended its Corporate credit facility,
which would have expired in February 2010.  The amended Corporate
credit facility has a $210 million revolving line of credit and
expires in August 2012.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?4113

On August 4, 2009, Mr. Cassidy, Mr. Wojtaszek, and Brian A. Ross,
the Company's chief operating officer, presented second quarter
2009 results.  A full-text copy of the presentation is available
at no charge at http://ResearchArchives.com/t/s?40c8

On July 1, 2009, Cincinnati Bell and its wholly owned receivables
subsidiary Cincinnati Bell Funding LLC entered into the Fifth
Amendment to Receivables Purchase Agreement dated as of July 1,
2009, among the Company, CB Funding, the various Purchasers and
Purchaser Agents and PNC Bank, National Association as
Administrator for each Purchaser Group.  The Fifth Amendment
amends the Company's Receivables Purchase Agreement originally
entered into on March 23, 2007 among the Company, CB Funding, the
various Purchaser Groups identified therein and PNC Bank, National
Association, as amended, by giving accord to the addition of
eVolve Business Solutions LLC, a wholly-owned subsidiary of the
Company, to the receivables facility and by making amendments for
the handling of certain cash transactions at the Company's retail
locations.

On July 1, the Company, CB Funding, and eVolve entered into the
Joinder and Second Amendment to Purchase and Sale Agreement dated
as of July 1, 2009 among eVolve as a New Originator, the
Originators identified therein, CB Funding, and the Company as
sole member of CB Funding and as Servicer.  The Joinder Agreement
amends the Purchase and Sale Agreement dated as of March 23, 2007
among CB Funding, the Company, and the various Originators, by
adding eVolve as an Originator to the Purchase and Sale Agreement.

A full-text copy of the Fifth Amendment to Receivables Purchase
Agreement dated as of July 1, 2009, among Cincinnati Bell Funding
LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Purchasers
and Purchaser Agents identified therein, and PNC Bank, National
Association, as Administrator for each Purchaser Group, is
available at no charge at http://ResearchArchives.com/t/s?40c9

A full-text copy of the Joinder and Second Amendment to Purchase
and Sale Agreement dated as of July 1, 2009, among eVolve Business
Solutions LLC as a New Originator, the Originators identified
therein, Cincinnati Bell Funding LLC, and Cincinnati Bell Inc. as
sole member of Cincinnati Bell Funding and as Servicer, is
available at no charge at http://ResearchArchives.com/t/s?40ca

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

                          *     *      *

As reported in the Troubled Company Reporter on May 1, 2009,
Moody's Investors Service lowered Cincinnati Bell's short term
liquidity rating to SGL-3 from SGL-1, reflecting primarily the
pending maturity of the Company's revolving credit facility in
early 2010.  Although the Company intends to extend the maturity
of the revolver, and has the capacity to repay the revolver
outstandings prior to its scheduled maturity in February 2010, the
lack of an external facility and the resulting modest cash
balances will leave the company with a lower liquidity cushion
over the forward four-quarter period ending March 31, 2010.
Still, Moody's recognizes the Company's ability to generate about
$380 million in cash from operations over the next year, which
should leave it in an adequate liquidity position overall.  Should
the Company refinance the maturing revolver with a multi-year
facility, the liquidity rating would likely improve.


CLAIRE'S STORES: Bank Debt Trades at 34% Off in Secondary Market
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Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 66.21 cents-
on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.71
percentage points from the previous week, The Journal relates.
The loan matures on May 29, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating while it carries Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 7, among the 137 loans with five or more bids.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally. It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of January 31, 2009,
Claire's Stores, Inc. operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

At May 2, 2009, Claire's Stores has $2,877,264,000 in assets,
$212,884,000 in current liabilities and $2,743,540,000 in long-
term liabilities (for $2,956,424,000 in total liabilities).


CLARIENT INC: Posts $29,000 Net Income for Second Quarter
---------------------------------------------------------
Clarient Inc. swung to a $29,000 net income for the three months
ended June 30, 2009, from a $4.27 million net loss for the same
period a year ago.  Clarient posted lower net loss of $127,000 for
the six months ended June 30, 2009, from a $5.21 million net loss
for the same period a year ago.

Clarient said net amount applicable to common shareholders was a
loss of $4.3 million, or $0.06 per share for the quarter.  This
was due to a $4.3 million non-cash deemed dividend arising from a
"beneficial conversion feature" in the second tranche of the Oak
Purchase Agreement.  This "in-the-money non-detachable" conversion
feature of the issued 1.4 million Preferred Shares gave Oak
Investment Partner the opportunity to convert their Preferred
Shares into 5.6 million common shares at a $1.90 per share.  This
was $0.75 below the market price of $2.65 at May 14, 2009, the
date of the second Oak closing.  In the second quarter 2008, the
Company reported a loss of $4.3 million and a $0.06 loss per
share.

Net loss applicable to common stockholders for this year's six-
month period, including the non-cash deemed dividend mentioned
above and a $1.5 million gain on discontinued operations from the
satisfaction of post-closing conditions related to the divestiture
of its instrument systems business in March of 2007, was a $0.06
loss per share.

At June 30, 2009, Clarient had $54.3 million in total assets;
$13.8 million in total current liabilities, $982,000 in long-term
capital lease obligations and $3.75 million in deferred rent and
other non-current liabilities; and $35.6 million in stockholders'
equity.

Second quarter revenue was $23.7 million, compared to
$16.9 million for the same period in 2008.  Clarient has now
posted 20 consecutive quarters of sequential revenue growth.
Revenue for this year's six-month period was $46.9 million, up
from $32.8 million in the year-earlier period.

A full-text copy of Clarient's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?410b

"Our success in adding new customers, same store sales to current
clients, and new product launches continued to drive strong growth
in the second quarter, our 20th in a row with sequential growth.
These initiatives combined with our new sales force expansion are
the foundation for our future success, and should continue to
provide a solid growth trajectory throughout the year," said Ron
Andrews, Clarient Vice Chairman and Chief Executive Officer. "What
has changed is the strength of our balance sheet and reaching
critical mass in terms of revenues -- finally putting us in a
position to realize the operating leverage and profits that are
possible under this business model.  In the second quarter,
profits were constrained by investments in much needed
infrastructure initiatives, so it is very gratifying for our
entire team that we were able to balance these investments and
still post our first net income from continuing operations."

Ray Land, Senior Vice President and Chief Financial Officer said,
"As expected, we were able to complete the second tranche of our
private placement of convertible preferred stock with Oak
Investment Partners on May 14, 2009 which considerably
strengthened our balance sheet.  In addition, we collected
$19.9 million in cash in the second quarter which is a 34%
increase over our first quarter. This is a strong indication that
our billing and collection process is improving."

Mr. Land cited continued progress in marketing programs and
customer retention, combined with the early success of new product
introductions, in increasing guidance for annual revenue to the
range of $96 million to $101 million, as well as positive adjusted
EBITDA and operating income for the year.

Mr. Andrews concluded, "Clarient's business model built on a
balanced revenue stream across multiple cancer types and
technologies is well positioned in the new environment of health
reform and cost containment. The opportunities for Clarient to use
its established commercial engine to bring new advanced tests to
market are numerous and growing daily, and we are hard at work
identifying which of those opportunities we will pursue while
maintaining a focus on profitability."

                        About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

                       Going Concern Doubt

KPMG LLP in Irvine, California -- in its audit report dated
March 19, 2009 -- raised substantial doubt about the Company's
ability to continue as a going concern.  KPMG cited the Company's
recurring losses from operations and negative cash flows from
operations, and working capital and net capital deficiencies.
KPMG said it is not probable that the Company can remain in
compliance with the restrictive financial covenants in its bank
credit facilities.


CLEAR CHANNEL: Bank Debt Trades at 38% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 61.66 cents-on-the-dollar during the week ended Friday, Aug. 7,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 2.22 percentage points from the previous week, The Journal
relates.  The loan matures Jan. 30, 2016.  The Company pays 365
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Caa2 rating and Standard & Poor's CCC rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 7, among the 137 loans with five or more bids.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment. Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion


CNH GLOBAL: S&P Affirms 'BB+' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the
ratings, including the 'BB+' long-term corporate credit rating, on
CNH Global NV and removed them from CreditWatch, where S&P had
placed them with negative implications on January 22, 2009.  The
outlook is negative.

S&P affirmed its ratings on Netherlands-based agricultural and
construction equipment manufacturer CNH after taking the same
action on CNH's parent, Italy-based auto and truck manufacturer
Fiat SpA (BB+/Negative/B).

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

"Because Standard & Poor's views CNH as core to the Fiat Group, a
positive or negative rating action on Fiat would result in the
same action on CNH," said Standard & Poor's credit analyst Dan
Picciotto.  "If S&P cease to view CNH as core to the Fiat Group,
and if CNH's financial profile, without Fiat support, is
insufficient to maintain the ratings, S&P could take a negative
rating action," he continued.


COMMERCECONNECT MEDIA: Confirmation Hearing Slated for Sept. 8
--------------------------------------------------------------
CommerceConnect Media Holdings Inc. obtained from Judge Brendan L.
Shannon of the U.S. Bankruptcy Court for the District of Delaware
permission to have a combined hearing to approve the prepetition
solicitation rules, the prepackaged plan of reorganization and the
adequacy of the disclosure statement.  The hearing will be held
September 8.  Objections to the Plan are due Aug. 31.

CommerceConnect won interim permission from the Bankruptcy Court
to use its lenders' cash collateral.

As reported by the TCR on August 5, 2009, CommerceConnect filed
together with its bankruptcy petition, a plan of reorganization
negotiated with lenders prepetition.  The proposed Chapter 11 plan
provides for the conversion of a large portion of its existing
first lien debt and all of the existing second lien debt to
equity.

According to the disclosure statement explaining the Plan:

  -- Holders of first lien facility claims owed not less than
     $173,000,000 will recover not more than 70% of their claims.
     Holders of first lien debt will receive their pro rata share
     of the $60 million of new term debt and new common stock.

  -- Holders of second lien facility claims owed $32,000,000 to
     $35,000,000 will recover not more than 4% of their claims.
     They will receive warrants to purchase 7,600 shares of Class
     A common stock at a price of $450 per share, based on an
     assumed total enterprise value of $105 million.

  -- The rights of holders of allowed general unsecured claims
     will be reinstated.  They will recover 100% of their claims
     in the ordinary course.  These claimants are unimpaired under
     the Plan and are deemed to have accepted the Plan.

  -- All existing stock will be cancelled, and holders of these
     interests won't recover anything.

That plan is 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 is 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 plan.

With the majority of the impaired voting creditors that have
accepted the Plan, the Debtors will ask the Court on September 8
to confirm the Plan.  Pursuant to Section 1126 of the Bankruptcy
Code, an impaired class of claims has accepted the Plan if the
holders of at least two-thirds in dollar amount and more than one-
half in number of the allowed claims in the call actually voting
to have voted to accept the Plan.

Holders of existing stock are deemed to reject the Plan owing to
their zero recovery.  With respect to this class, the Debtors will
seek confirmation of the Plan pursuant to the cramdown provisions
of Section 1129(b) of the Bankruptcy Code.

Copies of the Plan and Disclosure Statement are available for free
at:

     http://bankrupt.com/misc/CC_Prepack_DS.pdf
     http://bankrupt.com/misc/CC_Prepack_Plan.pdf

                       About CommerceConnect

CommerceConnect Media, doing business as Cygnus, 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.

CommerceConnect Media Holdings, Inc., together with affiliates,
including Cygnus Business Media Inc., filed for Chapter 11 on
August 3, 2009 (Bankr. D. Del. Case No. 09-12765).  Attorneys at
Richards, Layton & Finger, P.A., and Curtis, Mallet-Prevost, Colt
& Mosle LLP, serve as counsel to the Debtors.  Garden City Group
Inc. serves as noticing and claims agent.  Miller Buckfire & Co.,
LLC, is the Debtors' financial advisor.  Attorneys at Sidley
Austin represent General Electric Capital Corp., the first lien
agent, while attorneys at Paul, Hastings, Janofsky & Walker LLP
serve as counsel to Barclays Bank PLC, the second lien agent.
Judge Brendan Linehan Shannon presides over the case.  The
petition says CommerceConnect has $100,000,001 to $500,000,000 in
assets and debts.


COMMERCIAL VEHICLE: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on New Albany, Ohio-based Commercial
Vehicle Group Inc. to 'SD' (selective default) from 'CCC+'.  S&P
also lowered its rating on the company's 8% senior unsecured notes
to 'D' (default) from 'CCC+' and revised the recovery rating to
'5', from '4', because the addition of new debt, senior to the
notes, in the capital structure impairs the recovery prospects for
the remaining noteholders.  The '5' recovery rating indicates that
lenders can expect modest (10% to 30%) recovery in the event of a
payment default.

S&P's rating actions follow the company's announcement on August 4
of various financial transactions.  Under S&P's criteria, S&P
views an exchange offer at a discount to par by a company under
substantial financial pressure as a distressed debt exchange and
tantamount to a default.

"Our downgrades do not reflect an increase in CVG's risk of
bankruptcy in S&P's view," said Standard & Poor's credit analyst
Nancy Messer, "and S&P recognize that the combined effect of these
transactions provides somewhat improved near-term financial
flexibility for the company."

S&P expects to assign a new corporate credit rating within the
next two weeks, which will be based on, among other things, S&P's
assessment of the company's new capital structure, maturity
schedule, liquidity profile, and other financial and business risk
factors following the financial restructuring.  S&P's preliminary
expectation is that CVG's corporate credit rating will likely not
rise above the 'CCC' category because the benefits of the
transaction to CVG's credit measures will not be sufficient to
support a higher rating.  In S&P's view, although deterioration in
the global economy may have slowed, S&P does not expect the
economy to improve enough in the year ahead to significantly boost
its revenues, earnings, and cash flow.  As a result, S&P expects
the company's leverage to remain high.

The company reported that as of August 4, 2009, it had
$20.8 million available under the amended facility, after giving
effect for the transactions, including $3.1 million in one-time
financing and legal costs, before triggering the requirement to
comply with financial maintenance covenants.  CVG reported it did
not have any borrowings outstanding under its credit facility,
which is governed by a borrowing base and expires in January 2012,
but had $1.7 million in letters of credit.

S&P views CVG's tight liquidity position as caused by the global
recession, which has caused commercial-truck production to drop.
The debt transactions improve the company's near-term financial
flexibility slightly, and CVG has realized substantial cost
savings from operational restructuring initiatives taken in recent
months.  Still, the transactions reduce the revolving credit
commitment in size and increase interest expense and will result
in higher leverage over time.  The indenture governing the
company's 8.0% notes was not amended in connection with these
transactions.

As of March 31, 2009, CVG had assets of 299,363,000 against debts
of $275,645,000.


COMMUNITY FIRST BANK: Home Federal Bank Assumes All Deposits
------------------------------------------------------------
Community First Bank, Prineville, Oregon, was closed August 7 by
the Oregon Division of Finance & Corporate Securities, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Home Federal Bank, Nampa, Idaho, to
assume all of the deposits of Community First Bank, excluding
those from brokers.

The eight branches of Community First Bank will reopen today,
Monday, as branches of Home Federal Bank.  Depositors of Community
First Bank will automatically become depositors of Home Federal
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship to
retain their deposit insurance coverage.  Customers should
continue to use their existing branches until Home Federal Bank
can fully integrate the deposit records of Community First Bank.

As of July 5, 2009, Community First Bank had total assets of $209
million and total deposits of approximately $182 million.  In
addition to assuming all of the deposits of the failed bank, Home
Federal Bank agreed to purchase approximately $197 million of
assets.  The FDIC will retain the remaining assets for later
disposition.

Home Federal Bank will purchase all deposits, except about
$31 million in brokered deposits, held by Community First Bank.
The FDIC will pay the brokers directly for the amount of their
funds.  Customers who placed money with brokers should contact
them directly for more information about the status of their
deposits.

The FDIC and Home Federal Bank entered into a loss-share
transaction on approximately $155 million of Community First
Bank's assets.  Home Federal Bank will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-913-3062.  Interested parties can also
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/community-prineville.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $45 million.  Home Federal Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. Community First Bank is the 72nd FDIC-
insured institution to fail in the nation this year, and the third
in Oregon.  The last FDIC-insured institution to be closed in the
state was Silver Falls Bank, Silverton, Oregon, on February 20,
2009.


COMMUNITY NAT'L BANK: Closed; Stearns Bank Assumes All Deposits
---------------------------------------------------------------
Community National Bank of Sarasota County, Venice, Florida, was
closed August 7 by the Office of the Comptroller of the Currency,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Stearns Bank, National
Association, St. Cloud, Minnesota, to assume all of the deposits
of Community National Bank of Sarasota County.

The four branches of Community National Bank of Sarasota County
will reopen as branches of Stearns Bank, N.A.  Depositors of
Community National Bank of Sarasota County will automatically
become depositors of Stearns Bank, N.A.  Depositors will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance coverage.  Customers should continue to use their
existing branches until Stearns Bank, N.A., can fully integrate
the deposit records of Community National Bank of Sarasota County.
Depositors of Community National Bank of Sarasota County can
access their money by writing checks or using ATM or debit cards.
Checks drawn on the bank will continue to be processed.  Loan
customers should continue to make their payments as usual.

As of June 30, 2009, Community National Bank of Sarasota County
had total assets of $97 million and total deposits of $93 million.
Stearns Bank, N.A. will pay the FDIC a premium of 0.25% to assume
all of the deposits of Community National Bank of Sarasota County.
In addition to assuming all of the deposits of the failed bank,
Stearns Bank, N.A. agreed to purchase $94 million of the failed
banks assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and Stearns Bank, N.A. entered into a loss-share
transaction on approximately $79 million of Community National
Bank of Sarasota County's assets.  Stearns Bank, N.A. will share
in the losses on the asset pools covered under the loss-share
agreement.  The loss-sharing arrangement is projected to maximize
returns on the assets covered by keeping them in the private
sector.  The agreement also is expected to minimize disruptions
for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-913-3053.  Interested parties can also
visit the FDIC's Web site at:

http://www.fdic.gov/bank/individual/failed/community-venice.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $24 million.  Stearns Bank, N.A.'s acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. Community National Bank of Sarasota
County is the 71st FDIC-insured institution to fail in the nation
this year, and the sixth in Florida.  The last FDIC-insured
institution to be closed in the state was First State Bank,
Sarasota, earlier on August 7.


CORNERSTONE E & P: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cornerstone E & P Company, LP
        5525 N. MacArthur Blvd., Suite 775
        Irving, TX 75038

Case No.: 09-35228

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Cornerstone Southwest GP, LLC                      09-35229

Type of Business: The Debtor operates an oil and gas exploration
business.

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Stephen M. Pezanosky, Esq.
                  Haynes and Boone, LLP
                  2323 Victory Avenue, Suite 700
                  Dallas, TX 75219
                  Tel: (214)651-5000
                  Fax: (214)651-5940
                  Email: stephen.pezanosky@haynesboone.com

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

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

The petition was signed by John Sanchez.

Cornerstone E & P's List of 50 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Devon Energy Production Co.    Trade Debt             $4,855,722
20 N. Broadway
Oklahoma City, OK 73102-8260

Felderhoff Brothers Drilling   Trade Debt             $4,785,533
PO Box 202037
Dallas, TX 75320-2037

Burlington Resources Oil       Trade Debt             $4,178,409
& Gas Co.
21873 Network Place
Chicago, IL 60673-1218

Precision Energy Services      Trade Debt             $3,724,746
Inc.
PO Box 200698
Dallas, TX 75320-0698

NFR Energy LLC                 Trade Debt             $2,460,758
1415 Louisiana, Suite 1600
Houston, TX 77002

Exploreco International LLC    Trade Debt             $2,314,341
PO Box 951913
Dallas, TX 75395-1913

Schlumberger Technology        Trade Debt             $2,126,375
Corporation
PO Box 201556
Houston, TX 77261-1556

Vanguard Stimulation           Trade Debt             $1,703,881
Service LLC
19800 MacArthur Blvd.,
Suite 650
Irvine, CA 92612

Baker Hughes Drilling Fluids   Trade Debt             $1,252,559
PO Box 200415
Houston, TX 77216-0415

B J Services Company           Trade Debt             $997,000
PO Box 4346, Dept. 393
Houston, TX 77210-4346

Newpark Drilling Fluids LLC    Trade Debt             $793,893
PO Box 83116
Baton Rouge,
LA 70884-3116

Rowan Drilling Company Inc.    Trade Debt             $693,500
2800 Post Oak Blvd.,
Suite 5450
Houston, TX 77056-6189

Simons Petroleum              Trade Debt             $642,157
PO Box 676686
Dallas, TX 75267-6686

Thomas Tools                  Trade Debt             $554,759
PO Box 200701
Dallas, TX 75230-0701

T A W Inc.                    Trade Debt             $533,712
PO Box 960078
Oklahoma City, OK 73196

Myers Roustabout LLC          Trade Debt             $523,055
PO Box 751
Jacksboro, TX 76458

Smith International Inc.      Trade Debt             $514,677
PO Box 200760
Dallas, TX 75230-0760

Phantom Drilling Fluids       Trade Debt             $512,781
Company
904 Fox Hill Drive
Edmond, OK 73034

Drillright Technology Inc.    Trade Debt             $498,501
2201 SE 38th
Moore, OK 73160

Awesome Transport LLC         Trade Debt             $477,106
PO Box 2407
Elk City, OK 73648

Nabors Well Services Ltd.     Trade Debt             $451,614
PO Box 973510
Dallas, TX 75397-3510

Ulterra Drilling              Trade Debt             $429,845
Technologies LP
PO Box 975228
Dallas, TX 75397-5228

Quicksilver Resources Inc.    Trade Debt             $353,355
777 West Rosedale Street,
Suite 300
Fort Worth, TX 76104

Basic Energy Services         Trade Debt             $316,359
PO Box 841903
Dallas, TX 75284-1903

TK Stanley Inc.               Trade Debt             $307,184
PO Box 31
Waynesboro, MS 39367

Bronco Drilling Company       Trade Debt             $276,090
Inc.
16217 N. May Avenue
Edmond, OK 73013

Seaboard Wellhead Inc.        Trade Debt             $272,056
PO Box 3177
Houston, TX 77253-3177

Energy Service Company        Trade Debt             $217,957

Express Energy Services       Trade Debt             $206,305

TCB Rental Inc.               Trade Debt             $191,506

Baker Oil Tools               Trade Debt             $180,515

Pason Systems USA Corp.       Trade Debt             $165,621

Continental Resources Inc.    Trade Debt             $164,344

Arrow Pump & Supply Inc.      Trade Debt             $161,115

T S Dudley Land Co. Inc.      Trade Debt             $160,946

Jimmy Chatham Dozer           Trade Debt             $160,773
Service Inc.

Streamline Production         Trade Debt             $157,501
Systems Inc.

Tejas Oilfield Service        Trade Debt             $129,126

Super Flow Testers Inc.       Trade Debt             $127,579

Brickman Fast Line Inc.       Trade Debt             $119,116

Moricoli & Schovanec LLC      Trade Debt             $118,395

Gambler Trucking Inc.         Trade Debt             $114,166

International Lift            Trade Debt             $114,117
Systems LLC

Western Company of Texas      Trade Debt             $108,102

Bravo Construction Inc.       Trade Debt             $107,750

Blowout Tools Inc             Trade Debt             $98,924

Cenizo Services Inc.          Trade Debt             $87,969

Topographic Land              Trade Debt             $83,004
Surveyors

Tank 1Services LLC            Trade Debt             $80,248

Pinson Well Logging Inc.      Trade Debt             $80,021


COSINE COMMUNICATIONS: Posts $151,000 Net Loss in June 30 Quarter
-----------------------------------------------------------------
CoSine Communications, Inc., posted a net loss of $151,000 for the
three months ended June 30, 2009, from a net income of 22,000 for
the same period a year ago.  CoSine posted a net loss of $305,000
for the six months ended June 30, 2009, from a net income of
$74,000 for the same period a year ago.

CoSine reported zero revenues.

CoSine had $22.8 million in total assets; $216,000 in total
liabilities, all current; and $22.6 million in stockholders'
equity as of June 30, 2009.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?410c

CoSine Communications, Inc.'s current business strategy is to
enhance stockholder value by pursuing opportunities to redeploy
its assets through an acquisition of one or more operating
businesses with existing or prospective taxable earnings that can
be offset by use of its net operating loss carry-forwards.  No
assurance can be given that CoSine will find suitable candidates,
and if it does, that it will be able to utilize its existing NOLs.

CoSine was a provider of carrier network equipment products and
services until the fourth quarter of fiscal year 2004 during which
time CoSine discontinued its product lines, took actions to lay
off most of its employees, terminated contract manufacturing
arrangements, contractor and consulting arrangements and various
facility leases, and sold, scrapped or wrote-off inventory,
property and equipment.  In July 2005, CoSine's board of directors
approved its strategy of redeploying existing resources to
identify and acquire new business operations.  In 2006, CoSine
sold the remaining assets of its carrier network products business
with the sale of its patent portfolio and the rights to the
related intellectual property.  During 2006, CoSine also completed
the wrap-up of its carrier services business, providing customer
support services for its discontinued products through December
31, 2006, at which time CoSine terminated all customer support
offerings.  Effective July 1, 2007, CoSine engaged SP Corporate
Services LLC to provide all of its executive, financial and
administrative support service, rent and personnel requirements
and, as a result, CoSine no longer has any employees.

As reported by the Troubled Company Reporter on May 1, 2009,
CoSine said its restructuring activities and new redeployment of
assets strategy raise substantial doubt as to its ability to
continue as a going concern.  Moreover, the report dated
February 17, 2009, of Burr, Pilger & Mayer LLP in Palo Alto,
California, the Company's independent registered public accounting
firm, on the Company's financial statements for the period ended
December 31, 2008, expressed doubt on the Company's ability to
continue as a going concern.


COTT CORPORATION: Moody's Reviews 'Caa1' Corp Rating for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed all the long term ratings of Cott
Corporation's, including its Caa1 Corporate Family Rating, on
review for possible upgrade.  The Speculative Grade Liquidity
rating was unaffected by the rating action and remains at SGL-3.

The review for possible upgrade follows Cott's substantially
improved operating results in the second quarter of 2009 as well
as its announcement on August 4, 2009, that it has entered into a
purchase agreement with a syndicate of underwriters to issue
common shares for gross proceeds of approximately $50 million.
Moody's expects Cott to use the proceeds from the equity offering
to pay down debt.

Moody's review will focus on Cott's capital structure post the
proposed recapitalization, future run-rate operating performance
and liquidity profile.

These ratings were placed under review for possible upgrade:

Cott Corporation:

  -- Corporate Family rating at Caa1
  -- Probability of Default Rating at Caa1

Cott Beverages, Inc.:

  -- $275 million ($269 million outstanding) 8% senior sub notes
     due 2011 at Caa2, (LGD 5, 74%) -LGD assessment is subject to
     change

  -- Speculative grade liquidity rating of SGL-3 remained
     unchanged

The last rating action occurred on March 25, 2009, when Cott's
speculative grade liquidity rating was upgraded to SGL-3 from SGL-
4.

Headquartered in Toronto, Ontario and Tampa, Florida, Cott
Corporation is one of the world's largest retailer-brand soft
drink suppliers with a leading position in take-home carbonated
soft drink markets in the US, Canada, and the UK.  Sales for the
trailing twelve month period were approximately $1.6 billion.


CRYOPORT INC: Permitted to Issue Notes as Part of Bridge Loan
-------------------------------------------------------------
CryoPort, Inc., on July 30, 2009, entered into a Consent, Waiver
and Agreement with Enable Growth Partners LP, Enable Opportunity
Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, and
BridgePointe Master Fund Ltd.  The Holders are the holders of one
or more of the Registrant's Original Issue Discount 8% Senior
Secured Convertible Debentures dated September 27, 2007 and
Original Issue Discount 8% Secured Convertible Debentures dated
May 30, 2008.

Pursuant to the terms of the Consent, Waiver and Agreement, the
Holders (i) consented to the Company's issuance of convertible
notes and warrants in connection with a bridge financing of up to
$1,500,000 which commenced in March 2009, and (ii) waived, as it
relates to the Bridge Financing, a covenant contained in the
Debentures not to incur any further indebtedness, except as
otherwise permitted by the Debentures.

In addition, in connection with the Consent, Wavier and Agreement,
the Company and the Holders confirmed that (i) the exercise price
of the warrants issued to the Holders in connection with their
purchase of the Debentures has been reduced, pursuant to the terms
of the warrants, to $0.51 as a result of the Bridge Financing, and
(ii) as a result of the decrease in the exercise price, pursuant
to the terms of the warrants, the number of shares underlying the
warrants held by the Holders of the Debentures has been
proportionally increased.

                        About Cryoport Inc.

Headquartered in Lake Forest, Calif., CryoPort Inc. (OTCBB: CYRX)
-- http://www.cryoport.com/-- develops proprietary, technology-
driven shipping and storage products for use in the rapidly
growing global biotechnology and biopharmaceutical cold chain.
The products developed by CryoPort are essential components of the
infrastructure required for the testing, research and end user
delivery of temperature-sensitive medicines and biomaterials in an
increasingly complex logistical environment.

As of March 31, 2009, the Company's current liabilities of
$4,747,012 exceeded current assets of $1,053,997 by $3,693,015.

Total assets decreased to $1,572,556 at March 31, 2009, from
$3,460,889 at March 31, 2008, mainly as a result of cash funds
used in operating activities and repayment of notes which were
offset by proceeds from the May 2008 Debenture and increases in
inventories and intangible assets .

                        Going Concern Doubt

KMJ Corbin & Company LLP raised substantial doubt about CryoPort,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the year ended March 31, 2009,
and 2008.  The auditor pointed to the company's recurring losses
and negative cash flows from operations since inception.


CRYOPORT INC: Taps Catherine Doll to Replace Dee Kelly as CFO
-------------------------------------------------------------
The Board of Directors of CryoPort, Inc., on July 29, 2009,
appointed Catherine Doll, a consultant, to the offices of Chief
Financial Officer, Treasurer and Assistant Corporate Secretary.
She will replace Dee Kelly, the Company's current Chief Financial
Officer and Vice President of Finance.  Ms. Kelly has tendered her
resignation from the Company effective August 20, 2009.

Ms. Doll's engagement will become effective on the same date.

Ms. Doll, 49, is the owner and chief executive officer of The
Gilson Group, LLC, which she founded in 2006.  The Gilson Group,
LLC provides financial and accounting consulting services to
public companies, including Sarbanes Oxley Section 404 compliance,
SEC and financial reporting, budgeting and forecasting and finance
and accounting systems implementations and conversions.  From 1996
to 2006, Ms. Doll was an associate with Resources Global
Professionals, where she provided management, financial and
accounting services for a variety of clients.  Ms. Doll received a
B.A. in Economics, with an emphasis in accounting, from the
University of California, Santa Barbara, in 1983.  She has over 25
years of accounting and financial reporting experience.

The Company has agreed to pay Ms. Doll $10,000 per month in
consideration for her services to the Company.  In addition, the
Company has agreed to issue warrants for the purchase of 20,000
shares of the Company's common stock.  The terms and exercise
price of the warrants will be determined on the date issuance of
the warrant is approved by the Board of Directors.

                        About Cryoport Inc.

Headquartered in Lake Forest, Calif., CryoPort Inc. (OTCBB: CYRX)
-- http://www.cryoport.com/-- develops proprietary, technology-
driven shipping and storage products for use in the rapidly
growing global biotechnology and biopharmaceutical cold chain.
The products developed by CryoPort are essential components of the
infrastructure required for the testing, research and end user
delivery of temperature-sensitive medicines and biomaterials in an
increasingly complex logistical environment.

As of March 31, 2009, the Company's current liabilities of
$4,747,012 exceeded current assets of $1,053,997 by $3,693,015.

Total assets decreased to $1,572,556 at March 31, 2009, from
$3,460,889 at March 31, 2008, mainly as a result of cash funds
used in operating activities and repayment of notes which were
offset by proceeds from the May 2008 Debenture and increases in
inventories and intangible assets .

                        Going Concern Doubt

KMJ Corbin & Company LLP raised substantial doubt about CryoPort,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the year ended March 31, 2009,
and 2008.  The auditor pointed to the Company's recurring losses
and negative cash flows from operations since inception.


CRYSTALLEX INT'L: Posts Net Loss of $6MM in Quarter Ended June 30
-----------------------------------------------------------------
Crystallex International Corporation posted a net loss of
$6,750,000 for three months ended June 30, 2009, compared with a
net loss of $9,995,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $11,958,000 compared with a net loss of $21,197,000 for the
same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $371,025,000, total liabilities of $113,867,000 and
stockholders' equity of $257,158,000.

The Company's management said that there is substantial doubt to
its ability to continue as a going concern.  As at June 30, 2009,
the Company has positive working capital of $5,439 including cash
and cash equivalents of $13,381.  The management estimates that
these funds will be sufficient to meet the Company's obligations
and budgeted expenditures into the fourth quarter of 2009, but may
not be sufficient to cover its obligations falling due in January
2010.

A full-text copy of the Company's Form 6-K is available for free
at http://ResearchArchives.com/t/s?40fd

Crystallex International Corporation is engaged in the development
of gold properties in Venezuela.


CYPRESSWOOD LAND: Court Blesses Insider's Purchase of Assets
------------------------------------------------------------
WestLw reports that the mere fact that the insider purchasing a
Chapter 11 debtor's assets under its liquidating plan, at a price
in excess of what the assets were worth and what any other
potential purchaser was willing to pay in what was demonstrably a
depressed real estate market, was speculating that the market
would turn around and that he would eventually be able to generate
a handsome profit as a result of his ownership of the assets did
not cause the plan to be unfair or inequitable to any creditors
impaired by the plan or to the other equity holders, whose
interests would be cancelled.  The other equity holders had an
opportunity to purchase the assets, but declined to do so.  In re
Cypresswood Land Partners, I, --- B.R. ----, 2009 WL 136021, 51
Bankr. Ct. Dec. 51 (Bankr. S.D. Tex.).

In his capacity as an alleged creditor and 50% equity partner,
Stephen A. Morrow filed an involuntary Chapter 11 petition against
Cypresswood Land Partners, I (Bankr. S.D. Tex. Case No. 07-32437)
on April 4, 2007.  On June 22, 2007, the Court entered an Order
for Relief.  Vincent P. Slusher, Esq., at Beirne Maynard &
Parsons, LLP, in Dallas, represented Mr. Morrow prior to entry of
the order for relief and the Cypresswood Land after entry of the
order for relief.  The Debtor's Schedules and Statements indicated
that the Debtor owned four tracts of land valued at $10.3 million.
Following an evidentiary hearing, the Honorable Jeff Bohm
concluded that the land, pledged as collateral two secure
repayment of $6.2 million in loans from two lenders, is worth
$6.0 million.


CUMULUS MEDIA: Reports $14 Million Net Income for June 30 Quarter
-----------------------------------------------------------------
Cumulus Media Inc. reported $14.0 million in net income for the
three months ended June 30, 2009, compared to $30.2 million net
income for the same period a year ago.  Cumulus Media reported
$10.7 million in net income for the six months ended June 30,
2009, compared to $26.0 million net income for the same period a
year ago.

Net revenues for the second quarter decreased from $83.6 million
to $66.0 million, a decrease of 21.1% versus the second quarter of
2008, primarily due to the impact the current economic recession
has had across the Company's entire station platform.  Cash
revenues for the second quarter decreased from $79.8 million to
$62.8 million, a decrease of 21.2% and barter revenue decreased
$0.7 million or 18.3% as the Company continues to deemphasize
barter transactions.

Net revenues for the six months ended June 30, 2009 decreased from
$156.5 million to $121.3 million, a decrease of 22.5% from the
same period in 2008, due to the impact the current economic
recession has had across the Company's entire station platform.
Cash revenues for the six months ended June 30, 2009, decreased
from $149.4 million to $115.9 million, a decrease of 22.5% and
barter revenues decreased 23.0% to $5.5 million from $7.1 million
as the Company continues to deemphasize barter transactions.

As of June 30, 2009, Cumulus Media had $504.4 million in total
assets and $740.7 million in total liabilities, resulting in
$236.3 million in stockholders' deficit.  As of March 31, 2009,
the Company had $523,554,000 in total assets and $775,363,000 in
total liabilities, resulting in $251,809,000 in stockholders'
deficit.

Cumulus Media said the current economic crisis has reduced demand
for advertising in general, including advertising on the Company's
radio stations.  In consideration of current and projected market
conditions, overall advertising is expected to continue to decline
at least through the remainder of 2009.  Therefore, in conjunction
with the development of the 2009 business plan, management
assessed the impact of recent market developments in a variety of
areas, including the Company's forecasted advertising revenues and
liquidity.  In response to the conditions, management refined the
2009 business plan to incorporate a reduction in forecasted 2009
revenues and cost reductions implemented in the fourth quarter
2008 and during the first six months of 2009 to mitigate the
impact of the Company's anticipated decline in 2009 revenue.

On June 29, 2009, the Company entered into an amendment to the
credit agreement governing its senior secured credit facility.
The Credit Agreement maintains the pre-existing term loan facility
of $750 million, which, as of June 30, 2009, had an outstanding
balance of roughly $647.9 million, and reduces the pre-existing
revolving credit facility from $100 million to $20 million.
Additional facilities are no longer permitted under the Credit
Agreement.

Management believes that the Company will continue to be in
compliance with all of its debt covenants through December 31,
2010, based upon actions the Company has already taken, which
include (i) the amendment to the Credit Agreement, the purpose of
which was to provide certain covenant relief through 2010, (ii)
employee reductions coupled with a mandatory one-week furlough
during the second quarter of 2009, (iii) a new sales initiative
implemented during the first quarter of 2009, the goal of which is
to increase advertising revenues by re-engineering the Company's
sales techniques through enhanced training of its sales force, and
(iv) continued scrutiny of all operating expenses.

The Company will continue to monitor its revenues and cost
structure closely and if revenues decline greater than the
forecasted decline from 2008 or if the Company exceeds planned
spending, the Company may take further actions as needed in an
attempt to maintain compliance with its debt covenants under the
Credit Agreement.  The actions may include the implementation of
additional operational synergies, renegotiation of major vendor
contracts, deferral of capital expenditures, and sale of non-
strategic assets.

Although the Company was able to obtain the amendment to the
Credit Agreement that provided relief with regard to certain
restrictive covenants, including the fixed charge coverage ratio
and total leverage ratio, there can be no assurance that the
Company will be able to obtain an additional waiver or amendment
to, or refinancing of, the Credit Agreement should additional
waivers, amendments or refinancings become necessary to remain in
compliance with its covenants in the future.  In the event the
Company does not maintain compliance with the applicable covenants
under the Credit Agreement, the lenders could declare an event of
default, subject to applicable notice and cure provisions.
Failure to comply with the financial covenants or other terms of
the Credit Agreement and failure to negotiate relief from the
Company's lenders could result in the acceleration of the maturity
of all outstanding debt.  Under these circumstances, the
acceleration of the Company's debt could have a material adverse
effect on its business.

If the Company were unable to repay its debts when due, the
lenders under the credit facilities could proceed against the
collateral granted to them to secure that indebtedness.  The
Company has pledged substantially all of its assets as collateral
under the Credit Agreement.  If the lenders accelerate the
maturity of outstanding debt, the Company may be forced to
liquidate certain assets to repay all or part of the senior
secured credit facilities, and the Company cannot be assured that
sufficient assets will remain after it has paid all of the its
debt.  The ability to liquidate assets is affected by the
regulatory restrictions associated with radio stations, including
FCC licensing, which may make the market for these assets less
liquid and increase the chances that these assets will be
liquidated at a significant loss.

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?411e

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. is the second
largest radio broadcaster in the United States based on station
count, and combined with its affiliate, CMP Media Partners, LLC,
the Company is the fourth largest radio broadcast company in the
United States based on net revenues, controlling approximately 350
radio stations in 68 U.S. media markets.

                           *     *     *

As reported by the Troubled Company Reporter on April 24, 2009,
Moody's Investors Service downgraded Cumulus Media's Corporate
Family rating to Caa1 from B3, its Probability of Default rating
to Caa2 from Caa1 and the rating on its $850 million credit
facility ($100 million revolver due 2012 and $750 million term
loan due 2014) to Caa1 from B3.  The rating outlook is negative.
The downgrade of the CFR to Caa1 largely reflects Moody's
expectation that recessionary market conditions will continue to
prevail within Cumulus' served markets over the near-to --
intermediate term, placing pressure on the company's top line and
compressing its free cash flow.


DANA CORP: Bank Debt Trades at 23% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dana Corporation
is a borrower traded in the secondary market at 77.08 cents-on-
the-dollar during the week ended Friday, Aug. 7, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.71 percentage
points from the previous week, The Journal relates.  The loan
matures on Jan. 31, 2015.  The Company pays 375 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Caa1 rating and Standard & Poor's B rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 7, among the 137
loans with five or more bids.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.  Dana has facilities in China in the Asia-
Pacific, Argentina in the Latin-American regions and Italy in
Europe.

Dana Corp. and its affiliates filed for Chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represented the Debtors.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners served as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represented the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP, served as counsel to the Official Committee of Equity
Security Holders.  Stahl Cowen Crowley, LLC, served as counsel to
the Official Committee of Non-Union Retirees.  The Debtors filed
their Joint Plan of Reorganization on Aug. 31, 2007.  Judge Burton
Lifland confirming the Plan, as thrice amended, on Dec. 26, 2007.
The Plan was declared effective Jan. 31, 2008.  Upon emergence,
the Company was renamed as Dana Holding Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to Caa2, raised the Probability of
Default Rating to Caa1, and adjusted the ratings of certain debt
instruments.  The company's Speculative Grade liquidity Rating of
SGL-3 was affirmed, and the company's rating outlook is negative.
The positioning of Dana's PDR at Caa1 reflects ongoing pressures
the company faces from the continued erosion in the global
automotive and commercial vehicle markets.  These conditions have
resulted in significant deterioration in the company's sales and
operating performance through the first quarter of 2009 and are
expected to continue to pressure the company's performance into
2010.  The pressures have also resulted in Moody's employing a 40%
family recovery rate in its Loss Given Default assessment for the
company, which drives the positioning of the CFR at Caa2 under the
Loss Given Default Methodology.


DELTEK INC: CEO Parker Designated as Principal Financial Officer
----------------------------------------------------------------
Kevin T. Parker, Deltek Inc.'s Chairman, President and Chief
Executive Officer, was designated as Deltek's principal financial
officer on August 4, 2009.

In addition, Michael L. Krone, Deltek's Senior Vice President,
Corporate Controller and Assistant Treasurer, was designated as
Deltek's principal accounting officer on August 4.

On July 29, 2009, Mark L. Wabschall resigned as Executive Vice
President, Chief Financial Officer and Treasurer of Deltek. Mr.
Wabschall's resignation was not related to Deltek's financial or
operating results or to any disagreements or concerns regarding
Deltek's financial or reporting practices.

Mr. Krone has served as Senior Vice President, Corporate
Controller and Assistant Treasurer since July 2009 and joined
Deltek as Vice President, Finance and Corporate Controller in
August 2008.  From August 2007 to July 2008, Mr. Krone, 40,
provided independent financial consulting services.  From June
2006 to August 2007, Mr. Krone served as Vice President of Finance
and Chief Accounting Officer at webMethods, Inc., a leading
provider of business integration and optimization software.  Prior
to joining webMethods, Mr. Krone served as Public Services
Industry Controller at BearingPoint, Inc., a global provider of
management and technology consulting services, from March 2004 to
June 2006. From 1998 to March 2004, Mr. Krone held various senior
financial positions with Enterworks, Inc., a provider of
enterprise information management solutions, including serving as
Chief Financial Officer and Treasurer from August 2001 to March
2004.

Mr. Krone received his B.S. in Accounting from Shepherd University
in 1992.

Mr. Krone's employment agreement has no set term, and employment
under it is at will. Mr. Krone's annual base salary is $275,000.
In addition, Mr. Krone is eligible to receive performance-based
bonuses, to be paid quarterly, based on the satisfaction of
agreed-upon targets.  The target annual bonus to be received by
Mr. Krone is $115,000. In addition, Mr. Krone will continue to be
entitled to participate in Deltek's standard benefit plans and
programs for employees.

If Mr. Krone's employment is terminated other than on the date of
or within 18 months following a change in control either by Deltek
without cause or by Mr. Krone for good reason, then Mr. Krone will
be entitled to his then current base salary as of the date of
termination for six months thereafter.  In addition, upon any
termination that entitles Mr. Krone to the severance benefits,
Deltek will also continue his coverage -- including any dependent
coverage in place as of his termination date -- under its medical
benefit plan for 12 months at his cost at the active-employee
premium rate.  If Mr. Krone's employment is terminated on the date
of or within 18 months following a change in control either by
Deltek or its successors without cause or by Mr. Krone for good
reason, then Mr. Krone will be entitled to his then current base
salary as of the termination date for 18 months thereafter, 150%
of his then current target annual bonus (based on his target
annual bonus in effect in the period in which he is terminated),
and coverage (including any dependent coverage in place as of his
termination date) under Deltek's medical benefit plan for 18
months at his cost at the active-employee premium rate.

Deltek has entered into a Separation Agreement and Release with
Mr. Wabschall pursuant to which Mr. Wabschall will provide, inter
alia, transitional consulting services to Deltek for a period of
three months.

                            About Deltek

Deltek Inc. (Nasdaq: PROJ) -- http://www.deltek.com/-- provides
enterprise applications software designed specifically for
project-focused businesses.  For more than two decades, the
Company's software applications have enabled organizations to
automate mission-critical business processes around the
engagement, execution and delivery of projects.  More than 12,000
customers worldwide rely on Deltek to measure business results,
optimize performance, streamline operations and win new business.

                           *     *     *

As reported by the Troubled Company Reporter on July 6, 2009,
Moody's Investors Service initiated ratings and assigned a
corporate family rating of B1 and senior secured rating of B1 to
Deltek.  The ratings outlook is stable.  The B1 corporate family
rating reflects Deltek's leadership position providing specialized
software to federal government contractors and architectural and
engineering firms, strong cash generating capabilities and
moderate leverage.  The ratings also reflect the company's
maturing debt profile, relatively modest size, and limited end
market diversity.


DELTEK INC: Posts $4.90 Million Net Income at June 30 Quarter
-------------------------------------------------------------
Deltek, Inc., reported lower net income of $4.90 million for the
three months ended June 30, 2009, from net income of $5.42 million
for the same period a year ago.  Deltek also posted lower net
income of $7.55 million for the six months ended June 30, 2009,
from net income of $9.44 million for the same period a year ago.

As of June 30, 2009, Deltek had $266.6 million in total assets and
$249.2 million in total liabilities, resulting in $17.4 million in
stockholders' equity.

Deltek had $191.4 million in total assets and $240.2 million in
total liabilities, resulting in $48.8 million in stockholders'
deficit as of March 31, 2009.

Total revenue for the second quarter was $69.4 million, an
increase of 12% from Q1.  Second quarter license revenue increased
40% from the first quarter to $15.8 million.  Maintenance and
support revenue in second quarter was $31.0 million, an increase
of 1% from the first quarter.  Consulting services revenue
decreased 4% from the first quarter to $19.2 million.  Other
revenues in the second quarter increased to $3.4 million from
$100,000 in the first quarter.

"We had a strong quarter and delivered financial results that
significantly exceeded expectations," said Kevin Parker, president
and CEO of Deltek.  "Our revenue and profitability were driven by
improved execution across multiple facets of our business, a
continuing focus on operational efficiency and cost reductions,
and our customers' increasing confidence in their future business
prospects."

"We remain focused on executing effectively and committed to
delivering a strong bottom line and healthy cash flows. Looking
forward, our sales pipeline continues to be strong and the
numerous new products we've launched this year are being well
received by our customers. Our strong competitive position
provides a solid foundation for growth when the economy eventually
recovers."

                    Second Quarter Highlights

     -- Deltek announced that its common stock rights offering was
        fully subscribed by its stockholders, including its
        largest stockholders, affiliates of New Mountain Capital.
        Upon completion of the rights offering, the Company issued
        20,000,000 new shares of common stock at a price of $3.00
        per share. Deltek used $3.1 million of the $58.2 million
        in net proceeds from the rights offering to repay
        indebtedness. Deltek ended Q2 with a cash balance of
        $113.5 million, compared to $43.0 million in Q1 2009. The
        $70.5 million increase in cash was driven by proceeds
        received from the Company's common stock rights offering
        and cash flow generated from operations.

     -- Deltek announced the release of Premier Analytics, a new
        business intelligence solution for GCS Premier customers.
        Premier Analytics delivers executive dashboards that
        empower executives to monitor, measure, and manage their
        businesses using real-time data from GCS Premier, Deltek's
        powerful project accounting solution for small-to-mid-size
        government contractors.  Deltek also announced the release
        of GovWin 6.0, the newest version of its industry-leading
        business development and capture solution for firms who
        want to do more business with the Federal Government.
        GovWin 6.0 contains numerous usability enhancements that
        improve collaboration and communication throughout the
        business development process.  The new release also offers
        unique Contract Data Management capabilities that enable
        companies to manage opportunities throughout the entire
        contract management lifecycle.

     -- Deltek announced the release of Cobra 5.0, the leading
        enterprise cost and earned value management (EVM) solution
        for government contractors and other project-based
        businesses.  As the industry's first EVM solution built on
        Microsoft's .NET framework and Smart Client architecture,
        Cobra 5.0 eases the burden on IT resources with one-click
        deployment, and it eliminates the need for Citrix
        resulting in lower TCO.  By delivering tight control over
        project costs, insight into mission-critical project data
        and the ability to easily calculate and report on earned
        value, Cobra 5.0 helps organizations better manage project
        and program performance.

     -- Deltek announced the release of Vision 6.0, the newest
        version of its industry-leading solution for professional
        services firms of all sizes.  Vision 6.0 enables customers
        to fully unlock, analyze, and act on the essential data
        elements within Vision through role-based dashboards and
        SQL reporting services.  In addition, Vision 6.0 offers
        capabilities to manage the global enterprise, including
        enhancements that simplify international accounting and
        tax transactions and foreign language support.  In
        conjunction with Vision 6.0, Deltek also announced the
        release of Deltek Project Connect and Vision Performance
        Management. Project Connect facilitates bi-directional
        integration between Vision Resource Planning and Microsoft
        Project to keep resources and schedules in synch. Vision
        Performance Management dashboards empower organizations to
        proactively manage performance and mitigate risk.

     -- Deltek held its annual Insight customer conference in
        Orlando, Florida. Insight 2009 featured approximately
        3,000 business leaders and partner attendees representing
        thousands of unique organizations.  The conference
        showcased major product announcements across all of
        Deltek's product lines, multiple channel and technology
        partners, and the winners of the Second Annual Deltek
        Project Excellence Awards, which recognize customers that
        achieve superior business performance through their use of
        Deltek products.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?4103

                           About Deltek

Deltek Inc. (Nasdaq: PROJ) -- http://www.deltek.com/-- provides
enterprise applications software designed specifically for
project-focused businesses.  For more than two decades, the
Company's software applications have enabled organizations to
automate mission-critical business processes around the
engagement, execution and delivery of projects.  More than 12,000
customers worldwide rely on Deltek to measure business results,
optimize performance, streamline operations and win new business.

                           *     *     *

As reported by the Troubled Company Reporter on July 6, 2009,
Moody's Investors Service initiated ratings and assigned a
corporate family rating of B1 and senior secured rating of B1 to
Deltek.  The ratings outlook is stable.  The B1 corporate family
rating reflects Deltek's leadership position providing specialized
software to federal government contractors and architectural and
engineering firms, strong cash generating capabilities and
moderate leverage.  The ratings also reflect the company's
maturing debt profile, relatively modest size, and limited end
market diversity.


DEX MEDIA: Bank Debt Trades at 24% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dex Media East,
LLC, is a borrower traded in the secondary market at 75.85 cents-
on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.50
percentage points from the previous week, The Journal relates.
The loan matures on Nov. 8, 2009.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating on the bank debt while Standard & Poor's has
assigned a default rating on the bank debt.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 7, among the 137
loans with five or more bids.

Dex Media East, LLC -- http://www.rhd.com/-- is a publisher of
the official yellow pages and white pages directories for Qwest
Communications International, Inc., in the states, where Qwest is
the primary incumbent local exchange carrier, such as Colorado,
Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South
Dakota.


DIRECTV GROUP: S&P Raises Corporate Credit Rating From 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
El Segundo, California-based satellite TV provider The DIRECTV
Group Inc., including the corporate credit rating to 'BBB-' from
'BB'.  The upgrade reflects the company's new and more moderate
financial policy, which indicates that leverage may rise within a
normalized bane from current low levels.

In addition, S&P raised the issue-level rating on subsidiary
DIRECTV Holdings LLC's unsecured debt to 'BBB-', the same level as
the corporate credit rating.  The issue-level rating on the
secured debt remains at 'BBB-'.  The outlook is stable.

"This action follows the company's announcement in its public
earnings release for the second quarter of 2009 that it is
embracing a more moderate financial policy," said Standard &
Poor's credit analyst Naveen Sarma.  Specifically, DIRECTV said
that it is targeting a leverage ratio of 2.5x debt-to-EBITDA.
This leverage target is a tightening from the 3.0x-3.5x range that
S&P believes the company was historically comfortable with.


DOLE FOOD: Fitch Affirms Issuer Default Rating at 'CCC'
-------------------------------------------------------
Fitch Ratings has removed its Negative Outlook from the ratings of
Dole Food Company, Inc. and its subsidiary Solvest Ltd.  The
ratings have been affirmed:

Dole Food Company, Inc. (Operating Company)

  -- Long-term Issuer Default Rating at 'CCC';
  -- Secured asset-based revolver at 'B+/RR1';
  -- Secured term loan B at 'B+/RR1';
  -- Third-lien secured notes at 'CCC/RR4';
  -- Senior unsecured debt at 'C/RR6'.

Solvest Ltd. (Bermuda-based Subsidiary)

  -- Long-term IDR at 'CCC';
  -- Secured term loan C at 'B+/RR1'.

These rating actions affect Dole's approximate $2.0 billion in
consolidated debt at June 20, 2009.

On August 4, 2009, Dole announced results for the fiscal second
quarter of 2009 and outlined plans to offer senior secured notes
during the third quarter of 2009.  Proceeds from the issuance,
together with cash and/or borrowings under its revolver, is
expected to be used to redeem the bulk of its $383 million 7.25%
notes due June 15, 2010.  The company repurchased a total of
$37 million of these notes during and subsequent to the most
recent quarter ended June 20, 2009.

The removal of the Negative Outlook is due to significant
improvement in Dole's operating performance over the past 18
months, which Fitch believes increases the probability that the
company will be able to issue secured notes at more favorable
rates than its March 2009 issuance.  On March 18, 2009, Dole
completed the sale of $350 million 13.875% third-lien senior
secured privately placed notes due March 15, 2014 at a discount of
$25 million.  The proceeds were used to repay, via a cash tender
offer, its $345 million 8 5/8% senior notes due May 1, 2009.
Should Dole successfully refinance its 2010 notes and operating
performance continues to improve, a one notch upgrade of Dole's
IDR, secured asset-based revolver and secured term loan B credit
ratings are likely.  Ratings and recovery prospects on the
company's unsecured notes, which totaled $738 million at June 20,
2009, however, would be further subordinated by the issuance of
additional secured debt.

Dole's leverage (defined as total debt-to-operating EBITDA) has
improved to 4.8x for the latest twelve months period ending
June 20, 2009, from a peak of 8.3x for the fiscal year ended
December 29, 2007.  The improvement has been driven by better cash
flow generation and debt reduction.  Dole's operating performance
and liquidity continues to benefit from stronger results in its
Fresh Fruit segment, reduced operating costs and continued asset
sales.  Dole is targeting $200 million in asset sales during 2009,
after receiving approximately $226 million in 2008.  The Fresh
Fruit division, which represented 71% of sales and 81% of
operating EBIT excluding corporate expenses in fiscal 2008,
continues to benefit from better worldwide banana pricing.

During the most recent LTM period Dole generated $418.5 million of
operating EBITDA (which excludes gains related to asset sales) and
$164.5 million of free cash flow (defined as cash flow from
operations less capital expenditures and dividends), after
generating negative free cash flow annually since 2005.  Operating
cash flow has benefited from significant improvements in working
capital and higher operating income.  Continued free cash flow
improvement would be positive for the ratings.

At June 20, 2009, Dole's liquidity included $107.9 million of cash
and $243.6 million available under its ABL revolver due April 12,
2011.  In addition to the first priority secured leverage ratio,
terms of the agreement subject Dole to a springing fixed charge
coverage ratio of 1.0x should availability under the revolver fall
below $35 million.  At June 20, 2009, the borrowing base for this
facility was $320 million.

Fitch expects to review existing ratings, assign a rating to any
newly issued notes and update its recovery analysis on Dole's debt
once the company proceeds with its planned refinancing.  The
current 'RR6' rating on Dole's senior unsecured debt indicates
average recovery prospects of less than 10% in a distressed
situation, while the 'RR4' rating on the company's third-lien
secured notes predicts recovery prospects of 31%-50%.  Fitch
continues to view Dole's priority bank debt as having outstanding
recovery prospects of 91%-100%, especially given considerable
improvement in the company's cash flow.


DOLLAR THRIFTY: Amends Note Indenture and Terms of L/C Facility
---------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., reports in a Form 10-Q
filing with the Securities and Exchange Commission that on
August 3, 2009, it made certain technical amendments to the
indenture supplements for all series of its asset backed notes in
order to add Chrysler Group and General Motors Company as eligible
vehicle manufacturers under the indenture supplements.  The
indenture supplements were further amended to cure any and all
conditions triggered as a result of the Chrysler bankruptcy that
would have constituted a "Manufacturer Event of Default" as
defined in the indenture supplements.

In conjunction with the approval of the amendments, the Company
also agreed to amend its Senior Secured Credit Facilities under
which letters of credit are issued as enhancement for the asset
backed notes.  Under the terms of the proposed amendment, letters
of credit to be issued as enhancement for future fleet financing
will be limited to a maximum of 7% of the initial face amount of
each series of asset backed notes issued, up to the existing sub-
limit under the facility of $100 million.  The amendment does not
apply to, nor have any impact on, the Company's existing notes and
enhancement letters of credit.  The Company expects to execute
this amendment to the Senior Secured Credit Facilities in August.

The 2005, 2006 and 2007 asset backed medium term notes facilities
are insured by Syncora Guarantee Inc., Ambac Assurance Corporation
and Financial Guaranty Insurance Company, respectively.

In February 2009, the Company amended its senior secured credit
facilities through June 15, 2013, their final maturity date.  As
part of the amendment, availability under the revolving credit
facility was reduced from $340 million at December 31, 2008, to
$231.3 million, with such amount restricted to the issuance of
letters of credit.  The Revolving Credit Facility also contains
sub-limits that limit the amount of capacity available for letters
of credit to be used as vehicle enhancement in both its Canadian
and U.S. operations.  In conjunction with the amendment, the
Company also repaid $20 million of the term loan, reducing the
outstanding amount to $158.1 million.

The amendment replaced the existing leverage ratio covenant with
an adjusted tangible net worth covenant and minimum cash
maintenance covenant.  The Company is now required to maintain a
minimum adjusted tangible net worth of $150 million and a minimum
of $100 million of unrestricted cash and cash equivalents.  Within
the $100 million of unrestricted cash and cash equivalents, the
Company must also maintain at least $60 million in separate
accounts with the Collateral Agent to secure payment of amounts
outstanding under the Term Loan and letters of credit issued under
the Revolving Credit Facility.

Additionally, the Company executed mortgages in favor of the banks
encumbering seven additional properties not previously encumbered
as well as certain vehicles not pledged as collateral under
another vehicle financing facility.  The Company incurred a 50
basis point increase in the interest rate on outstanding Term Loan
debt and outstanding letters of credit as a result of the
amendment and paid one-time amendment fees of 50 basis points
based on outstanding commitments or loans.  Concurrently with the
amendment of the Senior Secured Credit Facilities, the Company
made comparable amendments to two fleet financing agreements from
a vehicle manufacturer and various banks.  Amortization under the
vehicle manufacturer and bank lines of credit is required at the
earlier of the sale date of the vehicle financed under each
facility or the final maturity date of January 2010 and September
2009, respectively.

In April 2009, DTG Canada, the General Partner, amended its
partnership agreement with an unrelated bank's conduit, the
Limited Partner, which provides for vehicle financing in Canada.
This amendment reduces the committed funding from C$200 million to
C$165 million on the effective date of the amendment.  This
amendment further reduces the committed funding beginning in
October 2009 to C$150 million, beginning in December 2009 to
C$125 million and a final reduction in January 2010 to
C$100 million, which will remain in effect until the partnership
agreement expires on May 31, 2010.

In June 2009, the Company amended all series of its asset backed
medium term note program to provide the Company with flexibility
to manage its inventory by continuing to allow for re-designation
of vehicles from the Series 2005-1 Notes to the Series 2006-1 and
Series 2007-1 Notes given the scheduled maturity of the Series
2005-1 Notes.  In doing so, the Company agreed that it would limit
re-designation of vehicles from the Series 2005-1 Notes to no more
than $200 million in net book value in the aggregate during the
period from effectiveness of the amendment until the occurrence
(if any) of an Insurer Related Amortization Event with respect to
the Series 2005-1 Notes, and to no more than $30 million in net
book value per month after any occurrence of such event.

In relation to the amendments to the medium term note programs,
the Company amended its Senior Secured Credit Facilities, whereby
the Company may not increase the available amount of the letter of
credit issued as enhancement for the Company's Series 2005-1 Notes
at any time prior to the occurrence of an event of bankruptcy with
respect to a Monoline under the Series 2005-1 Notes if, at the
time, the aggregate undrawn amount of such letters of credit and
unpaid reimbursement obligations in respect thereof were greater
than $24.4 million or if the requested increase would cause the
Series 2005-1 Letter of Credit Amount to exceed that amount.

As reported by the Troubled Company Reporter on August 7, Dollar
Thrifty said net income for the second quarter ended June 30,
2009, was $12.4 million, or $0.55 per diluted share, compared with
net income of $10.8 million, or $0.49 per diluted share, for the
comparable 2008 quarter.  Non-GAAP net income for the 2009 second
quarter was $6.9 million, or $0.30 per diluted share, compared to
a non-GAAP net loss of $5.0 million, or $0.23 loss per diluted
share for the 2008 second quarter.  For the six months ended June
30, 2009, net income was $3.5 million, or $0.15 per diluted share,
compared to a net loss of $287.2 million, or $13.49 loss per
diluted share for the comparable period in 2008.  The non-GAAP
loss per diluted share for the six months ended June 30, 2009, was
$0.23, compared to a non-GAAP loss per diluted share of $1.00 for
the same period in 2008.

As of June 30, 2009, the Company had $2.58 billion in total assets
and $2.35 billion in total liabilities.

              Outlook for 2009 and Management's Plans

The Company expects the overall environment in the rental car
industry to remain challenging in the second half of 2009, as
economic conditions negatively impact consumer confidence and
travel demand. Based on the Company's expected fleet size and
projected industry-wide rental day demand, the Company narrowed
its prior revenue guidance.  The Company now expects rental
revenues to decline 8% to 10% for the full year of 2009 compared
to 2008.  Falling rental days are expected to be somewhat
mitigated by an increase in rate per day.  For the remainder of
2009, the used vehicle market is expected to show year over year
improvement.

Going forward, according to DTAG, the Company anticipates that
Chrysler will continue to be an important supplier of vehicles,
but the number of vehicles supplied by Chrysler will depend on
DTAG's fleet requirements, the availability of vehicles, and other
factors.  While there is still some uncertainty as to the timing
of a full-scale production restart by Chrysler Group, the Company
believes that its purchasing relationships with other suppliers,
including Ford Motor Company, will allow it to continue to source
vehicles in the ordinary course of business to meet its operating
needs.

Fleet capacity for the rental car industry is expected to be in
line with consumer demand in 2009.  Year over year rental pricing
trends have continued to improve in 2009, but have been offset by
a decline in rental days.  Additionally, the Company should
continue to benefit from savings resulting from previously
implemented cost reduction initiatives.

The Company expects its fleet cost to begin to align with industry
averages sometime in 2010 after being significantly higher for the
past few years.  Although the Company has experienced declines in
depreciation on a per vehicle basis in the past two quarters, the
Company expects vehicle depreciation in the third quarter of 2009
to be higher than last year's third quarter due to the settlement
of certain manufacturer incentives during the third quarter of
2008 that lowered per vehicle depreciation expenses.

The Company's focus for 2009 is on maximizing revenue per
transaction, reducing expenses, de-leveraging and diversifying
fleet investment, all in order to properly position the Company
for an expected economic recovery in 2010.

                  Liquidity and Capital Resources

The Company's primary uses of liquidity are for the purchase of
vehicles for its rental and leasing fleets, non-vehicle capital
expenditures and for working capital.  The Company uses both cash
and letters of credit to support asset backed vehicle financing
programs.  The Company also uses letters of credit or insurance
bonds to secure certain commitments related to airport concession
agreements, insurance programs and for other purposes.

The Company's primary sources of liquidity are cash generated from
operations, secured vehicle financing, the Senior Secured Credit
Facilities and insurance bonds.  Cash generated by operating
activities of $394.4 million for the six months ended June 30,
2009 was primarily the result of net income, adjusted for
depreciation, and increased collections of outstanding receivables
from vehicle manufacturers.  The liquidity necessary for
purchasing vehicles is primarily obtained from secured vehicle
financing, sales proceeds from disposal of used vehicles and cash
generated by operating activities.  The asset backed medium term
notes require varying levels of credit enhancement or
overcollateralization, which are provided by a combination of
cash, vehicles and letters of credit.  The letters of credit are
provided under the Company's Revolving Credit Facility.

The Company believes that its cash generated from operations, cash
balances and secured vehicle financing programs are adequate to
meet its liquidity requirements during 2009.  The Company has no
further maturities of asset backed medium term notes until 2010.
Historically, the Company had issued additional asset backed
medium term notes each year to increase or replace maturing
vehicle financing capacity; however, during 2008, there were
significant disruptions in the financial markets that affected the
Company's access to funding.  The Company expects to use
restricted cash and vehicle disposal proceeds to repay the Series
2005-1 Notes that begin maturing in January 2010.  The Company
believes its access to cost-effective financing may continue to be
limited in 2009.

A full-text copy of the Company's filing is available at no charge
at http://ResearchArchives.com/t/s?411f

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is a Fortune
1000 company headquartered in Tulsa, Oklahoma.  The Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in more than 70 countries.  Dollar and Thrifty
have more than 700 corporate and franchised locations in the
United States and Canada, operating in virtually all of the top
U.S. and Canadian airport markets.  The Company's roughly 6,800
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

                          *     *     *

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  All ratings were
removed from CreditWatch, where they were initially placed with
negative implications on February 12, 2008, and subsequently
lowered three times and maintained on CreditWatch.  The outlook is
now negative.


DOT VN: April 30 Balance Sheet Upside-Down by $9.4 Million
----------------------------------------------------------
Dot VN, Inc.'s balance sheet at April 30, 2009, showed total
assets of $2,280,709 and total liabilities of $11,732,186,
resulting in a stockholders' deficit of $9,451,477.

The Company posted a net loss of $5,472,730 for the year ended
April 30, 2009, compared with a net loss of $13,622,311 for the
same period in 2008.

At April 30, 2009, the Company had a cash balance of $144,842
compared to $480,350 at April 30, 2008, a decrease of $335,508.
At April 30, 2009, its working capital deficit was $11,246,046 as
compared to $8,251,260 at April 30, 2008.  The Company's current
assets, other than cash, consist primarily of $103,833 in accounts
receivable, $7,632 in prepaid land lease, $9,147 in VAT
receivable, and $26,873 in other prepaid expenses.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4116

Dot VN, Inc. (OTC: DTVI.PK) -- http://www.dotvn.com-- offers
Internet services and related online business e-commerce services
in Vietnam and internationally.

                        Going Concern Doubt

Chang G. Park, CPA, from San Diego, California, expressed on
July 24, 2009, substantial doubt about Dot VN Inc.'s ability to
continue as a going concern after auditing the company's financial
results for the years ended April 30, 2009 and 2008.  The auditing
firm reported that the company experienced losses from operations.


E*TRADE FIN'L: Says Financial Health Not Dependent on TARP Funding
------------------------------------------------------------------
E*TRADE Financial Corporation said that given the success of its
capital raising efforts to date, it believes its financial health
is not dependent upon receiving funding from the government's
Troubled Asset Relief Program Capital Purchase Program.

During the fourth quarter of 2008, E*TRADE applied to the U.S.
Treasury for funding under the TARP Program.  In its quarterly
report on Form 10-Q for the period ended June 30, 2009, filed with
the Securities and Exchange Commission, E*TRADE said it continues
to view TARP funding as a possible component of its capital
planning program.  E*TRADE cannot predict when or if its
application will be acted upon.

During the second quarter of 2009, E*TRADE's primary banking
regulator, the Office of Thrift Supervision, advised the Company
to raise additional equity capital for E*TRADE Bank and to
substantially reduce corporate debt service burden.  In response,
E*TRADE implemented a plan to strengthen capital structure by
raising cash equity primarily to support E*TRADE Bank and also to
enhance liquidity.  As part of this plan, E*TRADE raised
$586 million in net proceeds from two separate stock offerings.
The Equity Drawdown Program in May 2009 resulted in net proceeds
of $63 million and issuance of 41 million shares of common stock.
The Public Equity Offering in June 2009 resulted in net proceeds
of $523 million and issuance of 500 million shares of common
stock.  In total, the parent company contributed $500 million of
cash equity to E*TRADE Bank during the second quarter of 2009.

Also as part of its capital plan, E*TRADE launched an offer to
exchange $1.7 billion aggregate principal amount of its corporate
debt, which includes up to $1.3 billion principal amount of its 12
1/2% Notes and all $435.5 million principal amount of its 8%
Notes, for an equal principal amount of newly issued non-interest
bearing convertible debentures.

In connection with E*TRADE's pending debt exchange offer, holders
of $1.3 billion principal amount of 12-1/2% Notes and almost all
of the 8% Notes have tendered notes in exchange for convertible
debentures.  The pending debt exchange offer is subject to
shareholder and regulatory approval, which E*TRADE expects to
occur.

Management believes that E*TRADE's common stock offerings combined
with the expected completion of the pending debt exchange offer,
will substantially improve the regulatory capital levels at
E*TRADE Bank as well as significantly enhance parent company
liquidity, especially through the end of 2011.  As a result,
E*TRADE believes it will be in a position to take advantage of
favorable market conditions with regard to any additional capital
planning actions, such as further debt-for-equity exchanges,
additional cash capital raising activities or sales of any non-
core assets.

Pursuant to the Form 10-Q filing, the Company has the option to
make interest payments on its 12-1/2% springing lien notes due
2017 in the form of either cash or additional springing lien notes
through May 2010.  During the second quarter of 2008, E*TRADE
elected to make its first interest payment of roughly $121 million
in cash.  During the fourth quarter of 2008 and second quarter of
2009, E*TRADE elected to make its second and third interest
payments of $121 million and $129 million, respectively, in the
form of additional springing lien notes.

E*TRADE said it will determine whether to make its next two
interest payments, in the form of cash or additional springing
lien notes based on the facts and circumstances at that time.  The
November 2010 payment is the first interest payment E*TRADE is
required to pay in cash.  If the pending debt exchange offer
receives shareholder and regulatory approval, E*TRADE said its
annual cash interest payments will be reduced by roughly
$200 million through 2011.

E*TRADE maintains $325.0 million in uncommitted financing to meet
margin lending needs.  At June 30, 2009, there were no outstanding
balances and the full $325.0 million was available.

E*TRADE relies on borrowed funds, such as Federal Home Loan Bank
advances and securities sold under agreements to repurchase, to
provide liquidity for the Bank.  E*TRADE's ability to borrow the
funds is dependent upon the continued availability of funding in
the wholesale borrowings market.  At June 30, 2009, the Bank had
roughly $6.7 billion in additional collateralized borrowing
capacity with the FHLB.

The Company posted a net loss of $143.2 million for the three
months ended June 30, 2009, from a net loss of $94.5 million for
the same period a year ago.  The Company posted a net loss of
$375.9 million for the six months ended June 30, 2009, from a net
loss of $185.7 million for the same period a year ago.

As of June 30, 2009, the Company had $47.9 billion in total assets
and $44.9 in total liabilities.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?4120

                      About E*TRADE FINANCIAL

The E*TRADE FINANCIAL family of companies provides financial
services including trading, investing and related banking products
and services to retail investors.  Securities products and
services are offered by E*TRADE Securities LLC (Member
FINRA/SIPC).  Bank products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                          *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


ENDOR INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Endor, Inc.
        1124 W. Old Monee Rd.
        Crete, IL 60417

Bankruptcy Case No.: 09-28781

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  Email: sclar@craneheyman.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/ilnb09-28781.pdf

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


ENTRAVISION COMMUNICATIONS: Moody's Cuts Corporate Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service downgraded Entravision Communications
Corporation's Corporate Family Rating to B1 from Ba3, Probability
of Default Rating to B2 from B1, and the senior secured credit
facility rating to B1 from Ba3.  The downgrades reflect Moody's
expectation that the advertising slowdown will continue to
pressure Entravision's EBITDA over the next 12 months despite the
company's cost reduction efforts and incremental retransmission
revenue.  Moody's anticipates Entravision will maintain debt-to-
EBITDA leverage (approximately 6.5x LTM 6/30/09 incorporating
Moody's standard adjustment) at an elevated level and limited
cushion under its financial maintenance covenants.  Moody's views
the leverage and thin covenant cushion as being more in line with
the revised B1 CFR.  Loss given default assessments and point
estimates were updated to reflect recent debt pay downs.  The
rating outlook is stable.

Downgrades:

Issuer: Entravision Communications Corporation

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Senior Secured Bank Credit Facility, Downgraded to B1, LGD3 -
     31% from Ba3, LGD3 - 32%

Outlook Actions:

Issuer: Entravision Communications Corporation

  -- Outlook, Changed To Stable From Negative

Entravision is undergoing a significant retrenchment in its
revenue due to the advertising downturn.  The company has good
long-term growth prospects driven by its focus on Spanish-language
television and radio broadcasting, and will benefit from Hispanic
population growth above that of the overall U.S. population and
access to Univision's programming through an affiliation agreement
that expires in 2021.  Moody's nevertheless anticipates that local
advertising market conditions will remain soft over the next year.
Moody's believes Entravision's cushion to absorb continued
advertising weakness is limited by its thin covenant cushion
(factoring in step downs in the leverage covenant through March
2011) and an effective constraint on revolver borrowings in excess
of $5 million, which would trigger a one turn tightening of the
leverage covenant.

The stable rating outlook reflects Moody's projection that
Entravision will likely remain in compliance with its financial
covenants over the next 12-18 months aided by incremental World
Cup and political revenue in 2010 and cost reductions.  Moody's
also expects Entravision to generate modestly positive free cash
flow and the company benefits from the absence of any material
required debt repayments until its term loan matures in 2013.

Moody's last rating action was on November 4, 2008, when Moody's
affirmed Entravision's Ba3 CFR and B1 PDR and changed the rating
outlook to negative from stable.

Entravision, headquartered in Santa Monica, CA, is a diversified
Spanish-language media company with television and radio
operations.  Entravision owns and/or operates 51 primary
television stations and is the largest affiliate group of both the
Univision television network and Univision's TeleFutura network.
The company also owns and operates a group of primarily Spanish
language radio stations, consisting of 48 owned and operated
stations in 19 U.S. markets.  Entravision's LTM 6/30/09 revenue of
$204 million was split approximately 64% television and 36% radio.


EURAMAX INTERNATIONAL: Moody's Assigns 'Caa1' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 corporate family rating,
and a Caa1 senior secured rating to Euramax International, Inc.
The rating outlook is stable.  The rating action was prompted by
the company's recent out-of-court restructuring transaction which
eliminated a second lien term loan and PIK notes from the capital
structure and added approximately $513 million of new secured term
loan debt due 2013.  Euramax's outstanding debt was reduced by
approximately $380 million at the time of the transaction.  About
$252 million of the new term loan consists of a pay-in-kind
feature, providing additional financial flexibility during this
economic downturn.

The Caa1 ratings reflect Moody's belief that the company's high
leverage, over 10x EBITDA on a pro forma basis, may not be
sustainable over the intermediate term, raising the potential for
another default.  Moody's believes covenant compliance may be
tight when the term loan covenants first become effective in June
2010.  Over the next 12 months, Moody's expects the company's
operating performance to remain weak, primarily due to a slow
recovery of the global economy and the depressed state of the
residential/commercial building and recreational vehicle end
markets.  The ratings also consider the limited ability to reduce
debt, vulnerability to cyclical end-use markets, and significant
customer concentration risks with retail home centers.

However, the stable outlook reflects the company's adequate
liquidity position in the near term.  Euramax has a $70 million
ABL revolving credit facility that matures June 2012.  Currently,
aggregate outstanding amounts are roughly $7 million, with
availability of approximately $50 million after considering the
most recent borrowing base calculation.  The company has
approximately $45 million of cash on the balance sheet with no
near term maturities.  The initial freedom from financial
covenants, along with the PIK interest on approximately half the
term loan debt, provides time for Euramax's end markets to
possibly recover.  For the ABL facility, the company must maintain
a fixed charge ratio of 1.25 to 1 if availability falls under
$20 million.  Nonetheless, Moody's believes the company's
operating performance will continue to be challenged by a slower
global economy and depressed demand.

Ratings Assigned:

Issuer: Euramax International, Inc.

  -- Corporate Family Rating, Caa1
  -- Probability of Default Rating, Caa1
  -- First Lien Sr.  Secured Term Loan, Caa1 (LGD4, 58%)
  -- Outlook, Stable

Moody's last rating action was on July 14, 2009, when Euramax's
probability of default rating was lowered to D from Ca.

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products.


EVERGREEN TRANSPORTATION: Files for Chapter 11 Bankruptcy
---------------------------------------------------------
Evergreen Transportation, Inc., has filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
Southern District of Alabama.

Connie Baggett at Press-Register reports that Evergreen
Transportation spokesperson Kathy Till said that the Company has
no plans to eliminate its 350 drivers and 125 office workers.
Evergreen Transportation said in a statement that the
reorganization won't affect day-to-day operations, and will give
the Company a $5 million credit approval from General Electric
Credit Corp. to fund operations and fulfill obligations to
workers, clients, and vendors.

Former owner and founder Walter Poole will be returning to
Evergreen Transportation as adviser, along with former company
president David Wildberger, who will return to the same post,
Press-Register states, citing Mr. Till.  Evergreen Transportation
said in a statement that it is negotiating with an investment
group led by Mr. Poole.

Citing employees, Press-Register relates that Evergreen
Transportation has streamlined operations in recent months, with
many workers laid off in preparation for the bankruptcy filing.

Silver, Voit and Thompson P.C. assists Evergreen Transportation in
its restructuring efforts.  Press-Register relates that Evergreen
Transportation has hired Carriage Hill Partners Ltd. as financial
adviser.

Evergreen, Alabama-based Evergreen Transportation, Inc., operates
a freight and logistics business.  The Company listed $10,000,001
to $50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


EXMOVERE HOLDINGS: Posts $136,000 Net Loss in Qrtr. Ended June 30
-----------------------------------------------------------------
Exmovere Holdings, Inc., fka Clopton House Corporation, posted a
net loss of $136,651 for three months ended June 30, 2009,
compared with a net loss of $215 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $190,943 compared with a net loss of $334 for the same period
in 2008.

June 30, 2009, the Company's balance sheet showed total assets of
$22,521,325, total liabilities of $109 and stockholders' equity of
$22,521,216.

The Company stated that as of June 30, 2009, the Company had
$16,825 in cash.

The Company added that that it will need additional funding to
satisfy its cash requirements for the next twelve months.
Completion of its plan of operations is subject to attaining
adequate revenue or financing.  The Company cannot assure
investors that it will generate the revenues needed or that
additional financing will be available. In the absence of
attaining adequate revenue or additional financing, it may be
unable to proceed with its plan of operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4126

On April 14, 2009, PS Stephenson & Co., PC, in Wharton, Texas,
raised substantial doubt about Exmovere Holdings, Inc.'s ability
to continue as a going concern after auditing the Company's
financial statements for the years ended December 31, 2008, and
2007.  The auditor noted that the Company has no operations,
significant assets or cash flows since inception.

Exmovere Holdings, Inc., fka Clopton House Corporation, acquires,
develops and markets biosensor and emotion detection technologies
and integrates existing, profitable businesses, with a focus on
healthcare, security, and transportation.  The Company's core
assets are related to biosensor wristwatches, biosensor
turnstiles, emotion detection algorithms and related technologies,
originally developed by David Bychkov, Exmovere LLC, Exmocare LLC,
Exmogate LLC, and BT2 International.


FANNIE MAE: Posts $14.8BB Q2 Net Loss; FHFA Seeks More Govt Money
-----------------------------------------------------------------
Fannie Mae reported a net loss of $14.8 billion, or ($2.67) per
diluted share, in the second quarter of 2009, compared with a net
loss of $23.2 billion, or ($4.09) per diluted share, in the first
quarter of 2009.  Second-quarter results were driven primarily by
$18.8 billion of credit-related expenses, reflecting the ongoing
impact of adverse conditions in the housing market, as well as the
economic recession and rising unemployment.  Credit-related
expenses were partially offset by fair value gains.  The company
also reported a substantial decrease in impairment losses on
investment securities, which was due in part to the adoption of
new accounting guidance.

The Company recorded a net loss attributable to Fannie Mae of
$37.9 billion and a diluted loss per share of $6.76 for the first
six months of 2009, driven primarily by credit-related expenses of
$39.7 billion and other-than-temporary impairment of $6.4 billion
that more than offset our net revenues of $10.8 billion.  In
comparison, it recorded a net loss attributable to Fannie Mae of
$4.5 billion and a diluted loss per share of $5.11 for the first
six months of 2008, driven primarily by $8.6 billion in credit-
related expenses and $3.9 billion in fair value losses that more
than offset net revenues of $7.7 billion.

The $33.4 billion increase in Fannie Mae's net loss for the first
six months of 2009 from the first six months of 2008 was driven
principally by a $31.1 billion increase in credit-related
expenses, coupled with a $5.8 billion increase in other-than-
temporary impairment, that more than offset a $3.2 billion
increase in net interest income and a $3.2 billion decrease in
fair value losses.

As of June 30, 2009, Fannie Mae had $911.3 billion in total
assets and $921.8 billion in total liabilities, resulting in
$10.7 billion of Fannie Mae stockholders' deficit.  As of June 30,
2009, Fannie Mae also had $108 million in non-controlling
interest, resulting in $10.6 billion in total deficit.

"Taking into account unrealized gains on available-for-sale
securities during the second quarter and an adjustment to our
deferred tax assets due to the new accounting guidance, the loss
resulted in a net worth deficit of $10.6 billion as of June 30,
2009," the Company said in a news statement.

The Director of the Federal Housing Finance Agency -- which has
been acting as Fannie Mae's conservator since September 6, 2008 --
submitted on August 6, 2009, a request for $10.7 billion from the
U.S. Department of the Treasury on Fannie Mae's behalf under the
terms of the senior preferred stock purchase agreement between
Fannie Mae and the Treasury to eliminate Fannie Mae's net worth
deficit.  FHFA has requested that Treasury provide the funds on or
prior to September 30, 2009.

Fannie Mae is continuing its efforts to support the housing market
by working with lenders, loan servicers and the government to help
homeowners avoid foreclosure and provide liquidity to the mortgage
market.  Fannie Mae has focused foreclosure-prevention efforts on
the implementation of the Making Home Affordable Program, which is
designed to significantly expand the number of borrowers who can
refinance or modify their mortgages.

A full-text copy of Fannie Mae's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4122

On August 6, 2009, Fannie Mae posted to its Web site a 2009 Second
Quarter Credit Supplement presentation consisting primarily of
information about Fannie Mae's mortgage credit book of business. A
full-text copy of the presentation is available at no charge at:

                http://ResearchArchives.com/t/s?4123


FINLAY ENTERPRISES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Finlay Enterprises, Inc.
        529 Fifth Avenue
        New York, NY 10017

Case No.: 09-14873

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Finlay Fine Jewelry Corporation                    09-14874
Finlay Jewelry, Inc.                               09-14875
eFinlay, Inc.                                      09-14876
Finlay Merchandising & Buying LLC                  09-14877
Carlyle & Co. Jewelers LLC                         09-14878
Park Promenade, LLC                                09-14879
L. Congress, Inc.                                  09-14880

Type of Business: The Debtor operates a jewelry retailing
business.

Chapter 11 Petition Date: August 5, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Shai Waisman, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 5th Avenue
                  New York, NY 10153
                  Tel: (212) 310-8274
                  Fax: (212) 310-8007
                  Email: shai.waisman@weil.com

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

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

The petition was signed by Shai Y. Waisman.

A. Finlay Enterprises' List of 30 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
US Bank, NA                    Senior notes           $40,582

Vaishali Diamond Corp.         trade debt             $2,716,596
                                                      (partially
                                                       secured)

Royal Jewelry Mfg Inc.         trade debt             $2,008,333
                                                      (partially
                                                       secured)


Richline Group                 trade debt             $1,807,351
                                                      (partially
                                                       secured)

B H Multi Com Corp.            trade debt             $1,255,784
                                                      (partially
                                                       secured)

Le Vian Corp.                  trade debt             $1,203,310
                                                      (partially
                                                       secured)

Citizen Watch Co of America    trade debt             $1,098,068
                                                      (partially
                                                       secured)

Weindling International        trade debt             $755,992
Corp LLC                                              (partially
                                                       secured)

Bulova Corp.                   trade debt              $728,204
                                                      (partially
                                                       secured)

MJJ Inc.                       trade debt              $690,998
                                                      (partially
                                                       secured)

Cybel Trading Corp.            trade debt             $604,443
                                                      (partially
                                                       secured)

Diamond Source Industries      trade debt             $578,497
Inc                                                   (partially
                                                       secured)

Uni-Creation Inc.              trade debt             $475,808
                                                      (partially
                                                       secured)

Tacori Inc.                    trade debt             $474,672
                                                      (partially
                                                       secured)

Julius Klein Diamonds Inc      trade debt             $442,516
                                                      (partially
                                                       secured)

Assurant Solutions, Inc.       trade debt             $423,777
                                                      (partially
                                                       secured)

M. Schamroth & Sons            trade debt             $407,540
                                                      (partially
                                                       secured)

Oro Alexander Inc.             trade debt             $360,226
                                                      (partially
                                                       secured)

Seiko Corp. of America         trade debt             $322,812
                                                      (partially
                                                       secured)

Colibri Group Inc              trade debt             $318,386
                                                      (partially
                                                       secured)

China Pearl Import             trade debt             $312,898
C P Center                                            (partially
                                                       secured)

Lakeview Construction Inc      trade debt             $311,954
                                                      (partially
                                                       secured)

Diamonair USA Inc              trade debt             $287,998
                                                      (partially
                                                       secured)

Movado Group Inc.              trade debt             $283,723
                                                      (partially
                                                       secured)

EMA Jewelry Corp               trade debt             $242,724
                                                      (partially
                                                       secured)

K & F Inc.                     trade debt             $220,687
                                                      (partially
                                                       secured)

Color Craft                    trade debt             $207,879
                                                      (partially
                                                       secured)

Yurman Design Inc              trade debt             $203,794
                                                      (partially
                                                       secured)

NEI Group                      trade debt             $183,802
                                                      (partially
                                                       secured)

Dasan Inc                      trade debt             $180,909
                                                      (partially
                                                       secured)


FINLAY ENTERPRISES: S&P Cuts FFJ's 2nd & 3rd Lien Debts to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
unsolicited issue-level ratings on New York City-based Finlay Fine
Jewelry Corp.'s second- and third-lien debt to 'D' from 'C'.

"The recovery rating for the second- and third-lien debt remains a
'6', indicating S&P's expectations of negligible (0%-10%) recovery
in the event of a payment default," said Standard & Poor's credit
analyst David M. Kuntz.  The corporate Credit rating on Finlay
Fine Jewelry remains at 'D'.

Finlay Enterprises Inc. and Finlay Fine Jewelry, its wholly owned
subsidiary, filed voluntary petition for relief under chapter 11
of title 11 of the U.S. bankruptcy code on August 5, 2009.  The
company will continue to operating its business as a "debtor-in-
possession" under the jurisdiction of the court and in accordance
with the applicable provisions of the bankruptcy code and the
orders of the bankruptcy court.  On the same date, the company
hired Gordon Brothers Retail Partners to conduct store closing or
similar sales of merchandise located at all of Finlay's retail
store locations and two distribution centers.


FIRST STATE BANK, SARASOTA: Stearns Bank Assumes Deposits
---------------------------------------------------------
First State Bank, Sarasota, Florida, was closed August 7 by the
Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Stearns Bank, National Association, St. Cloud,
Minnesota, to assume all of the deposits of First State Bank,
excluding those from brokers.

The nine branches of First State Bank will reopen today, Monday,
as branches of Stearns Bank, N.A.  Depositors of First State Bank
will automatically become depositors of Stearns Bank, N.A.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branches until Stearns Bank, N.A. can fully
integrate the deposit records of First State Bank.

As of May 31, 2009, First State Bank had total assets of
$463 million and total deposits of approximately $387 million.  In
addition to assuming all of the deposits of the failed bank,
Stearns Bank, N.A. agreed to purchase approximately $451 million
of assets.  The FDIC will retain the remaining assets for later
disposition.

Stearns Bank, N.A. will purchase all deposits, except about
$8 million in brokered deposits, held by First State Bank.  The
FDIC will pay the brokers directly for the amount of their funds.
Customers who placed money with brokers should contact them
directly for more information about the status of their deposits.

The FDIC and Stearns Bank, N.A. entered into a loss-share
transaction on approximately $364 million of First State Bank's
assets.  Stearns Bank, N.A. will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8124.  Interested parties can also
visit the FDIC's Web site at:

http://www.fdic.gov/bank/individual/failed/fsb-sarasota.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $116 million.  Stearns Bank, N.A.'s acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to alternatives.  First State Bank is the 70th FDIC-
insured institution to fail in the nation this year, and the fifth
in Florida.  The last FDIC-insured institution to be closed in the
state was Integrity Bank, Jupiter, on July 31, 2009.


FLYING J: Deadline to Challenge Lender Liens Moved to Sept. 15
--------------------------------------------------------------
Flying J Inc. and lender Bank of America have reached a
stipulation extending until September 15 the official committee of
unsecured creditors' deadline to commence an adversary proceeding
to challenge the lender's liens.  The Court has approved the
stipulation.

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

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

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

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


FORD MOTOR: Will Cut Suppliers by Almost 50% by Year-End
--------------------------------------------------------
Mayur Pahilajani at AHN News reports that Ford Motor Co. said that
it will let go almost 50% of its suppliers by the end of 2009.

According to AHN, Ford said that it would cut the number of
suppliers eligible for new sourcing to 850.  Ford said that it has
a long-term goal of 750 total global production suppliers, AHN
states.  About 1,683 of Ford's 2,198 global production suppliers
as of the end of 2008 were eligible for new sourcing.

Ford global powertrain purchasing executive director Burt Jordan
said in a statement, "The Ford purchasing organization is laying
the groundwork for a more financially viable supply base when
stability returns to the industry.  We understand the strengths
and weaknesses of our supply base better now than we ever have
before.  That knowledge gives us the ability to also turn the
crisis into an opportunity by accelerating our own consolidation
with the right suppliers going forward."

"In the last few months, there is enough data to suggest we've
improved customer consideration of the Ford brand because we are
in a different position from our competition," William Diem at
WardsAuto.com quoted Ford chief financial officer Lewis Booth as
saying.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.

The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring to
achieve the same UAW concessions that General Motors and Chrysler
are likely to achieve as a result of the recently-approved
government bailout loans.  Such a balance sheet restructuring
would likely entail a loss for bond holders and would be viewed by
Moody's as a distressed exchange and consequently treated as a
default for analytic purposes.


FORD MOTOR: Bank Debt Trades at 14% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 86.17 cents-on-the-
dollar during the week ended Friday, Aug. 7, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.20 percentage
points from the previous week, The Journal relates.  The loan
matures on Dec. 15, 2013.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ca rating and Standard & Poor's CCC+ rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 7, among the 137
loans with five or more bids.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.  The Company
has operations in Japan in the Asia Pacific region.  In Europe,
the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring to
achieve the same UAW concessions that General Motors and Chrysler
are likely to achieve as a result of the recently-approved
government bailout loans.  Such a balance sheet restructuring
would likely entail a loss for bond holders and would be viewed by
Moody's as a distressed exchange and consequently treated as a
default for analytic purposes.


FREDDIE MAC: Reports $768MM in Net Income for Qrtr. Ended June 30
-----------------------------------------------------------------
Freddie Mac reported net income of $768 million for the quarter
ended June 30, 2009, compared to a net loss of $9.9 billion for
the quarter ended March 31, 2009.  After the dividend payment of
$1.1 billion on its senior preferred stock to the U.S. Department
of the Treasury (Treasury), Freddie Mac reported a net loss per
diluted common share of $0.11 in the second quarter of 2009,
compared to a net loss per diluted common share of $3.14 in the
first quarter of 2009.

Freddie Mac had a positive net worth of $8.2 billion at June 30,
2009.  As a result, no additional funding was required from
Treasury under the terms of the Senior Preferred Stock Purchase
Agreement (Purchase Agreement) for the second quarter.

"We are pleased that our financial results allowed us to finish
the quarter with a positive net worth, meaning we will not need to
request any additional financial support from the government at
this time.  However, we recognize that our financial results for
the quarter include one-time accounting adjustments and mark-to-
market gains that are subject to change in future periods," said
Freddie Mac Interim Chief Executive Officer John Koskinen.  "While
we are seeing some early signs pointing to a housing recovery --
including a modest uptick in house prices in some markets -- our
outlook remains cautious due to rising foreclosures, growing
unemployment, tight lending standards and buyers' reluctance to
re-enter the market.

"Our role in the Obama Administration's recovery efforts has been
focused on helping to stem the foreclosure crisis.  In the first
half of the year, we were able to help more than 85,000 distressed
borrowers avoid foreclosure, and we helped an additional 1 million
homeowners lower their mortgage payments through refinancing.  The
Making Home Affordable program is ramping up and Freddie Mac
employees are dedicated to working with our borrowers to help them
understand their options and with our servicers to quickly
increase their infrastructure and capacity.

"On another positive note, we look forward to welcoming our new
CEO Ed Haldeman to Freddie Mac.  I'm confident that under Ed's
leadership we will continue to play a leading role in the recovery
of the housing market, while building a stronger foundation for
our future," Koskinen said.

GAAP Results

Second quarter 2009 results were driven primarily by $4.3 billion
in net interest income mainly due to lower funding costs, as well
as $4.2 billion in gains on the company's derivative portfolio and
guarantee asset, which were primarily driven by net mark-to-market
gains due to increases in long-term interest rates.  These results
were partially offset by credit-related expenses of $5.2 billion
related to the challenging economic conditions during the second
quarter.  Results were also impacted by net impairment of
available-for-sale (AFS) securities recognized in earnings of
$2.2 billion for the second quarter of 2009, reflecting the
April 1, 2009 adoption of FASB Staff Position No. FSP FAS 115-2
and FAS 124-2, "Recognition and Presentation of Other-Than-
Temporary Impairments" (FSP FAS 115-2 and FAS 124-2).

                                               Three Months Ended
                                       June 30,    March 31,     June 30,
     ($in millions)                       2009         2009       2008(1)
     --------------                    --------    ---------     --------
                                        $4,255       $3,859       $1,529
Net interest income

       Management and guarantee income     710          780          757

Other non-interest

        income (loss) (2)(3)             2,505       (3,868)        (701)
                                         -----      -------        -----
           Total revenues                7,470          771        1,585
                                         -----          ---        -----
       Administrative expenses            (383)        (372)        (404)
       Credit-related expenses          (5,208)      (9,097)      (2,802)
       Other non-interest expense       (1,296)      (2,090)        (228)
                                       -------      -------        -----
           Total expenses               (6,887)     (11,559)      (3,434)
                                       -------     --------      -------

Income (loss) before income
        tax benefit                        583      (10,788)      (1,849)
       Income tax benefit                  184          937        1,030
                                           ---          ---        -----
           Net income (loss)              $767      $(9,851)       $(819)

Less: Net (income) loss
attributable to noncontrolling
        interest                             1            -           (2)
                                           ---          ---          ---

Net income (loss)
            attributable to Freddie Mac   $768      $(9,851)       $(821)
                                          ====      =======        =====

Senior preferred stock
        dividends declared             $(1,149)       $(370)          $-
                                       =======        =====           ==

Total equity (deficit) / GAAP
        net worth (at period end)       $8,232      $(6,008)     $13,082
                                        ======      =======      =======

AOCI, net of taxes
       (at period end)                $(34,815)    $(28,303)    $(24,180)
                                      ========     ========     ========

(1) Certain amounts in prior periods have been reclassified to
    conform to the current presentation.

(2) Includes $1.8 billion of gains (losses) on guarantee asset and
    $2.4 billion of derivative gains (losses) for the second
    quarter of 2009.

(3) Includes $(1.4) billion of total gains (losses) on investments
    for the second quarter of 2009, of which $(2.2) billion was
    related to net impairment of available-for-sale securities
    recognized in earnings.

Net interest income for the second quarter of 2009 was
$4.3 billion, compared to $3.9 billion for the first quarter of
2009, driven by lower short-term and long-term funding costs,
partially offset by a decrease of $0.5 billion in accretion income
associated with other-than-temporary impairments on AFS securities
reflecting the adoption of FSP FAS 115-2 and FAS 124-2.

Management and guarantee income for the second quarter of 2009 was
$710 million, compared to $780 million for the first quarter of
2009.  This decrease reflects reduced amortization income related
to certain pre-2003 deferred fees due to the increase in
forecasted interest rates resulting in a decrease in projected
prepayments.

Other non-interest income (loss) for the second quarter of 2009
was income of $2.5 billion, compared to a loss of $3.9 billion for
the first quarter of 2009.  The increase was primarily
attributable to a significant decrease in net impairments of AFS
securities recognized in earnings in the second quarter as the
company's prospective adoption of FSP FAS 115-2 and FAS 124-2 on
April 1, 2009, impacted its impairment results and the performance
of the collateral underlying the Company's AFS securities
deteriorated to a lesser extent.

During the second quarter of 2009, the company recognized
$10.5 billion in total other-than-temporary impairments of AFS
securities.  Included in this amount were $2.2 billion of credit-
related impairments recognized in earnings.  As a result of the
adoption of FSP FAS 115-2 and FAS 124-2, $0.6 billion of the
$2.2 billion represents cumulative credit-related impairments
related to securities impaired for the first time during the
second quarter.  These securities would have been impaired as of
March 31, 2009, if the guidance had been in place prior to
April 1, 2009.  Also included in total other-than-temporary
impairments were $8.3 billion of non-credit related impairments
that were recognized in accumulated other comprehensive income
(loss) (AOCI).  This amount represents the portion of cumulative
fair value declines that are not related to credit on newly
identified securities as a result of the adoption and current
period changes in fair value not attributed to credit for
previously impaired securities.

During the first quarter of 2009, prior to its prospective
adoption of the new accounting standard, the company recorded
$7.1 billion of security impairments on its AFS securities in
earnings, reflecting both credit-related and non-credit-related
impairments.  Consequently, second quarter of 2009 impairment
results are not directly comparable to first quarter of 2009
impairment results.

During the second quarter of 2009, the company recognized gains of
$4.2 billion on its derivative portfolio and guarantee asset,
compared to gains of $25 million recorded in the first quarter of
2009, primarily driven by net mark-to-market gains due to
increases in long-term interest rates.

Credit-related expenses, consisting of provision for credit losses
and real estate owned (REO) operations expense, were $5.2 billion
for the second quarter of 2009, compared to $9.1 billion for the
first quarter of 2009.

Provision for credit losses was $5.2 billion for the second
quarter of 2009, compared to $8.8 billion for the first quarter of
2009.  The decrease was driven by a reduced rate of growth in the
company's loan loss reserve due to the recent modest national home
price improvements, which the company believes to be largely
seasonal.  Also driving the decrease was the impact of
enhancements made to the company's estimation methodology, which
resulted in an approximate $1.4 billion decline in the Company's
estimate of loan loss reserves and consequently its provision for
credit losses in the second quarter.  Freddie Mac expects its
provision for credit losses will likely remain high during the
remainder of 2009 and to increase above the level recognized in
the second quarter.

REO operations expense was $9 million for the second quarter of
2009, down from $306 million for the first quarter of 2009.  The
decrease was driven by a reduction in market-based write-downs due
to a slowdown in the deterioration of REO fair values.

Other non-interest expense for the second quarter of 2009 was
$1.3 billion, compared to $2.1 billion for the first quarter of
2009.  The decrease was primarily related to losses of
$1.2 billion on delinquent and modified loans purchased from PC
pools in the second quarter of 2009, compared to losses of
$2.0 billion in the first quarter of 2009, driven by a significant
decrease in the purchase volume of delinquent and modified loans.
Certain seriously delinquent loans that would have otherwise been
modified under Freddie Mac's traditional programs are currently in
three-month trial periods under the Home Affordable Modification
program that the company implemented in April.  A loan that has
begun the three-month trial period will not be modified and
purchased out of the PC pool until the borrower successfully
completes the trial period.

Income tax benefit for the second quarter of 2009 was
$184 million, compared to a benefit of $937 million for the first
quarter of 2009, primarily resulting from an increase in second
quarter pre-tax income, which decreased the estimated 2009 taxable
loss.

Freddie Mac established a partial valuation allowance against its
net deferred tax assets during the third quarter of 2008, and
recorded an additional allowance during the fourth quarter of 2008
and first quarter of 2009, as a result of the events and
developments related to the conservatorship of the company, other
events in the market, and related difficulty in forecasting future
profit levels on a continuing basis.  The Company is required to
assess the realizability of the deferred tax asset on a quarterly
basis.

In the second quarter of 2009, the Company had a net reduction in
its valuation allowance previously recorded against its deferred
tax assets of $5.3 billion, primarily resulting from the adoption
of FSP FAS 115-2 and FAS 124-2.

After recording the valuation allowance adjustment in the second
quarter of 2009, the company had a remaining deferred tax asset of
$16.9 billion, representing the tax effect of net unrealized
losses on its AFS securities, which management believes is more
likely than not of being realized because of the company's
conclusion that it has the intent and ability to hold its AFS
securities until any temporary unrealized losses are recovered.

AOCI, net of taxes as of June 30, 2009 was a loss of
$34.8 billion, compared to a loss of $28.3 billion as of
March 31, 2009.  The increase in net loss in AOCI, net of taxes,
was primarily attributable to the cumulative-effect adjustment of
$9.9 billion resulting from the company's adoption of FSP FAS 115-
2 and FAS 124-2, partially offset by net unrealized gains on the
company's AFS securities that are reported at fair value as a
component of AOCI.

Net Worth and Senior Preferred Stock

Freddie Mac's positive net worth of $8.2 billion at June 30, 2009,
was primarily attributable to a net increase of $5.1 billion in
total equity as a result of the company's adoption of FSP FAS 115-
2 and FAS 124-2 on April 1, 2009, and funding received under the
Purchase Agreement with Treasury in June 2009.  In addition, the
positive net worth also reflects second quarter 2009 net income,
and a net increase in AOCI excluding the cumulative effect of
adoption of FSP FAS 115-2 and FAS 124-2.  Net worth represents the
difference between the company's assets and liabilities under
generally accepted accounting principles (GAAP) and is equal to
the company's total equity (deficit).

The aggregate liquidation preference of the company's senior
preferred stock was $51.7 billion as of June 30, 2009.  The amount
remaining under Treasury's $200 billion funding commitment as of
June 30, 2009, was $149.3 billion, which does not include the
$1 billion of senior preferred stock issued to Treasury as initial
consideration for its funding commitment.

Based on the aggregate liquidation preference of $51.7 billion,
Treasury, the holder of the senior preferred stock, is entitled to
annual cash dividends of approximately $5.2 billion.  Including
the $1.1 billion quarterly dividend on the senior preferred stock
paid on June 30, 2009, the Company has paid an aggregate amount of
$1.7 billion in cash on the senior preferred stock to Treasury at
the direction of the Federal Housing Finance Agency (FHFA), acting
as Conservator.

The Company's net worth, and consequently draws under the Purchase
Agreement, could vary significantly in future periods due to
changes in market and credit conditions and other factors.

Adoption of FSP FAS 115-2 and FAS 124-2

On April 1, 2009, the Company prospectively adopted FSP FAS 115-2
and FAS 124-2.  The new accounting guidance revised the
recognition, measurement and presentation for other-than-
temporary impairments on AFS securities the company holds.  As a
result of the adoption, the company recognized a cumulative-effect
adjustment of $15.0 billion to its opening balance of retained
earnings (accumulated deficit) on April 1, 2009, with a
corresponding adjustment of $(9.9) billion, net of tax, to AOCI.
The difference primarily represents the release of the previously
recorded valuation allowance against the deferred tax asset that
is no longer required upon adoption of FSP FAS 115-2 and FAS 124-
2.  Thus, as a result of the adoption of the new accounting
guidance, the company's total equity increased by $5.1 billion.

Foreclosure Prevention and Refinancing Activities

Freddie Mac's primary focus in the second quarter was delivering
on the Obama Administration's Making Home Affordable (MHA)
program.  In support of the MHA program, the company implemented
the Home Affordable Modification program (HAMP) in April 2009.
During the second quarter of 2009, based on information from the
company's largest servicers, approximately 16,000 loans entered
the three-month trial period that precedes a modification under
HAMP.  The Company expects that an increasing number of loans
eligible for modification under HAMP may enter such trial periods
during the remainder of 2009.

Freddie Mac also began the purchase of refinance mortgages
originated under the MHA program through the Freddie Mac Relief
Refinance Mortgage(SM)( )in April 2009.  The Company had helped
refinance approximately 28,500 loans totaling $5.1 billion of
unpaid principal balance as of June 30, 2009, under this program.
During the second quarter, the Relief Refinance Mortgage was
modified to give borrowers the ability to refinance a Freddie Mac-
owned or guaranteed mortgage with any lender affiliated with the
company.  On July 1, 2009, the Company announced that the maximum
loan-to-value ratio for the Relief Refinance Mortgage would be
increased on October 1, 2009, from 105 percent to 125 percent of
the current value of the property.  The Company's total refinance-
loan purchase volume for the second quarter of 2009 was
approximately $135 billion, compared to approximately $95 billion
during the first quarter of 2009.

Freddie Mac continued to work with struggling borrowers and
lenders to prevent foreclosures through its foreclosure prevention
programs.  The Company helped approximately 45,000 borrowers stay
in their homes or sell their properties.

Management Changes

On July 21, 2009, Freddie Mac announced that its board of
directors had named Charles E. Haldeman, Jr., as the Company's
chief executive officer and had elected him as a member of the
board of directors.  The Company expects that Mr. Haldeman's
employment and board tenure will begin on August 10, 2009.  Mr.
Haldeman will succeed John A. Koskinen who has been serving as
Freddie Mac's interim chief executive officer since March 2009 and
performing the function of principal financial officer since April
2009.  Mr. Koskinen will resume his previous position as non-
executive chairman of the board.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the Company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


GAINEY CORP: Gets More Time to Negotiate Sale Pact With Najafi
--------------------------------------------------------------
Chris Knape at The Grand Rapids Press reports that the U.S.
Bankruptcy Court for the Western District of Michigan has given
Gainey Corp. more time to work on a sale deal with Najafi Cos.
LLC.

According to The Grand Rapids Press, Gainey's lenders said that
they wouldn't object to allowing the Company to continue to use
its cash to fund operations while it negotiates with Najafi.  A
hearing is set for August 26, the report states.

The process of a sale is expected to move forward this week, The
Grand Rapids Press says, citing lawyers.

The Grand Rapids Press relates that Wachovia Bank, Gainey's
largest creditor, has withdrawn its support of the alternative
plan that creditors filed last week that could have resulted in
the Company's liquidation or sale.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries filed for Chapter 11 bankruptcy
protection on Octoer 14,, 2008 (Bankr. W.D. Mich. Lead Case No.
08-09092).  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
Inga April Hofer, Esq., Jacob Joseph Sadler, Esq., and Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP, represent the Debtors
as counsel.  Alixpartners, LLC, is the Debtors' restructuring and
financial consultant.  Virchow Krause and Company, LLP, is the
Debtors' financial advisor.  Eric David Novetsky, Esq., Jay L.
Welford, Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind,
Esq., Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe,
Raitt, Heuer & Weiss, PC, represent the Official Committee of
Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.


GENERAL MOTORS: Still Has Issues with Magna on Opel Bid
-------------------------------------------------------
John Smith, GM Group Vice President, wrote in a blog posting at
http://drivingconversations.gmblogs.com/that there have been some
progress on talks regarding the sale of Opel with bidders -- Magna
International Inc. and RHJ International SA -- but said that there
are still outstanding issues with respect to those bids.

Mr. Smith also denied that Magna International has been selected
as winning bidder, saying that press reports tended to exaggerate
the state of progress of the talks.

As the RHJI proposal is the simpler of the two, there were very
few significant issues with this offer, Mr. Smith said.  GM, on
the other hand, still has to resolve a number of issues with
Magna, he stated.

Mr. Smith explains the Magna proposal is more complex, owing to
the inclusion of Russia and a third, Russian-based investor.  "We
started the week with about 30 issues to resolve, including New
Opel involvement with Chevrolet in Russia, intellectual property
transfer rights in Russia, advanced technology access, product
development responsibilities, minority shareholder rights and
other items," Mr. Smith said.  Russia, intellectual property,
product development responsibilities and various governance issues
are among the unresolved issues, many of them on the table for
some time now, Mr. Smith said.

In discussions with the German automotive task force last week, GM
continued to discuss and contrast the relative commercial merits
of the two proposals.  The German government's advisor, Lazard,
left a strong impression that the RHJI bid was superior.

GM said that it has provided in excess of $5 billion to support GM
over the past several years.  Despite its minority status, GM will
continue to support Opel by the near full reimbursement of the new
company's annual engineering budget (including a markup) and a
reduction in royalties otherwise paid during the first five years
of operation by over $2 billion.

                       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: Asks for Oct. 30 Ownership List Deadline Extension
------------------------------------------------------------------
General Motors Corp., now known as Motors Liquidation Co., asks
the U.S. Bankruptcy Court for the Southern District of New York to
extend to October 30 the deadline to file their initial report of
financial information in respect of entities in which their
chapter 11 estates hold a controlling or substantial interest.

The Debtors estimate that at the outset of these cases there were
approximately 259 domestic entities and 271 foreign entities in
which the Debtors held a substantial or controlling interest
within the meaning of F.R.B.P. Rule 2015.3

GM said that its current deadline of Aug. 31 is too soon given the
"size, complexity and geographic reach" of its business and the
amount of time it had to devote to selling its assets.  It added
that it had substantially spent its resources to complete the sale
of its key assets to NGMCO, Inc., a U.S. Treasury-sponsored
purchaser.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  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 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 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.

In a Bankruptcy Court-sanctioned sale, GM sold its key assets to
an entity 60.8% owned by the U.S. Government.  The bankrupt
estates changed its name to Motors Liquidation Co. following the
sale of the U.S. government owned entity that is now known as
General Motors Company.  Motors Liquidation is winding down
remaining assets and has yet to file a Chapter 11 plan that
explains how it will pay off claims filed against the bankrupt
estates.

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


GEORGIA GULF: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf
Corporation is a borrower traded in the secondary market at 94.90
cents-on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.85
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 3, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's C rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone.  The Company has four business segments:
chlorovinyls; window and door profiles, and moldings products;
outdoor building products, and aromatics.

At March 31, 2009, the Company had $1.56 billion in total assets
and $1.66 billion in total liabilities, resulting in $97.3 million
stockholders' deficit.

As reported in the Troubled Company Reporter on June 19, 2009,
Standard & Poor's Ratings Services lowered its issue rating on
Georgia Gulf Corp.'s $100 million 7.125% senior notes due 2013 to
'D' from 'C' and retained the '6' recovery rating, indicating
S&P's expectation of negligible recovery (0%-10%) on the notes.
At the same time, S&P kept its corporate credit rating on Georgia
Gulf at 'D'.  S&P had lowered its corporate credit rating and
these issue ratings on Georgia Gulf to 'D' on May 21, 2009,
following a missed interest payment of $34.5 million on these
notes.

As reported by the TCR on Aug. 3, Moody's Investors Service
upgraded the Corporate Family Rating of Georgia Gulf Corporation
to B2 from Caa2 as a result of the completion of the private debt-
for-equity exchange offer and an amendment to its credit facility
that substantially improves the company's liquidity.


GMAC INC: May Put ResCap Out of Its Misery, CreditSights Says
-------------------------------------------------------------
GMAC may cut losses and the need for capital by sending its home
mortgage unit, Residential Capital LLC, into bankruptcy,
Bloomberg's Carla Main reported, citing CreditSights Inc.

ResCap lost at least $1 billion per quarter since the third period
of 2007 and may breach capital covenants in the current quarter,
said a report dated Aug. 4 from CreditSights.

GMAC could keep ResCap's "remaining good assets" and leave behind
$11.4 billion of debt in a bankruptcy, said the report, which
asked whether it was "time to put ResCap out of its misery."

The future value "may have fallen below the cost of keeping ResCap
alive," said the report.  "We see no real pragmatic reason for
GMAC to absorb another $2 billion-plus quarterly hit."

ResCap accounted for a "substantial portion" of losses that
appeared in U.S. government stress tests used for obtaining
federal money, and GMAC could reduce the need for capital by
separating itself from the Minneapolis-based mortgage unit,
CreditSights said.

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

Bloomberg recounts that ResCap, once the most profitable unit of
GMAC, almost went bankrupt last year amid surging defaults on
subprime home loans, and investors asked Hull why GMAC still
provides support.

GMAC Chief Financial Officer Robert Hull told investors during a
conference call August 4 that GMAC continues to support ResCap and
that GMAC doesn't want to put ResCap into bankruptcy now because
it has a mortgage origination and servicing platform that the
parent company needs.  Mr. Hull told investors that GMAC will
disclose plans for ResCap by year-end.

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

                            About GMAC

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

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

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

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

                         *     *     *

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


GMAC INC: Quarterly Results Won't Affect S&P's 'CCC' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its CCC/Developing/C
ratings on both GMAC Inc. and Residential Capital LLC are not
affected by release of consolidated quarterly results.  GMAC
reported a consolidated pretax loss of $2.8 billion versus a
consolidated pretax loss of $798 million last quarter.  Results
included sizeable one-time charges as GMAC and Residential Capital
LLC continue to deal with legacy assets and reposition their
operations.  Included in the current quarterly loss was
$1.2 billion associated with the tax impact of incorporation (GMAC
was incorporated in June; it was previously an LLC).  The
quarterly loss was again driven by its mortgage business, which
continues to report elevated provision levels and net charge-offs.
The mortgage operation reported a pretax loss of $2 billion.  On a
pretax basis, the firm's auto finance operation turned a profit of
$346 million.  The improved used vehicle market enhanced these
positive earnings, as residual value improvements reduced loss
severity.  The insurance subsidiary also reported a loss, but this
was driven by a goodwill impairment associated with its U.S.
consumer property and casualty business, which is under strategic
review.  Absent the goodwill impairment, the insurance subsidiary
made $131 million on a pretax basis.

S&P believes GMAC and Residential Capital LLC continue to face
significant Operating challenges, and S&P expects continued poor
quarterly performance.  The auto industry remains weak, and S&P
thinks housing prices will continue to fall in many markets,
pressuring the firm's mortgage business.  S&P will continue to
monitor developments as they unfold.


GRAY TELEVISION: Posts $6.64MM Q2 Net Loss; May Violate Covenant
----------------------------------------------------------------
Gray Television Inc. warned that based on its financial
projections it is likely not to be in compliance with the leverage
ratio under its senior credit facility as of March 31, 2010.

Gray has swung to a $6.64 million net loss for the three months
ended June 30, 2009, compared to $3.21 million net income for the
same period a year ago.  For the six months ended June 30, 2009,
the Company widened its net loss to $15.5 million from $635,000
during the same period a year ago.

Total revenue decreased $13.7 million, or 17%, to $65.1 million
in the 2009 three-month period due primarily to decreased local,
national, internet and political advertising revenues, decreased
production and other revenue and decreased network compensation
revenue.  Total revenue decreased $23.3 million, or 16%, to
$126.4 million in the 2009 six-month period due primarily to
decreased local, national, internet and political advertising
revenue, decreased production and other revenue and decreased
network compensation revenue.

As of June 30, 2009, the Company had $1.23 billion in total
assets; and $1.04 billion in total liabilities and $92.7 million
in redeemable preferred stock; resulting in $98.9 million
stockholders' equity.

As of June 30, 2009 and December 31, 2008, the Company had 1,000
shares of Series D Perpetual Preferred Stock outstanding.  The no
par value Series D Perpetual Preferred Stock has a liquidation
value of $100,000 per share for a total liquidation value of
$100.0 million as of June 30, 2009, and December 31, 2008.

               Series D Perpetual Preferred Stock

Dividends on the Series D Perpetual Preferred Stock accrued at
12.0% per annum through December 31, 2008 after which the dividend
rate increased to 15.0% per annum.  The Company did not fund the
Series D Perpetual Preferred Stock cash dividend payments due on
January 15, 2009, April 15, 2009 or July 15, 2009, that had
accumulated for the three-month periods ended December 31, 2008,
March 31, 2009 and June 30, 2009.  The accrued Series D Perpetual
Preferred Stock dividend balance as of June 30, 2009, was
$10.5 million.  The deferral of dividend payments is allowable
under the terms of the Series D Perpetual Preferred Stock.  When
three consecutive cash dividend payments with respect to the
Series D Perpetual Preferred Stock remain unfunded, the dividend
rate will increase from 15.0% per annum (or $15 million) to 17.0%
per annum (or $17 million).  Thus, the Series D Perpetual
Preferred Stock dividend began accruing at 17.0% per annum on
July 16, 2009, and will accrue at that rate as long as at least
three consecutive cash dividend payments remain unfunded.

While any Series D Perpetual Preferred Stock dividend payments are
in arrears, the Company is prohibited from repurchasing, declaring
or paying any cash dividend with respect to any equity securities
having liquidation preferences equivalent to or junior in ranking
to the liquidation preferences of the Series D Perpetual Preferred
Stock including the Company's common stock and Class A common
stock.  The Company said it can provide no assurances when any
future cash payments will be made on any accumulated and unpaid
Series D Perpetual Preferred Stock cash dividends presently in
arrears or that become in arrears in the future.  The Series D
Perpetual Preferred Stock has no mandatory redemption date but may
be redeemed at the stockholders' option on or after June 30, 2015.
The deferral of paying cash dividends on the Series D Perpetual
Preferred Stock and the corresponding suspension of paying cash
dividends on the common and Class A common stock was made to
reallocate cash resources to support the Company's ability to pay
increased interest costs or fees associated with the amendment to
its senior credit facility.

                  Amendment to Credit Facility

Effective as of March 31, 2009, the Company amended its senior
credit facility.  The terms of the amended senior credit facility
include, but are not limited to, an increase in the maximum ratio
allowed under the leverage ratio covenant for the year ending
December 31, 2009, a general increase in the restrictiveness of
the remaining covenants and increased interest rates.

Gray said without the amendment, it would not have been in
compliance with the leverage ratio covenant and such noncompliance
would have caused a default under the agreement.  This amendment
increased Gray's cash interest rate by 2% per annum (200 basis
points) and beginning April 1, 2009, requires an additional 3% per
annum (300 basis point) facility fee.  For the period beginning
April 4, 2009 and ending April 30, 2010, the annual facility fee
for the term loan and the revolving loan will accrue and be
payable on the respective term loan and revolving loan maturity
dates.  For the period beginning after April 30, 2010, and for the
remaining term of the senior credit facility, the annual facility
fee will be payable in cash on a quarterly basis and interest will
accrue at an annual rate of 6.5% on the facility fee balance
accrued as of April 30, 2010.

The senior credit facility requires Gray to maintain leverage
ratio, as defined in the agreement, below certain maximum amounts.
As of December 31, 2008, Gray's leverage ratio was 7.14 compared
to the maximum allowed by the senior credit facility of 7.25.  As
of March 31, 2009, Gray's leverage ratio was 7.48 compared to the
maximum ratio allowed by the amended senior credit facility of
8.00.  As of June 30, 2009, Gray's leverage ratio was 7.98
compared to the maximum ratio allowed by the amended senior credit
facility of 8.25.  Prior to the amendment, the maximum total net
leverage ratio allowed would have been 7.25 as of March 31, 2009
and June 30, 2009.

Gray said the continuing general economic recession, including the
significant decline in advertising by the automotive industry, has
adversely impacted its ability to generate cash from operations
during the current period and the recent past.  "If these general
economic trends do not begin to gradually improve, then our
ability to maintain adequate liquidity and/or compliance with our
leverage ratio covenant will come under increased pressure," Gray
said.  "Compliance with the leverage ratio covenant on or after
March 31, 2010, will depend on the interrelationship of our
ability to reduce outstanding debt and/or the results of our
operations during the intervening future periods."

"In the future, if we are unable to maintain compliance with these
covenants, including the leverage ratio test, we would use
reasonable efforts to seek an amendment or waiver to our senior
credit facility.  However, in such circumstances, we could provide
no assurances that any amendment or waiver would be obtained nor
of its terms.  In the future, if we are unable to obtain any
required waivers or amendments, we would be in default under the
senior credit facility and any such default could allow a majority
of the lenders to demand an acceleration of the repayment of all
outstanding amounts under our senior credit facility," Gray said.

A full-text copy of Gray's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4123

On July 1, Gray filed with the Securities and Exchange Commission
a Registration Statements on Form S-8 relating to shares of the
Company's common stock to be offered and sold under the Gray
Television Inc. Employee Stock Purchase Plan.   The Company
registered an additional 600,000 shares available for issuance
under the Plan.  A full-text copy of the Form S-8 filing is
available at no charge at http://ResearchArchives.com/t/s?4124

                       About Gray Television

Gray Television, Inc. -- http://www.gray.tv/-- is a television
broadcast company headquartered in Atlanta, GA.  Gray currently
operates 36 television stations serving 30 markets.  Each of the
stations are affiliated with either CBS (17 stations), NBC (10
stations), ABC (8 stations) or FOX (1 station).  In addition, Gray
currently operates 38 digital second channels including 1 ABC, 4
Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network
affiliates plus 8 local news/weather channels and 1 "independent"
channel in certain of its existing markets.


HAIGHTS CROSS: Extends Exchange Offer for 2011 Notes Until Aug. 14
------------------------------------------------------------------
Haights Cross Communications, Inc., said the expiration date for
its private exchange offer and consent solicitation to qualified
investors to exchange HCC's 12-1/2% Senior Discount Notes Due 2011
for shares of common stock of HCC has been extended until 11:59
p.m., New York City time, on August 14, 2009, unless terminated or
further extended.

The Company has not paid and is currently taking advantage of the
applicable 30-day grace period with respect to payment of the
semi-annual interest on its Senior Discount Notes that was due on
August 3, 2009.  Similarly, the Company also intends to take
advantage of the applicable 30-day grace period for making the
semi-annual interest payment on its 11-3/4% Senior Notes due 2011,
due August 17, 2009.

The Company's current forbearance agreement and credit agreement
for its senior secured term loan prohibits the Company from making
interest payments on the Senior Discount Notes while the Company
remains in default under the Credit Agreement.  The cure of such
default will require, among other things, the successful
completion of the Exchange Offer.  Under the applicable indenture
relating to each of the Senior Discount Notes and Senior Notes,
use of the 30-day grace period does not constitute a default that
permits acceleration of such Notes.

The Company is seeking to extend its Forbearance Agreement, which
expires on August 7, 2009, to provide the Company with further
time to complete Exchange Offer -- as extended -- and other
restructuring transactions.  The Company also has commenced
discussions with holders of its Senior Notes to discuss
alternative restructuring plans should the Exchange Offer not be
consummated, including the possibility of the commencement of a
chapter 11 case and plan of reorganization.

As of the close of business on August 6, 2009, the Company was
advised by the information and exchange agent for the Exchange
Offer that roughly  $100 million (at maturity), or 74%, of Senior
Discount Notes had been tendered and not validly withdrawn.

Senior Discount Notes which have been validly tendered to the
Exchange Offer to date and not withdrawn remain tendered and
subject to the Exchange Offer. Eligible Holders who have already
tendered Senior Discount Notes need not take any additional
actions to tender their Senior Discount Notes.

The consummation of the Exchange Offer is conditioned upon the
satisfaction or waiver of a number of conditions including, among
others (i) at least 90% of the aggregate principal amount of the
Senior Discount Notes being validly tendered for exchange and not
revoked, and Eligible Holders representing such Senior Discount
Notes delivering their consents to the proposed amendments to the
indenture governing the Senior Discount Notes; and (ii) the
execution of a satisfactory amendment to the Credit Agreement.

In the event that HCC is not able to successfully complete the
restructuring, including the Exchange Offer, HCC intends to
explore all other restructuring alternatives available to it at
that time, which may include an alternative out-of-court
restructuring or the commencement of a chapter 11 case and plan of
reorganization.  There can be no assurance that any alternative
restructuring arrangement or plan could be accomplished. Moreover,
if the Company seeks such bankruptcy relief, holders of Senior
Discount Notes may receive consideration that is less than what is
being offered in the Exchange Offer, and it is possible that such
holders may receive no consideration at all for their Senior
Discount Notes.

The Exchange Offer is being made, and the new shares of Common
Stock are being offered, only to Eligible Holders, who consist of
accredited investors, or persons other than U.S. persons, in a
transaction that is exempt from the registration requirements of
the Securities Act of 1933.  Any such securities may not be
offered or sold absent registration or an applicable exemption
from the registration requirements of the Securities Act.

This announcement does not constitute an offer to sell, or the
solicitation of an offer to purchase, any securities. Any such
Exchange Offer or other restructuring proposal, if made, will be
made pursuant definitive offering documentation to be provided to
Eligible Holders.

                About Haights Cross Communications

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications -- http://www.haightscross.com/-- is an
educational and library publisher dedicated to creating the finest
books, audio products, periodicals, software and online services,
serving the following markets: K-12 supplemental education, public
and school libraries, and consumers.  Haights Cross companies
include: Triumph Learning, Buckle Down Publishing and Options
Publishing, and Recorded Books.


HAIGHTS CROSS: S&P Downgrades Corporate Credit Rating to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Haights Cross Communication Inc. to 'D' from 'CC'
because of the company's failure to make its interest payment due
on August 3, 2009, on its 12.5% senior discount notes due 2011.
At the same time, S&P lowered the issue-level rating on the 12.5%
notes to 'D' from 'C'.  S&P removed these ratings from
CreditWatch, where they were placed with negative implications
June 10, 2009.  The recovery rating on the notes remains unchanged
at '6', indicating S&P's expectation of negligible (0% to 10%)
recovery for noteholders in the event of a payment default.

The 'C' issue-level rating on Haights Cross Operating Co.'s 11.75%
senior notes due 2011 remains on CreditWatch with negative
implications, and the recovery rating on these notes remains at
'6'.

White Plains, N.Y.-based supplemental education publisher HCC had
$383.1 million total debt outstanding at March 31, 2009.

The rating action reflects HCC's failure to make the August 3,
2009 interest payment on its 12.5% senior discount notes.  In
addition, the company currently does not intend to make the
August 17, 2009 interest payment on operating subsidiary Haights
Cross Operating Co.'s 11.75% senior notes due 2011.  While a
payment default has not occurred according to the legal provision
of the 12.5% notes, Standard & Poor's views an interest or
principal payment lapse as a default, even if a grace period
exists, in the event that the nonpayment is a function of the
borrower being under financial stress and S&P is not confident
that the payment will be made in full during the grace period.
S&P views the company's high leverage, fractional coverage of
gross interest expense, negative discretionary cash flow, limited
liquidity, and weak operating outlook together as indications of
financial distress.

HCC has proposed an offer to exchange its 12.5% notes for shares
of common stock.  The transaction entails issuing 120.21 shares of
common stock for each $1,000 in principal amount at maturity of
senior discount notes exchanged.  In the sixth extension to the
exchange offer, which expires on August 6, 2009, the minimum
threshold was reduced to 90% from 95% of the aggregated principal
amount of the notes.  If HCC is not able to complete the exchange
transaction, the company plans to explore other restructuring
alternatives, including the commencement of a Chapter 11
bankruptcy plan of reorganization.

The issue-level rating on the 11.75% senior notes due 2011 remains
on CreditWatch with negative implications.  S&P would lower this
rating to 'D' if the company does not make its August 17, 2009
interest payment.  S&P would also lower the rating if the company
announces a Chapter 11 filing.

"If the company completes the proposed exchange offer, S&P would
reassess the company's business outlook and financial profile and
assign new ratings," noted Standard & Poor's credit analyst Tulip
Lim.

As of March 31, 2009, Haights had total assets of $228,965,000
against debts of $422,917,000.


HARTMARX CORP: Sale to Private Equity Firms Finally Done
--------------------------------------------------------
SKNL NA and Emerisque Brands said in a statement they have
completed the acquisition of assets of Hartmarx Corp. from
bankruptcy under the newly formed Hartmarx Operating Company LLC.

"We are delighted to have completed this acquisition. This is an
important step forward towards our ambition of being "clothiers to
the world," said Chairman of SKNL and the new Hartmarx, Nitin
Kasliwal.

"We thank our customers, partners and employees for supporting
Hartmarx throughout the long and complicated transaction period
and want to let them know we are committed to being a strong
partner, dedicating the resources and expertise necessary to honor
Hartmarx's heritage and realize its potential," said Ajay Khaitan,
founder of Emerisque and Vice Chairman and CEO of the new
Hartmarx.  "Although we still face hard work and difficult
decisions in the months ahead, we believe that the best days for
the Company are ahead."

In June 2009, the Bankruptcy Court approved the sale of
substantially all assets of Hartmarx to Emerisque Brands UK and
SKNL North America, B.V., for a total transaction value of roughly
US$119 million.

The parties expected the deal to close July 7.  However, closing
was postponed after parties were unable to finalize the financial
details.  Various reports in July said that the parties were
arguing about who should pay the costs to wind down the parts of
the business that aren't subject to Emerisque's takeover.

                       About Hartmarx Corp.

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

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


HEALTHSOUTH CORP: Bank Debt Trades at 4% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which HealthSouth
Corporation is a borrower traded in the secondary market at 95.93
cents-on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.11
percentage points from the previous week, The Journal relates.
The loan matures on March 10, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

                         About HealthSouth

Based in Birmingham, Alabama, HealthSouth Corporation --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of August 9, 2009, Healthsouth carries a 'B2' long term
corporate family rating from Moody's and a 'B' long term foreign
issuer credit rating from Standard & Poor's.


HERTZ CORP: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Hertz Corporation
is a borrower traded in the secondary market at 94.34 cents-on-
the-dollar during the week ended Friday, Aug. 7, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.88percentage
points from the previous week, The Journal relates.  The loan
matures on Dec. 21, 2012.  The Company pays 150 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba1 rating and S&P's BB- rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 7, among the 137 loans
with five or more bids.

                         About Hertz Corp.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

                           *     *     *

In July Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's Investors Service
lowered Hertz's Corporate Family Rating and Probability of Default
to 'B1' from 'Ba3'.


HORIZON LINES: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Horizon
Lines, Inc.; corporate family and probability of default, each to
B3 from B2, senior secured to Ba3 from Ba2 and senior unsecured to
Caa2 from Caa1.  The outlook is negative.

The downgrades reflect Moody's expectation of continuing pressure
on the credit profile because it believes that demand across
Horizon's trade lanes will remain weak in upcoming periods.
Additionally, the recent $25 million reduction in the revolving
credit facility decreases Horizon's liquidity while the prospect
of additional legal settlements remains.

The negative outlook reflects the potential for future settlements
of either the ongoing Department of Justice investigation or the
ongoing class action lawsuits to require significant cash
payments, which would likely increase debt and further reduce
liquidity.  The amended credit agreement deems a DOJ settlement
that requires more than $10 million paid during a fiscal year or
$30 million in the aggregate as an Event of Default under the
credit facility.

The B3 corporate family rating reflects Horizon's leading position
in its core Jones Act markets and the important link Horizon
provides in its customers' distribution chains and the geographic
regions it serves.  Moody's believes that these factors should
support a core level of underlying volume for the company's
services and should result in the continuing generation of a base
level of funds from operations, including during cyclical troughs
in demand.  However, the unexpected acceleration of already weak
demand affecting each of its three Jones Act markets challenges
the ability of productivity programs, cost containment
initiatives, and yield measures to mitigate the downwards pressure
on margins, operating cash flows and resultant credit metrics.
The B3 rating also considers the expectation of a significantly
weaker, but still modestly positive free cash flow profile as
future settlement payments will compound the pressure of weak
demand on funds from operations.  The reduced amount of free cash
flow should delay the planned de-levering of the capital
structure.

Ratings could be downgraded if Funds from Operations + Interest to
Interest approached 1.75 times or Debt to EBITDA was sustained
above 7.0 times.  Indications that the resolution of the DOJ
investigation or the remaining class action lawsuits would require
sizeable cash payments or constrain Horizon's ability to operate
in its existing trade lanes could also pressure the B3 rating.
Additionally, though not anticipated in the near-term, a new share
purchase authorization, one or more acquisitions resulting in
meaningfully higher debt levels, a debt-financed program to
replace the aging Jones Act fleet or the repurchase at a discount
of the convertible notes could also place downward pressure on the
ratings.  The outlook could be stabilized if Horizon becomes able
to generate significant free cash flow, which it either applies to
debt reduction or holds in advance of funding legal settlements.
The outlook could also be stabilized if the DOJ investigation and
lawsuits are settled at amounts that do not consume the majority
of Horizon's available liquidity.  The outlook could be stabilized
if Horizon sustains Funds from Operations + Interest to Interest
at about 2.5 times or Debt to EBITDA below 6.0 times after a
favorable resolution of the investigation and litigation matters.

The last rating action was on November 3, 2008, when Moody's
lowered the corporate family and probability of default ratings
one notch to B2, the senior secured rating to Ba2 from Ba1 and the
senior unsecured rating to Caa1 from B3.  The outlook was also
changed to negative from stable on November 3rd.

Downgrades:

Issuer: Horizon Lines, Inc.

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3 from
     Ba2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Caa2 from Caa1

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, operates 13 Jones Act qualified U.S.  flag container ships in
Jones Act liner services between the continental United States and
either Alaska, Hawaii, or Puerto Rico and five U.S. flag container
ships operating between the U.S.  West coast and Guam, in which
vessels are slot-chartered from the Far East to the U.S. West
Coast.  Horizon also provides logistics services through its
wholly-owned indirect operating subsidiary Horizon Logistics, LLC.


ICICI BANK: Moody's Assigns Rating on $160 Mil. Commercial Paper
----------------------------------------------------------------
Moody's Investors Service has assigned a Prime-1 rating to the
commercial paper issued by ICICI Bank Limited (rated Ba2/NP/C-)
through its $160 million fully supported commercial paper program.
ICICI Bank, acting through its Bahrain Branch, its Hong Kong
Branch, and its New York Branch, will issue commercial paper notes
and will use the proceeds for general corporate purposes.  Each
issuing entity will issue its own series of commercial paper.
Bank of America, N.A. (Aa3/Prime-1/D) has issued an irrevocable,
direct-pay letter of credit that provides full and timely support
for the repayment of each series of commercial paper notes upon
maturity.  Moody's rating on the CP notes is based primarily on
Bank of America's Prime-1 rating.

Deutsche Bank National Trust Company (Aa3/Prime-1/C), acting as
depositary, will draw on the letter of credit to pay maturing
series of commercial paper notes.

ICICI Bank Limited is the largest retail bank in India.  The bank,
headquartered in Mumbai, had assets of INR3,793 billion
(US$72.7 billion) as of end-March 2009.  ICICI Bank has a bank
financial strength rating of C-, which translates into a Baseline
Credit Assessment of Baa2.  The rating reflects the bank's solid
franchise as the second-largest commercial bank in India, as well
as its sound financial position.  ICICI Bank's has foreign
currency deposit ratings of Ba2/NP and foreign currency debt
ratings of Baa2.

This program is ICICI Bank's third letter of credit-backed USCP
program.  Similar to the other programs, this program issues three
series of CP and all three series are fully supported by a single
letter of credit issued by Prime-1-rated Bank of America.  Each
series of CP is issued by a different banking unit of ICICI Bank:
Series A is issued through the Bahrain Branch, Series B is issued
through the Hong Kong Branch, and Series C is issued through the
New York Branch.  ICICI Bank's other existing USCP program is also
fully supported through letter of credit provided by Prime-1-rated
bank.  The program, established in 2007, has a $375 million
authorized limit and is supported by a LOC provided by Bank of
America, N.A.  The program issues three series of commercial
paper: Series D is issued through ICICI Bank's New York Branch,
Series E is issued through its Hong Kong Branch, and Series F is
issued by the Bahrain Branch.  Deutsche Bank National Trust
Company is the depositary and issuing and paying agent for the
existing program.


ILLINOIS HOUSING: S&P Junks Rating on 2003 Multifamily Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Illinois
Housing Development Authority's multifamily bonds (Turnberry
Village II Apartments) series 2003 to 'CC' from 'BBB' and removed
the rating from CreditWatch with negative implications where it
was placed June 29, 2009.  The outlook is developing.  This action
follows Standard & Poor's July 28, 2009, downgrade of Ambac
Assurance Corp. to CC/Developing from BBB/Watch Neg.

The affected issue receives partial support in the form of a
guaranteed investment contract from Ambac Assurance Corp. for the
debt service reserve fund.  According to current criteria,
Standard & Poor's considers whether monies deposited in the DSRF,
which is generally sized in the amount of at least six to 12
months' debt service, are invested in investment grade securities
rated 'BBB-' or higher, and will be available to pay debt service
in the event of a shortfall.  Because AMBAC is currently rated
below investment grade, its rating is no longer consistent with
S&P's minimum rating level for DSRF investments.


INTERMET CORP: Cerion In Talks to Buy Certain Remaining Assets
--------------------------------------------------------------
Amy Matzke-Fawcett and Jeff Sturgeon at The Roanoke Times report
that Cerion LLC spokesperson Bob Budlong said that the company is
in talks to buy certain of Intermet Corp.'s assets.  According to
The Roanoke Times, Mr. Budlong said that the assets that Cerion
wants to acquire include the Radford factory, in Roanoke,
Virginia.

As reported by the Troubled Company Reporter on August 7, 2009, 20
employees at Intermet plants in Monroe City and Palmyra, both in
Missouri, were laid off.  Ardent Cast Metals, LLC, sent the
workers letters dated July 24, informing them that their jobs
would end.

Intermet's sale to Revstone Industries LLC may have been stalled,
says The Lake Gazette.

The U.S. Bankruptcy Court for the District of Delaware previously
approved the proposed liquidation plan of Intermet and the sale of
substantially all of its assets to Revstone.  Intermet declared
Revstone to be the winner of the auction for its cast metals auto
parts business with a bid of $11 million, subject to adjustments.

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

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

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


INTERSTATE HOTELS: Posts $6.7 Million for Quarter Ended June 30
---------------------------------------------------------------
Interstate Hotels & Resorts, Inc., posted a net loss of
$6.7 million for three months ended June 30, 2009, compared with a
net income of $135,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $19.1 million compared to a net loss of $153,000 for the same
period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $465.5 million, total liabilities of $311.6 million and
stockholders' equity of $153.9 million.

The Company stated that as of June 30, 2009, the Company had
$22.8 million in cash on hand and total indebtedness of
$243.7 million under its credit facility and non-recourse mortgage
loans.  The Company's credit facility was to mature in March 2010,
and as of June 30, 2009, consisted of a $115.0 million term loan
and a $60.3 million revolving loan.  On July 10, 2009, the Company
amended the Credit Facility to extend the maturity date from March
2010, to March 2012, and converted the credit facility's then
outstanding balance of $161.2 million to a new term loan along
with an $8 million revolving credit line.  The new term loan
requires a repayment of principal of $20 million by March 9, 2010,
and another $20 million by March 9, 2011.  In addition, the
Amended Credit Facility requires the Company to make quarterly
payments against the outstanding principal balance of the new term
loan equal to excess free cash flow.

                        Going Concern Doubt

The Company added that the report from KPMG LLP, its independent
registered public accounting firm included in our Form 10-K for
the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about its ability to
continue as a going concern due to potential credit facility
covenant violations.

In July 2009, the Company amended the terms of its credit facility
to extend the maturity date from March 2010, to March 2012, and
restructure existing financial and non-financial covenants.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4130

                 About Interstate Hotels & Resorts

Based in Arlington, Virginia, Interstate Hotels & Resorts --
http://www.ihrco.com/-- has ownership interests in 57 hotels and
resorts, including seven wholly owned assets.  Together with these
properties, the company and its affiliates manage a total of 225
hospitality properties with more than 46,000 rooms in 37 states,
the District of Columbia, Russia, Mexico, Belgium, Canada, and
Ireland.  Interstate Hotels & Resorts also has contracts to manage
16 to be built hospitality properties with approximately 4,000
rooms.

                           *     *     *

As reported by the Troubled Company Reporter on March 18, 2009,
Moody's Investors Service downgraded the ratings of Interstate
Hotels & Resorts (corporate family rating to Caa1 from B2) and
Interstate Operating Company, L.P. (senior secured debt to Caa1
from B2).  The ratings were placed on review for possible
downgrade.


J&R FINANCIAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: J&R Financial, LLC
        1245 Brickyard Road
        Salt Lake City, UT 84106

Bankruptcy Case No.: 09-28223

Chapter 11 Petition Date: August 6, 2009

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

Debtor's Counsel: Russell S. Walker, Esq.
                  Woodbury & Kesler
                  265 East 100 South, Suite 300
                  Salt Lake City, UT 84111
                  Tel: (801) 364-1100
                  Fax: (801) 359-2320
                  Email: rwalker@wklawpc.com

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

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

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

The petition was signed by Gerald B. Lambourne, manager of the
Company.


JOHN MANEELY: Bank Debt Trades at 21% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which John Maneely
Company is a borrower traded in the secondary market at 78.67
cents-on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.57
percentage points from the previous week, The Journal relates.
The loan matures on Dec. 9, 2013.  The Company pays 325 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

Headquartered in Beachwood, Ohio, John Maneely Company
manufactures steel pipe, hollow structural steel, electrical
conduit products and tubular products at ten manufacturing
facilities in the U.S. and Canada.  The Company is number one or
two in its key product areas: HSS, standard pipe and electrical
conduit.  JMC also enjoys leading market positions in the
galvanized mechanical tube and fittings markets.  Its products are
sold principally to plumbing and electrical distributors.  JMC's
parent, DBO Holdings, Inc., is approximately 55% owned by the
Carlyle Partners IV, LP.

In November 2008, Russian steel producer Novolipetsk Steel
terminated a $3.53 billion agreement to buy DBO Holdings, Inc.,
the corporate parent of John Maneely, from the Carlyle Group.  DBO
Holdings filed a breach-of-contract lawsuit in October 2008
against the Russian steel company in New York federal court
because it was taking too much time to close to deal.


KB TOYS: CE Wins Auction for IP Assets With $2.1MM Bid
------------------------------------------------------
CE Stories has won the auction for KB Toys, Inc.'s trademark,
logos, and Web addresses, Reuters reports, citing Gabe Fried,
founder of Streambank LLC which managed the sale of the KB Toys
intellectual property.

According to Reuters, Mr. Fried said that CE Stores' $2.1 million
bid beat bids from KB Toys' lenders as well as an offer from
retailer Jimmy Jazz.

The auction winds down much of the remaining assets of KB Toys,
says Reuters.  The report states that funds from the auction will
be used to pay off creditors.

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


KEATING CHEVROLET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Keating Chevrolet, Inc.
           dba Mike Young Motor Company
           dba Mike Young Chevrolet
           dba Mike Young Chrysler Dodge Jeep
        1424 N. 24th Street
        Nederland, TX 77627

Case No.: 09-10438

Type of Business: The Debtor operates an automobile dealing
                  business.

Chapter 11 Petition Date: August 6, 2009

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

Debtor's Counsel: Robert E. Barron, Esq.
            P.O. Box 1347
            Nederland, TX 77627
            Tel: (409)727-0073
            Fax: (409) 724-7739
            Email: ecffiling@rbarronlaw.com

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

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

The petition was signed by Michael Young, the company's president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
American Wires                                        $0

American Tire Distributors                            $0

American Press                                        $0

American Heritage Life                                $0

American Express                                      $0

Amanda Frederick                                      $0

Allstate Dealer Services                              $0

Allied Waste Services #862                            $0

Allen Samuels Dodge Katy                              $0

Allen Samuels Chrysler-Dodge                          $0

Alldata                                               $0

Airtight Auto Glass                                   $0

Aetna Small Group Premium                             $0
Collections

Aetna Insurance Company                               $0

Aer Technologies, Inc                                 $0

Advanta Bank Corp                                     $0

ADP Dealer Services                                   $0

Action Glass Co.                                      $0

Ace Imagewear                                         $0


Absolute Equipment Service                            $0
Solutions


LAS VEGAS SANDS: Venetian Macau Bank Debt Trades at 11% Off
-----------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co LLC is a borrower traded in the secondary market at
88.42 cents-on-the-dollar during the week ended Friday, Aug. 7,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
3.00 percentage points from the previous week, The Journal
relates.  The loan matures on May 25, 2013.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 7, among the 137 loans with five or more bids.

Venetian Macau is a wholly owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LEAP WIRELESS: Q2 2009 Net Loss Widens to $61.2 Million
-------------------------------------------------------
Leap Wireless International, Inc., said net loss for the second
quarter ended June 30, 2009, was $61.2 million, compared to a net
loss of $24.6 million for the comparable period of the prior year.
Diluted net loss per share for the second quarter of 2009 was
$0.89, compared to diluted net loss per share of $0.39 for the
comparable period of the prior year. The $0.50 year-over-year
increase in diluted net loss per share reflects roughly $0.37 of
non-recurring loss per share resulting from the Company's
repayment in June 2009 of amounts under its $1.1 billion credit
facility and roughly $0.26 of loss per share due to increased
interest expense from the Company's issuance of senior and
convertible senior notes in June 2008 and June 2009.

Service revenues for the second quarter increased 30% over the
prior year quarter to $541.6 million.  The Company reported
adjusted operating income before depreciation and amortization
(OIBDA) of $137.8 million for the second quarter of 2009, an
increase of roughly $31.1 million, or 29%, over the prior year
period.  Adjusted OIBDA for the Company's existing business was
$191.5 million, an increase of roughly $37 million, or 24%, over
the prior year period.  Operating income for the second quarter
of 2009 was $26.3 million, compared to operating income of
$14.5 million for the second quarter of 2008, an increase of
$11.8 million, or roughly 81%.

As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity.  As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.

"The Company delivered solid financial performance in the second
quarter and for the first half of the year.  We believe this solid
performance reflects our ability to execute on our long-term
strategy.  The rapid transformations taking place within the
wireless industry have not changed our positive long-term view,
but will have an impact on our performance for the balance of
2009, and the outlook for the Company has been revised
appropriately.  Our superior products, state-of-the-art 3G
network, broad and diverse distribution channels and value
leadership supported by our industry-leading cost structure
provide us with a long-term competitive advantage to attract and
retain customers in the wireless marketplace," said Doug
Hutcheson, Leap's president and chief executive officer.

"We believe that the second quarter results reflect the
fundamental strength of our business and underlying cost
structure," said Walter Berger, Leap's executive vice president
and chief financial officer.  "The benefits of our growing scale
are evident in the 29 percent year-over-year increase in adjusted
OIBDA and 44 percent adjusted OIBDA margins delivered by our
existing business.  As we look ahead, we have updated our business
outlook to reflect the investments we intend to make to meet
challenges to our business.  In support of these actions, we also
expect to launch additional productivity and process improvement
initiatives beginning in the second half of 2009 that we believe
will help capture incremental opportunities and cost efficiencies
we have identified and accelerate the benefits of scale we are
experiencing as our business grows.  We believe that our strong
balance sheet, growing cash flows and disciplined focus on cost
management strongly position us to meet the challenges facing our
business and put us at the forefront in an industry where a low
cost structure and strong liquidity are significant competitive
advantages."

                     Updated Business Outlook

The Company has updated its business outlook for fiscal years 2009
and 2010 to reflect its current expectations for customer growth
and financial results as a result of recently emerging challenges
in the competitive environment, actions the Company is taking to
increase the number of customers using its Cricket services, and
the evolving challenges our customers face in the economic
environment.

                 Sale of $1.1-Bil. Notes Due 2016

On June 5, 2009, Leap's subsidiary, Cricket Communications, Inc.,
completed the closing of the sale of $1.1 billion aggregate
principal amount of 7.75% senior secured notes due 2016.  The
Notes are guaranteed on a senior secured basis by Leap and its
indirect wholly owned domestic subsidiaries.  The Notes also will
be guaranteed by any future wholly owned direct or indirect
domestic restricted subsidiaries of Leap that guarantee any
indebtedness of Cricket or of any Guarantor of the Notes.

Leap used a portion of the net proceeds from the Notes offering --
which are estimated to be roughly $1.04 billion after deducting
discounts, commissions and estimated offering expenses -- to repay
all amounts outstanding under Leap's amended and restated credit
agreement that it entered into with Bank of America, N.A., as
administrative agent, and the lenders party thereto on June 16,
2006, together with accrued interest and related expenses,
including a prepayment premium of roughly $17.5 million and a
payment of roughly $8.1 million in connection with the unwinding
of associated interest rate swap agreements.  In connection with
such repayment, Leap terminated the Credit Agreement and the
revolving credit facility thereunder.

Leap said it intends to use the remaining net proceeds of roughly
$133.7 million for general corporate purposes, which could include
the expansion and improvement of its network footprint,
acquisitions of additional spectrum or complementary businesses
and, over the longer term, the deployment of next generation
network technology.  Pending application of the net proceeds, Leap
said it would invest the net proceeds in short-term, investment-
grade, interest-bearing securities

The initial purchasers of the Notes included, among others,
Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Citigroup
Global Markets Inc. Deutsche Bank Trust Company Americas, an
affiliate of Deutsche Bank Securities Inc., was a lender under
Leap's term loan facility under the Credit Agreement and received
a portion of the proceeds of the offering as a result of the
repayment of the term loans under the Credit Agreement.  In
addition, Goldman Sachs Lending Partners, an affiliate of Goldman,
Sachs & Co., Deutsche Bank Trust Company Americas, an affiliate of
Deutsche Bank Securities Inc., and Citicorp North America, Inc.,
an affiliate of Citigroup Global Markets Inc., were lenders under
Leap's undrawn revolving credit facility under the Credit
Agreement, which was cancelled upon the repayment of the term
loans.  Certain of the initial purchasers and their affiliates
have also performed financial advisory, investment banking and
commercial banking services in the ordinary course of business for
Leap, for which they have received customary fees and expenses.

The Notes will mature on May 15, 2016, unless earlier redeemed or
repurchased.

A full-text copy of the Indenture, dated as of June 5, 2009, among
Cricket, the Guarantors and Wilmington Trust FSB, as trustee
(including the form of the 7.75% Senior Secured Note due 2016), is
available at no charge at http://ResearchArchives.com/t/s?3dc0

A full-text copy of the Security Agreement, dated as of June 5,
2009, among Cricket, the Guarantors and Wilmington is available at
no charge at http://ResearchArchives.com/t/s?4129

A full-text copy of the Collateral Trust Agreement, dated as of
June 5, 2009, among Cricket, the Guarantors and Wilmington is
available at no charge at http://ResearchArchives.com/t/s?412a

A full-text copy of the Registration Rights Agreement, dated as of
June 5, 2009, among Cricket, the Guarantors and Goldman and
Deutsche Bank, as representatives of the Initial Purchasers, is
available at no charge at http://ResearchArchives.com/t/s?412b

                        About Leap Wireless

Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN RE LTD: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Petitioner: Lehman Re Ltd.

Chapter 15 Debtor: Lehman Re Ltd.
                   c/o Peter C.B. Mitchell & D. Geoffrey
                   Hunter, Joint Provisional Liquidators
                   PricewaterhouseCoopers Advisory Limited
                   Dorchester House, 7 Church St.
                   Hamilton
                   Bermuda, HM11

Chapter 15 Case No.: 09-14884

Type of Business: The Debtor is a Bermuda-based insurance unit of
                  Lehman Brothers Holdings Inc.

Chapter 15 Petition Date: August 8, 2009

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Chapter 15 Petitioner's Counsel: Gregory M. Petrick, Esq.
                                 gregory.petrick@cwt.com
                                 Ingrid Bagby, Esq.
                                 ingrid.bagby@cwt.com
                                 Cadwalader, Wickersham & Taft LLP
                                 One World Financial Center
                                 New York, NY 10281
                                 Tel: (212) 504-6000
                                 Fax: (212) 993-2747

Estimated Assets: $500 million to $1 billion

Estimated Debts: More than $1 billion


LIN TELEVISION: Moody's Affirms Corporate Family Rating at 'B2'
---------------------------------------------------------------
Moody's Investors Service affirmed LIN Television Corporation's B2
Corporate Family Rating and B2 Probability of Default Rating
following the company's announcement that it has completed an
amendment to its credit facility.  The affirmation reflects
Moody's opinion that the risk of a covenant violation has
diminished and that LIN will maintain modest headroom under the
revised financial maintenance covenants through the end of 2010.
Moody's believes the incremental headroom, the company's cost
reduction efforts and its cash contingency plans collectively
provide greater flexibility to manage through the advertising
downturn.  However, the speculative-grade liquidity rating remains
SGL-4 as Moody's views the projected cushion between the
combination of cash, projected cash flow and unused revolver
capacity to be very modest relative to the company's cash needs.
Loss given default assessments and point estimates have been
updated to reflect LIN's current liability mix.  The rating
outlook remains negative.

LGD Updates:

Issuer: LIN Television Corporation

  -- Senior Secured Bank Credit Facility, Changed to LGD2 - 14%
     from LGD2 - 11% (no change to Ba2 rating)

  -- Senior Subordinated Regular Notes, Changed to LGD5 - 70% from
     LGD4 - 67% (no change to B3 rating)

Moody's anticipates that LIN's revenue and EBITDA will remain
pressured for the remainder of 2009 and into 2010 due to the weak
advertising environment, but expects political advertising to
contribute to revenue growth in the second half of 2010.  Moody's
does not expect LIN's cash interest expense over the next 12
months to change materially from the LTM 6/30/09 run rate of
approximately $48 million.  Moody's estimates that recent debt
reduction and the change in LIN's debt mix -- specifically, the
repurchase of its 6.5% notes in Q4-08 and Q1-09 funded with
revolver borrowings -- will largely mitigate the increase in the
Libor spread on the credit facility to 375 basis points that
occurred in conjunction with the amendment.

The SGL-4 speculative-grade liquidity rating continues to reflect
Moody's view that the company's liquidity remains weak, albeit
modestly improved with the recently completely bank credit
facility amendment.  Moody's estimates that LIN has approximately
$25 million of cash and unused revolver capacity as of June 30,
2009 (factoring in payments made in July to 54 Broadcasting to
settle a license transfer dispute and fees related to the credit
facility amendment) relative to $4 million of required quarterly
term loan amortization and any potential payments to the NBC
Universal joint venture to cover any debt service shortfalls at
that entity.  Moody's believes LIN's free cash flow generation
will be only modestly positive through mid-2010 due to pressure on
earnings but should ramp up somewhat meaningfully due to political
spending in the second half of 2010.  While Moody's anticipates
LIN will remain in compliance with its financial covenants, step
downs in the covenants through the end of 2010 will keep the
cushions modest, with heightened potential risk of a violation in
2011 if the advertising environment does not improve as expected.

The negative rating outlook continues to reflect Moody's concern
that debt-to-EBITDA leverage (approximately 8.9x LTM 6/30/09
incorporating Moody's standard adjustments and including
restructuring costs as a reduction in EBITDA) will remain elevated
for the B2 CFR over the next 12 months and that LIN will maintain
only a modest level of cash, unused revolver capacity and
financial covenant cushion to absorb incremental advertising
weakness.

The last rating action was on December 19, 2008, when Moody's
downgraded LIN's CFR and PDR to B2 from B1, concluding the review
for downgrade initiated on November 3, 2008.

LIN, a wholly-owned subsidiary of LIN TV Corp. headquartered in
Providence, RI, owns and operates and/or programs 27 television
stations, including two stations pursuant to local marketing
agreements, in 17 mid-sized markets in the United States.  In
addition, the company's parent owns 20% of KXAS-TV in Dallas,
Texas and KNSD-TV in San Diego, California, through a joint
venture with NBC Universal.  The company recorded total revenues
of approximately $360 million for the 12-months ending June 2009.


LOS ROBLES CARE: Case Summary & 25 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Los Robles Care Center, Inc.
           aka Cicciari Financial Services, Inc.
        601 North Montgomery Street
        Ojai, CA 93023

Bankruptcy Case No.: 09-13125

Chapter 11 Petition Date: August 5, 2009

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

Judge: Robin Riblet

Debtor's Counsel: Daren Brinkman, Esq.
                  4333 Pk Terr Dr., Suite 205
                  Westlake Village, CA 91361
                  Tel: (818) 597-2992
                  Email: office@brinkmanlaw.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
25 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-13125.pdf

The petition was signed by Samuel T. Eubanks, Jr., president of
the Company.


MAB INC: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: MAB, Inc.
        P.O. Box 22436
        Alexandria, VA 22304

Bankruptcy Case No.: 09-16354

Chapter 11 Petition Date: August 6, 2009

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

Judge: Robert G. Mayer

Debtor's Counsel: Richard J. Stahl, Esq.
                  Stahl Zelloe, P.C.
                  11350 Random Hills, Road, Suite 700
                  Fairfax, VA 22030
                  Tel: (703) 691-4940
                  Fax: (703) 691-4942
                  Email: r.stahl@stahlzelloe.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/vaeb09-16354.pdf

The petition was signed by Margaret Brent, president of the
Company.


MAGNA ENTERTAINMENT: To Sell Shares in Austria-Based Fex Oko
------------------------------------------------------------
Carla Main at Bloomberg News reports that Magna Entertainment
Corp. is asking the U.S. Bankruptcy Court for the District of
Delaware for permission to sell the stock in Fex Oko-
Faservarbeitungs-GmbH.  The shares of Fex Oko are owned by a non-
bankrupt unit of Magna Entertainment.  According to Court filings,
Neusied-Zeya, Austria-based Fex Oko manufactures Strufex, "an
environmentally friendly horse bedding."

Bloomberg recounts that after acquiring Fex Oko in 2004, a Magna
unit bought land for manufacturing and entered into a licensing
agreement for the product, Fex Straw, which had sales of
$1.2 million in 2008.  Fex Oko stock isn't the property of the
bankruptcy estate because all of the stock is owned by a non-
debtor subsidiary, Magna argues in court papers.

The motion is set for a hearing on Aug. 26.  Objections are to be
filed by Aug. 19.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGUIRE PROPERTIES: Discloses Imminent Loan Default
---------------------------------------------------
Christina S.N. Lewis at The Wall Street Journal reports that
Maguire Properties Inc. has notified the mortgage holders of seven
buildings that it expected imminent default on $1.06 billion in
loans and is planning to surrender control of the properties.

The seven buildings represent 20% of Maguire's portfolio, The
Journal says.

The Journal relates that the buildings are worth less then their
mortgages and aren't generating enough cash to pay debt service
and finance leasing expenses.  According to The Journal Maguire
Properties founder Robert Maguire purchased the properties on the
assumption that rents would continue rising.  Instead, vacancy
rate in Orange County hovers around 20%, up from 6% three years
ago, The Journal says, citing Maguire Properties.  The Journal,
citing Moore Stephens Wurth Frazer & Torbet's administrator John
Metzen, says that Maguire Properties cut its initial rent offer by
about 20% to $25 per square foot and offered these incentives:
footing the bill for the space's renovation and charging a $10,000
monthly rent for the first year.  Moore Stephens is an accounting
firm that signed a $3.35 million, seven-year lease a few months
ago for 19,000 square feet of space in a Maguire-owned building in
California.

Maguire Properties CEO Nelson Rising, The Journal states, said
that the Company could restructuring the debt on six of the
buildings, located in Orange County and Los Angeles, but the most
likely scenario is that the mortgage holders will take over the
properties and try to sell them.  The Journal relates that Maguire
Properties already has a deal to turn over one of the buildings,
Park Place One, to LBA Realty, while the debt on the other six
properties was packaged by Wall Street firms and sold as
commercial mortgage backed securities to dozens of institutional
investors.  Maguire Properties would work closely with the
servicers of that debt to transfer control of the buildings, The
Journal states, citing Mr. Rising.  The Journal notes that Mr.
Rising's plan has been to sell or give back to lenders troubled
properties and shore up the Company's balance sheet until it is
able to raise capital.

Mr. Rising said that it would have cost Maguire Properties about
$31 million a year to keep the seven buildings because they
weren't generating enough money to pay these and other expenses
and debt service, The Journal relates.  Maguire Properties,
according to The Journal, will take a $345 million charge on the
properties' loss in value.

According to The Journal, Mr. Rising has been able to cut Maguire
Properties' debt by $1.6 billion, but the Company still has about
$3.5 billion in debt, an amount that some analysts say exceeds the
value of the Company's remaining properties.

Maguire Properties, Inc. -- http://www.maguireproperties.com-- is
the largest owner and operator of Class A office properties in the
Los Angeles central business district and is primarily focused on
owning and operating high-quality office properties in the
Southern California market.  Maguire Properties is a full-service
real estate company with substantial in-house expertise and
resources in property management, marketing, leasing,
acquisitions, development and financing.

As of March 31, 2009, the Company reported $5,116,386,000 in
assets and $5,173,046,000 in liabilities, resulting in total
stockholders' deficit of $51,373,000.


MARYLAND ECONOMIC: Moody's Cuts Ratings on 2003 Bonds to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the
rating on the Maryland Economic Development Corporation Student
Housing Revenue Bonds (Bowie State University Project) Series
2003.  Rating outlook remains negative.  Approximately $20 million
of the original $21.47 million of bonds remains outstanding.  This
rating action is primarily due to Moody's assessment of MBIA Inc.
and MBIA Insurance Corporation (currently rated Ba3/ NEG and B3 /
NEG, respectively), which hold the debt service reserve fund of
the Bowie State University Project in a collateralized Guaranteed
Investment Contract.  Non-performance of the GIC provider is a
risk to bondholders in transactions where bond payments rely
wholly or partially on a GIC.  This is because there could be a
need for the Trustee to draw on the debt service reserve fund
during the time when the GIC provider is in bankruptcy and its
assets are subject to an automatic stay under the U.S. Bankruptcy
code.

Recent Developments:

Based on the audited financial statements ending June 30, 2008,
the project's financial performance slightly improved from the
prior year, yet remains weak, as demonstrated by the low debt
service coverage level of 1.08x.  Several expenses, such as
student life and management fees are subordinated and are not
included in the debt service coverage calculations.  In an effort
to reduce the continuing bad debt situation at the project,
student residents who wish to pay rent with financial aid are able
to direct the University to send a portion of their financial aid
directly to the property manager to pay for their rental expenses.
Additionally, rent is now payable upfront and by semester.
According to management the bad debt expense was significantly
reduced to approximately 3% of revenues in FY2009.

Occupancy has remained high at approximately 98% for the fall 2008
and spring 2009, and has always been near such levels since the
project opened in September 2004.  The average rent increase was
approximately 8.5% and 8.4% for FY2008 and FY2009, respectively.
Despite the rent increase, occupancy is not expected to be
affected due to the lack of comparably priced off-campus housing
available nearby.

Credit Strengths:

  -- Consistently high occupancy (approximately 98% in fall 2008
     and spring 2009) reflecting adequate demand for student
     housing, partially due to provided amenities which are
     superior to those at the University's own housing.

  -- Involvement of the University to mitigate the bad debt
     associated with collections by allowing students to direct
     the University to send their financial aid funds directly to
     the project to cover the rent.

  -- Strong oversight by MEDCO, as both issuer for the bonds and
     owner of the project.

Credit Challenges:

  -- The Project's debt service reserve fund is invested in a
     collateralized Guaranteed Investment Contract with MBIA Inc.
     and MBIA Insurance Corporation (currently rated Ba3/ NEG and
     B3 / NEG, respectively).  Non-performance of the GIC provider
     is a risk to bondholders in transactions where bond payments
     rely wholly or partially on a GIC.

  -- Audited financial statements for fiscal year ending June 30,
     2008 reflected slightly improved, albeit still low 1.08x debt
     service coverage.

  -- Absence of a long-term financial or legal commitment from the
     University, the University System of Maryland (rated Aa2), or
     the State of Maryland (rated Aaa).

                             Outlook

The negative rating outlook reflects the possibility of a further
downgrade if the project's financial position does not
significantly improve in the near term.

                 What could change the rating -- UP

  -- Replacement of the debt service reserve fund GIC with an
     appropriate rated GIC provider.

  -- A substantial increase in debt service coverage.

               What could change the rating -- DOWN

  -- Continued weak financial performance.

The last rating action was on July 17, 2009, when the Moody's
placed the Ba2 rating on Watchlist for potential downgrade on the
Series 2003 bonds.


MARYLAND ECONOMIC: Moody's Cuts Student Housing Bonds to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa3 rating
on the Maryland Economic Development Corporation Student Housing
Revenue Bonds (Salisbury University Project) Series 2003.  This
rating action affects approximately $15.035 million of debt
outstanding.  This rating action is primarily due to Moody's
assessment of MBIA Inc. and MBIA Insurance Corporation (currently
rated Ba3/ NEG and B3 / NEG, respectively), which hold the debt
service reserve fund of the Salisbury University Project in a
collateralized Guaranteed Investment Contract.  Non-performance of
the GIC provider is a risk to bondholders in transactions where
bond payments rely wholly or partially on a GIC.  This is because
there could be a need for the Trustee to draw on the debt service
reserve fund during the time when the GIC provider is in
bankruptcy and its assets are subject to an automatic stay under
the U.S. Bankruptcy code.

Recent Developments:

The 312-bed project known as Phase II of the University Park
Apartments, continues to maintain strong occupancy and sound
financial performance, as demonstrated by the FY2008 audited
financial statements.  Based on the audited financial statements
as of June 30, 2008, the project's operations in fiscal year 2008
resulted in a strong debt service coverage ratio of 1.30x
(excluding all subordinated expenses and the reserve for
replacements expenditures), which represents a slight decrease
from the 1.36x debt service coverage achieved in 2007 due solely
to a decline in interest income.  Management has been able to
successfully increase rents by approximately 10% for academic year
2008-09 without impacting the demand for student housing.
Occupancy has remained at 100% and management reports all units
are currently leased for the Fall 2009 semester.  Enrollment at
Salisbury University has been growing, with approximately 5%
projected increase in 2009 from the prior year in total full-time-
equivalent students.

The Reserve for Replacements accounts is currently funded at
$235,258.

Credit Strengths:

  -- Consistently high occupancy of 100% for Phase II since the
     project opened in Fall 2004.  Management reports that rental
     rates were increased an average of 6% for FY2010 and that the
     project has 100% occupancy for the upcoming Fall semester.

  -- Experienced property manager Allen O'Hara Education Services,
     LLC, who has been successful in increasing rents by
     approximately 10% in the 2008 - 09 academic year without any
     negative impact on the demand for student housing.  Allen
     O'Hara is the also the property manager for the Phase I
     project.

  -- Strong oversight by MEDCO, as both issuer for the bonds and
     owner of the project.

Credit Challenges:

  -- The Project's debt service reserve fund is invested in a
     collateralized Guaranteed Investment Contract with MBIA
     Inc. and MBIA Insurance Corporation (currently rated Ba3/
     NEG and B3 / NEG, respectively).  Non-performance of the GIC
     provider is a risk to bondholders in transactions where bond
     payments rely wholly or partially on a GIC.

  -- There is substantial competition from nearby University
     Village, a 592-unit rental apartment building targeting
     students from Salisbury University.  However, this
     competition is mitigated by the fact that certain services
     provided to University Park by Salisbury University, such as
     a shuttle bus service, internet service, and active promotion
     of this privatized student housing project to its students
     are not made available to University Village.  Potential
     competition may arise from any future developments by the
     University.

  -- Absence of a long-term financial or legal commitment from the
     University, the University System of Maryland (rated Aa2), or
     the State of Maryland (rated Aaa).

                             Outlook

The rating outlook has been revised to negative.  The negative
outlook at the Ba2 rating level reflects the potential downward
pressure on the rating in the event of deteriorating financial
performance of the project or a downgrade of the debt service
reserve fund GIC provider.  While the project is currently
performing well, a substantial decline in demand would negatively
impact the debt service coverage, and may necessitate the use of
the debt service reserve fund to pay debt service on the bonds.

                What could change the rating -- UP

  -- Replacement of the debt service reserve fund GIC with an
     appropriate rated GIC provider.

  -- A substantial increase in debt service coverage.

               What could change the rating -- DOWN

  -- Declining demand for the project thereby reducing net
     operating income with negative impact on debt service
     coverage.

The last rating action was on July 17, 2009, when the Moody's
maintained the Baa3 rating on Watchlist for potential downgrade on
the Series 2003 bonds.


MAUI LAND: June 30 Balance Sheet Upside-Down by $34.8 Million
-------------------------------------------------------------
Maui Land & Pineapple Co.'s balance sheet at June 30, 2009, showed
total assets of $182,550,000 and total liabilities of
$217,430,000, resulting in a stockholders' deficit of $34,880,000.

For the six months ended June 30, 2009, the Company incurred a net
loss of $67.4 million and had negative cash flows from operations
of $15.1 million.  At June 30, 2009, the Company had amounts
outstanding under borrowing agreements of $102 million; and
$10.7 million available under existing lines of credit and
$1.5 million in cash and cash equivalents.  As a result of the
continued poor operating results in 2009, the Company also had
negative working capital of $42.7 million and a deficiency in
stockholders' equity.  The Company's near term cash outlook is
highly dependent on the conclusion of real estate sales and
various other transactions, the timing of which are uncertain.

The Company said that there is substantial doubt about its ability
to continue as a going concern.

In March 2010, $58.8 million of borrowings under the Company's two
lines of credit are scheduled to mature.  The lines of credit have
financial covenants requiring, among other things, a minimum of
$10 million in liquidity and a limitation on new indebtedness.  As
of June 30, 2009, the Company's liquidity was $12.2 million.  The
Company's ability to meet its financial covenants is highly
dependent on selling certain real estate assets in a difficult
market.  If the Company is unable to sell those real estate
assets, it would likely be out of compliance with the financial
covenants as of Dec. 31, 2009.  If the Company is unable to meet
its financial covenants or to extend the maturity date of its
lines of credit resulting in the borrowings becoming immediately
due, the Company would not have sufficient liquidity to repay such
outstanding borrowings.  In addition, the Company is obligated to
purchase the spa, beach club improvements and the sundry store
from Kapalua Bay Holdings at actual construction costs of
approximately $35 million.

The Company is currently negotiating the terms of the purchase of
the improvements with the members of Bay Holdings to fund a
portion of the purchase price in 2009, with the remaining purchase
price to be paid at a later date.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4128

Maui Land & Pineapple Company, Inc. (NYSE:MLP) consists of a
landholding and operating parent company and its principal
subsidiaries, including Maui Pineapple Company, Ltd., and Kapalua
Land Company, Ltd.  The Company operates in three segments:
Agriculture, Resort and Community Development.


MDRNA INC: June 30 Balance Sheet Upside-Down by $953,000
--------------------------------------------------------
MDRNA, Inc.'s balance sheet at June 30, 2009, showed total assets
of $15,735,000 and total liabilities of $16,688,000, resulting in
a stockholders' deficit of $953,000.

For three months ended June 30, 2009, the Company posted a net
loss of $7,532,000 compared with a net loss of $14,331,000 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $251,000 compared with a net loss of $30,849,000 for the same
period in 2008.

As of June 30, 2009, the Company had an accumulated deficit of
$255.2 million and expect to incur additional losses in the future
as it continues its research and development activities.

At June 30, 2009, the Company had working capital of $6.4 million
and $9.4 million in cash and cash equivalents, including
$1.5 million in restricted cash.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?40f7

                        Going Concern Doubt

On April 8, 2009, KPMG LLP in Seattle, Washington raised
substantial doubt about MDRNA, Inc.'s ability to continue as a
going concern after auditing the Company's financial results for
the years ended December 31, 2008, and 2007.  The auditor noted
the Company's recurring losses, recurring negative cash flows from
operations, and an accumulated deficit.

                         About MDRNA Inc.

Bothell, Washington-based MDRNA, Inc. (MRNA) --
http://www.mdrnainc.com-- is a biotechnology company focused on
the development and commercialization of therapeutic products
based on RNA interference (RNAi).


MEDCLEAN TECH: June 30 Balance Sheet Upside-Down by $323,000
------------------------------------------------------------
MedClean Technologies Inc.'s balance sheet at June 30, 2009,
showed total assets of $2,023,620 and total liabilities of
$2,347,493, resulting in a stockholders' deficit of $323,873.

For the three months ended June 30, 2009, the Company posted a net
loss of $2,668,159 compared with a net loss of $1,510,620 for the
same period in 2008.

For the six months ended June 30, 2009, the company posted a net
loss of $4,551,885 compared with a net loss of $3,034,415 for the
same period in 2008.

The Company said that its incurred substantial recurring losses
raised substantial doubt about its ability to continue as a going
concern.

The Company has available cash and cash equivalents of $166,191 at
June 30, 2009, which it intends to utilize for working capital
purposes and to continue developing its business.  To supplement
its cash resources, the Company has been pursuing a number of
alternative financing arrangements with various investment
entities.  The Company is currently looking to secure additional
working capital to provide the necessary funds for it to execute
its business plan through various sources, including bank
facilities, bridge loans and equity offerings.   In the event the
Company is unable to continue as a going concern it may pursue a
number of different options, including, but not limited to, filing
for protection under the federal bankruptcy code.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4127

MedClean Technologies, Inc. (OTC:MCLN) aka Aduromed Industries,
Inc., is in the business of providing solutions for managing
medical waste on site including designing, selling, installing and
servicing on site turnkey systems to treat regulated medical
waste.  The Company provides these systems to hospitals and other
medical facilities as efficient, safe, cost effective and legally
compliant solutions to incineration, off site hauling of untreated
waste and other alternative treatment technologies and
methodologies.  MTI's principal products are the MedClean series
systems.  Also effective January 2, 2009, the Company merged its
former wholly owned subsidiary, Aduromed Corporation, with and
into the Company.


MERIDIAN AUTOMOTIVE: To Wind Down Assets Under Chapter 7
--------------------------------------------------------
Meridian Automotive Systems, Inc. filed a petition for liquidation
under Chapter 7 before the U.S. Bankruptcy Court for the District
of Delaware

In its resolution authorizing the voluntary Chapter 7 filing, the
board of directors of Meridian said, "[I]t is desirable and in the
best interests of the corporation, its creditors, shareholders and
other interested parties that the corporation proceed with an
orderly wind-down and liquidation of the corporation and its
domestic subsidiaries."

Under Chapter 7, the company stops all operations and goes
completely out of business.  A trustee is appointed to "liquidate"
the company's assets and the money is used to pay off the debt,
which may include debts to creditors and investors.

Meridian said in its petition that assets and debts are between
$100 million to $500 million, and that the number of creditors is
between 1,000 and 5,000.

In a court filing, Meridian says that entities that directly or
indirectly own 10% or more of its equity interests are GE Capital
Corporation, Grand Central Asset Trust, CMF Series, Monarch Master
Funding Ltd., and Sola Ltd.

Meridian's counsel, Young Conaway, may be reached at:

   John D. McLaughlin, Jr.
   Young, Conaway, Stargatt & Taylor
   The Brandywine Bldg., 17th Floor
   1000 West Street
   P.O. Box 391
   Wilmington, DE 19899-0391
   Tel: (302)-571-6600
   Fax: (302) 576-3316
   E-mail: bankfilings@ycst.com

Meridian becomes at the least the 23rd U.S. auto-parts maker to
seek bankruptcy protection in the last year, according to data
compiled by Bloomberg News.  The list includes billion-dollar
filers Visteon Corp., Lear Corp. and Cooper-Standard Holdings Inc.

                 About Meridian Automotive Systems

Based in Allen Park, Michigan, Meridian Automotive Systems Inc. --
http://www.meridianautosystems.com/-- supplies front and rear end
modules, lighting, exterior composites, console modules,
instrument panels and other interior systems to automobile and
truck manufacturers.

Meridian Automotive Systems, together with eight affiliates, filed
for Chapter 7 protection on August 7, 2009 (Bankr. D. Del. Case
No. 09-12806).  Attorneys at Foley & Lardner LLP and Young,
Conaway, Stargatt & Taylor serve as bankruptcy counsel to the
Debtors.  This is the second bankruptcy filing by the Company in
just over 4 years.

Meridian and its affiliates filed for Chapter 11 protection on
April 26, 2005 (Bankr. D. Del. Case Nos. 05-11168 through
05-11176).  Young Conaway Stargatt & Taylor, LLP, represented the
Debtors in their restructuring efforts.  In its Chapter 11
petition, Meridian listed $530 million in total assets and
approximately $815 million in total liabilities.  The Hon. Mary
Walrath confirmed the Debtors' Chapter 11 plan on December 6,
2006.  The Debtors emerged from bankruptcy December 29, 2006.  The
Plan cut debt by $470 million.


MICHAELS STORES: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 84.05 cents-
on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.59
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of Jan. 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in a
$2.88 billion in stockholders' deficit.  For fiscal year 2008 -
ended Jan. 31, 2009 -- the Company posted a $5 million net loss on
$3.81 billion in net sales.


MIDWAY GAMES: Wants Plan Deadline Moved to September 29
-------------------------------------------------------
Midway Games Inc. and its affiliates ask the Bankruptcy Court to
extend their exclusive period to file a Chapter 11 plan by 50
days, through September 29, 2009.  The Debtors also ask the Court
to extend the corresponding period to solicit acceptances of a
Chapter 11 plan through November 30.

On July 10, 2009, Midway and its U.S. units completed their sale
of substantially all of their assets to Warner Bros. Entertainment
Inc. in a sale approved by the Court on July 1.  The aggregate
gross purchase price is approximately $49 million, including the
assumption of certain liabilities.

On August 6, 2009, the Debtors filed a motion to sell their equity
interests of its Midway Home Entertainment Inc. unit in certain
subsidiaries outside the U.S.  The sale will result in a payment
of $1.7 million to Midway Home Entertainment.

On August 6, the Debtors also filed a motion to approve a private
sale of THQ Inc. of substantially all of the remaining assets used
in connection with and arising out of the operation of Midway Home
Entertainment's video game design and development business
conducted at the studio located in San Diego, California.  THQ has
agreed to pay $200,000 cash and offer employment to not less than
40 employees of the San Diego studio.

The Debtors explain that upon the Court's approval of the pending
sale motions and the anticipated sale closings by the latter part
of August, the Debtors will be in a better position to continue
and finalize substantive negotiations with their major creditor
constituencies with respect to a proposed Chapter 11 plan of
liquidation.  Once the August 11, 2009 governmental bar date has
passed, the Debtors intend to review the filed claims in an effort
to identify any issues that may need to be dealt with in the
confirmation process.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  David W. Carickhoff, Jr., Esq., Michael David
Debaecke, Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome
LLP, represent the Debtors in their restructuring efforts.  The
Debtors proposed Lazard as their investment banker, Dewey &
LeBoeuf LLP as special counsel, and Epiq Bankruptcy Solutions LLC
as claims agent.


MIDWAY GAMES: To Sell Interests in Foreign Units for $1.7MM
-----------------------------------------------------------
Midway Games Inc. and its affiliates ask for permission from the
Bankruptcy Court to sell their equity interests of its Midway Home
Entertainment Inc. unit in:

     (A) Midway Games sAS, a French societe par actions
         simplifiee, and Midway Games Limited, and English limited
         liability private company, to Spiess Media Holding UG,
         pursuant to a stock purchase agreement; and

     (B) Midway Games GmbH, a limited liability company regustered
         under the commercial registry of the Local Court
         Amtsgericht) of Munich, to F+F Publishing GmbH pursuant
         to another stock purchase agreement.

Following the recent sale of key assets to Warner Brothers
Entertainment Inc., the Debtors have been in the process of
marshaling and managing remaining assets.  Other than the proposed
purchasers, there were no other parties interested in the Foreign
Subsidiaries.

Aside from the three units to be sold in the private sales, other
foreign subsidiaries of Midway include Midway Studios-NewCastle
Ltd. in the U.K.; Midway Australia Holdings Pty Ltd. in Victoria,
Australia; Ratbag Pty Ltd. in South Australia; Midway Games Canada
Corp. in Nova Scotia; and K.K. Midway Games in Japan.  Newcastle
is subject to insolvency proceedings and previously operated as a
studio and a developer of video games.  The other foreign
subsidiaries are not currently subject to insolvency proceedings
in any location, and primarily distribute the Debtors' products
overseas.

                           Terms of Sale

Spiess Media is a German enterprise company with limited liability
formed by Martin Spiess for the purchase of the shares of Midway
SAS and Midway Limited.  Mr. Spiess has served as the Executive
Vice President - International for Midway Limited since April
2008.

F+F Publishing GmbH is a German limited liability company
primarily in the business of distributing video games and other
products to retailers.  F+F Publishing has been operated for
several years by Uwe Furstenberg and Hans Meyer, the sole
shareholders of F+F.

Messrs. Furstenberg and Meyer are current members of management of
Midway GmbH.

The two private sales will yield a total consideration of
$1.7 million to Midway Home Entertainment.

Spiess Media will pay EUR1 for all of MHE's shares in Midway SAS
and Midway Limited.  F+F Publishing will pay EUR1 for all of MHE's
shares in Midway GmbH.

As a condition to closing, MHE and Midway Games on the one hand
and Midway SAS, Midway Limited and Midway GmBH on the other will
enter into an intercompany claims agreement to resolve certain of
their intercompany obligations.  Pursuant to the agreement, Midway
Limited will pay to MHE $1,700,000.

The Bankruptcy Court will convene a hearing to consider approval
of the sale of the Shares on Aug. 18.  Objections must be filed by
Aug. 14.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed their sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is approximately $49 million,
including the assumption of certain liabilities.


MIDWAY GAMES: To Sell San Diego Design Business to THQ
------------------------------------------------------
Midway Games Inc. and its affiliates ask the Bankruptcy Court to
approve a private sale to THQ Inc. of substantially all of the
remaining assets used in connection with and arising out of the
operation of Midway Home Entertainment's video game design and
development business conducted at the studio located in San Diego,
California.  THQ has agreed to pay $200,000 cash and offer
employment to not less than 40 employees of the San Diego studio.

Following the recent sale of key assets to Warner Brothers
Entertainment Inc., the Debtors have been in the process of
marshaling and managing remaining assets.  The business conducted
at the San Diego studio, which remained after the WBEI sale,
consisted primarily of the design and development team working on
the TNA Wrestling video game.

Although several parties expressed interest in an acquisition of
the business in San Diego, none of these parties had progressed to
the point of any certainty that a transaction could be completed.
Therefore, on July 1, 2009, the Debtors gave the required 60-day
notice under the federal Worker Adjustment and Retraining
Notification Act of 1988 to the design team at the studio and
certain other employees totaling 99 employees.

                          Terms of Sale

Sold assets include tangible personal property; pre-existing
tools, software and code; all digital assets pertaining to game
development; intellectual properties; certain licenses; and
infringement claims.  The License Agreement effective as of
September 15, 2005, between TNA Entertainment LLC and MHE, as
amended, and the completed TNA iMPACT! Wrestling game and third
party development contracts for the development of handlheld
versions of that game are excluded assets under the Purchase
Agreement.

THQ will pay $200,000 cash plus any cure amounts associated with
the assumption of contracts.

THQ will make offers of employment to not less than 40 employees
of the San Diego studio.

In the event the purchase agreement is terminated, the Debtors
have agreed to reimburse to THQ up to $50,000.

Closing will occur not later than September 4, 2009.

The Debtors say that the purchase agreement reached with THQ, an
experienced and financially strong buyer, has very few conditions
to closing.

The Court will consider approval of the sale at the hearing
scheduled for August 18.  Objections are due August 14.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.


MOBILE BAY: Can Hire Paul and Smith as Attorneys
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
authorized Moblie Bay Investments LLC to employ Paul and Smith,
P.C., as attorneys to assist the Debtor in carrying out its duties
under the Bankruptcy Code.

C. Michale Smith, Esq., and Suzanne Paul, Esq., attorenys of the
firm, both charge $225 per hour for this engagement.

The Debtor assured the Court that the firm does not hold or
represent an interest adverse to the estate, and is disinterested
persons as that term is defined in Section 101(14) of the
Bankruptcy Code.

Based in Mobile, Alabama, Mobile Bay Investments L.L.C. files for
Chapter 11 protection on July 22, 2009 (Bankr. S.D.N.Y. Case No.
09-13322).  When the Debtor sought protection from its creditors,
it both listed assets and debts between $10 million and
$50 million.


MURPHY ROAD: Case Summary 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Murphy Road Partnership, LLC
        108 Stekoia Lane, Suite 103
        Knoxville, TN 37912

Bankruptcy Case No.: 09-34248

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Email: ltarpy@htandc.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/tneb09-34248.pdf

The petition was signed by Victor Jernigan, chief manager of the
Company.


NEIMAN MARCUS: Bank Debt Trades at 15% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 84.54
cents-on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.69
percentage points from the previous week, The Journal relates.
The loan matures on April 6, 2013.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a Caa1 Corporate Family Rating and Caa1
Probability of Default Rating from Moody's Investors Service.


NIELSEN COMPANY: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which The Nielsen
Company B.V. is a borrower traded in the secondary market at 94.60
cents-on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.00
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2016.  The Company pays 375 basis
points above LIBOR to borrow under the facility.  The bank debt is
not rated by Moody's, while it carries Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 7, among the 137 loans with five or more bids.

Active in approximately 100 countries, with headquarters in
Haarlem, The Netherlands and New York, USA, The Nielsen Company
B.V. is a global information and media company.

Nielsen Company carries a 'B2' long term corporate family rating
from Moody's, 'B' issuer credit rating from standard & Poor's, and
'B' issuer default rating from Fitch.


NORANDA ALUMINUM: Board Approves Amendment to By-laws
-----------------------------------------------------
Noranda Aluminum Holding Corporation reports that on August 3,
2009, the Company's Board of Directors approved an amendment to
the Company's by-laws.  The amendment provides that:

     (i) A quorum of directors shall include at least one Apollo
         representative so long as there is at least one Apollo
         representative on the Board of Directors; and

    (ii) this bylaw may not be amended, modified, or replaced
         without the approval of no less than two-thirds of the
         Directors including at least one Apollo representative if
         there is at least one Apollo representative on the Board
         of Directors.

A full-text copy of the Company's Amended and restated bylaws
dated August 3, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?4105

                      About Noranda Aluminum

Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008.  The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products.  Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.

As reported by the Troubled Company Reporter on July 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. to 'CCC+' from 'SD'.  The
outlook is developing.


NORANDA ALUMINUM: Moody's Confirms 'Caa1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Noranda Aluminum Holding
Corporation's Caa1 Probability of Default rating, Caa1 Corporate
Family Rating, and Caa3 senior unsecured notes rating.  At the
same time, Moody's confirmed Noranda Aluminum Acquisition
Corporation's B2 senior secured revolver and senior secured term
loan ratings and its Caa2 senior unsecured notes rating.  The
speculative grade liquidity rating remains SGL-3 and the rating
outlook is stable.  This concludes the review initiated on
January 30, 2009, and continued on April 2, 2009.

The confirmation of the Corporate Family Rating reflects the
conclusion of Noranda's negotiations with its insurance companies
regarding settlement of claims relating to the ice damage at New
Madrid and the receipt of $67.5 million in proceeds.  The smelter
is now operating at just under 60%, the restart continues to
proceed well, and the company indicates that proceeds received are
sufficient to fully restore operations.

Noranda's Caa1 corporate family rating reflects the current
operational and earnings challenges given the low level of
aluminum demand and its corollary effect on prices.  Given the
nature of the company's business as a margin on metal construct,
volume levels are critical to performance.  Although the company
has restored approximately 60% of its potlines following the
outage at its New Madrid smelter in January 2009, which impacted
roughly 75% of capacity, operating inefficiencies remain although
as the potlines come back on stream this will continue to ease.
Cost challenges continue, although cost reduction programs
implemented are providing savings.  In addition, cash production
costs in the upstream operations exceeded realized prices for the
first six months of 2009.  At current aluminum prices performance
should improve however, the sustainability of current prices
remains questionable given continued weak demand levels in all end
markets.  Moody's notes that Noranda will be acquiring its joint
venture partner's (Century Aluminum) interests in Gramercy Alumina
LLC and St Ann Bauxite LLC (51% interest in St.  Ann held by the
Government of Jamaica).  This has no impact on the rating although
over the medium to longer term sole ownership of Gramercy could
provide strategic benefits.

The rating also considers Noranda's limited size, dimensioned by
its single smelter operation and four rolling mills, its high
leverage (as evidenced by the debt/EBITDA ratio of roughly 18x at
June 30, 2009 -- EBITDA adjusted for non-cash gains and losses)
following the 2007 acquisition by Apollo and subsequent issuance
of Holdco debt, the high absolute debt level at roughly
$1.1 billion, and its higher cost base compared to some of its
larger competitors.  Although the company has downstream
fabricating operations, their contribution, while historically
stable, is relatively modest compared with the degree of leverage
the company has to the performance of its primary upstream
aluminum operations.  However, the low volume levels in both the
upstream and downstream operations and overall cost position
continue to contribute to modest income and EBITDA and this is
expected to continue until significant improvement in market
demand is evidenced.  However, the rating acknowledges the
company's favorable hedge position on its primary production and
the ability to monetize its hedge book to provide cash.  Through
June 30, 2009, Noranda has monetized approximately $71 million of
its hedge book to repurchase roughly $240 million of debt.
Moody's views all such repurchases as distressed exchanges.  The
rating also incorporates the favorable maturity profile with no
debt due until 2013 and lack of maintenance financial covenants.

While a number of aluminum producers have curtailed production,
global aluminum production still remains well above demand levels
and some production capacity in China as well as elsewhere is
being restarted.  Inventory levels have continued to grow and at
approximately 109 days represent around 14% of global demand.
Moody's have not seen significant sustainable improvement in
underlying demand and expect therefore that prices will remain
pressured.  As a consequence, Noranda's performance will remain
challenged.

The stable outlook reflects the company's acceptable liquidity
position, which includes its hedging position through 2012 and the
likely cash to be recognized from this position.  The outlook also
reflects the receipt of $67.5 million in insurance proceeds, which
the company has indicated is sufficient to restore the potlines at
New Madrid.  New Madrid is currently operating above 55% of
capacity.

Outlook Actions:

Issuer: Noranda Aluminum Acquisition Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Noranda Aluminum Holding Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Noranda Aluminum Acquisition Corporation

  -- Senior Secured Bank Credit Facility, Confirmed at B2, LGD-2,
     24%

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Caa2,
     LGD-5, 76%

Issuer: Noranda Aluminum Holding Corporation

  -- Probability of Default Rating, Confirmed at Caa1

  -- Corporate Family Rating, Confirmed at Caa1

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Caa3,
     LGD-6, 95%

Moody's last rating action on Noranda Aluminum Holding Corporation
and Noranda Aluminum Acquisition Corporation was on April 2, 2009,
when the ratings were downgraded and the review for possible
further downgrade was continued.

Headquartered in Franklin, Tennessee, Noranda generated revenues
of $941 million for the twelve months ended June 30, 2009.  It
operates in two business segments: primary aluminum and
downstream.


NORANDA ALUMINUM: Swings to $12.1MM Second Quarter 2009 Net Loss
----------------------------------------------------------------
Noranda Aluminum Holding Corporation said second quarter 2009 net
loss was $12.1 million, compared with a $44.3 million net income
in first quarter 2009, and a $3.5 million net income for second
quarter 2008.  Net income for the first six months of 2009 was
$32.2 million, compared to $20.7 million in second quarter 2008.

Operating income in second quarter 2009 was $12.4 million,
compared to an $85.2 million operating loss in first quarter 2009
and a $35.0 million operating profit in second quarter 2008.
Operating loss in the first six months of 2009 was $72.8 million,
compared to operating income of $76.9 million in the first six
months of 2008.  The decrease relates to gross margin (sales minus
cost of sales) reductions of $139.7 million, as well as a
$3.8 million decrease in selling, general and administrative and
other expenses.

Consolidated sales in second quarter 2009 were $157.7 million,
representing a 4.0% decrease from first quarter 2009 and a 54.6%
decrease from second quarter 2008.  Year-to-date revenues were
$322.0 million.

At June 30, 2009, the Company had $1.73 billion in total assets;
$123.7 million in total current liabilities, $1.10 billion in
long-term debt, $128.9 million in pension liabilities,
$35.5 million in other long-term liabilities, $303.4 million in
deferred tax liabilities, $2.0 million in common stock subject to
redemption; and $36.6 million in shareholders' equity.

                             Liquidity

Operating cash flows provided $108.1 million in the first six
months of 2009, compared to $100.6 million provided during the
first six months of 2008.  Adjusted EBITDA was $33.6 million for
second quarter 2009 and $41.2 million for the first six months of
2009, compared to $80.3 million for second quarter 2008 and
$165.0 million for first six months 2008.  The 2009 year-to-date
results reflect the continued impact of the global economic
contraction that began in the second half of 2008.  The
improvement in operating cash flows is primarily attributable to
the Company's efforts to drive productivity by reducing expenses
and managing working capital and to manage its financial
structure.  Operating cash flow for 2009 includes $70.1 million
from hedge terminations under the hedge settlement agreement and
$18.1 million generated through reductions of working capital,
excluding the impact of $34.1 million insurance receivable.  The
improvements were realized despite a $16 million unfavorable
working capital impact from the power outage, driven primarily by
higher than normal alumina and metal inventories.

Management believes cash flows from operating activities,
including the proceeds from the insurance claim, together with
cash and cash equivalents, will be sufficient to meet the
Company's short-term liquidity needs, including restoring its New
Madrid smelter to full capacity.  Cash flows from operating
activities are also supported by favorable aluminum hedge
positions.  Despite monetizing a portion of the Company's hedges
to deleverage the balance sheet, Noranda continues to have
attractive aluminum hedge positions.  In addition to proceeds
received from settling hedges to repurchase debt, Noranda received
$56.1 million of net hedge settlements on fixed-price aluminum
sale swaps during the first six months of 2009 compared to
$8.2 million paid during the comparable 2008 period.

During the first six months of 2009, the Company entered into
fixed-price aluminum purchase swaps to lock-in the value of a
portion of its existing fixed-price aluminum sale swaps.  Through
the end of the quarter, the Company had locked in the value of its
hedges on approximately 75% of its 2009 through 2012 forward
aluminum hedges.  In March 2009 the Company entered into a hedge
settlement agreement with Merrill Lynch.  The agreement provides a
mechanism for the Company to monetize up to $400 million of the
favorable net position of its long-term hedges to fund debt
repurchases.  During the first six months of 2009, Noranda
received $70.1 million in proceeds under the hedge settlement
agreement and used those proceeds to fund the repurchase of
$239.7 million aggregate principal amount of debt at a cost of
$70.8 million, plus fees.

The Company ended the second quarter of 2009 with total debt of
$1.1 billion and $182.3 million in cash. The Company has no
financial maintenance covenants on any of its borrowings.  In May
2009, the Company made a permitted election under the indentures
governing its HoldCo Notes and its AcquisitionCo Notes to pay all
interest under the notes that are due on November 15, 2009
entirely in kind.

At June 30, 2009, the Company's Adjusted EBITDA to fixed charge
ratio was 1.3 to 1 at the HoldCo level, and 1.7 to 1 at the
AcquisitionCo level, while AcquisitionCo's net debt to Adjusted
EBITDA ratio for its senior secured credit facilities was 3.6 to
1.  The ratios fall outside of the minimum and maximum levels
established in the Company's indentures and credit agreements.  As
a result of not meeting certain minimum and maximum financial
levels established by the indentures as conditions to the
execution of certain transactions, the Company's ability to incur
future indebtedness, grow through acquisitions, make certain
investments, pay dividends and retain proceeds from asset sales
may be limited.

"Despite the difficult environment and the effects of the New
Madrid smelter outage," said Layle K. "Kip" Smith, Noranda's
President and Chief Executive Officer.  "[W]e have maintained a
stable cash position from the end of 2008, ending the second
quarter with $182.3 million in cash.  Our recent $67.5 million
insurance settlement will provide liquidity and flexibility for
our operation to rebuild the idled portions of the New Madrid
smelter while we continue to serve our customers from current
operating capacity.  We remain dedicated to our key priorities:
returning the smelter to its operating capability, implementing
our CORE productivity programs to reduce costs, taking care of our
customers through exceptional quality and service, and continuing
to improve our financial structure.  We believe that driving these
priorities will provide the best support for our company during
the uncertain times ahead."

On July 27, 2009, Noranda filed with the Securities and Exchange
Commission a slide presentation that it intends to use in a series
of investor meetings.  A full-text copy of the slide presentation
is available at no charge at http://ResearchArchives.com/t/s?4106

On July 27, Noranda also released preliminary second quarter
results.  As of June 30, Noranda had outstanding fixed-price
aluminum sales swaps that were entered into to hedge aluminum
shipments of roughly 848.7 million pounds.  Beginning in the first
quarter of 2009, Noranda entered into fixed-price purchase swaps
to offset the fixed-price sale swaps.  At June 30, it had offset a
total of roughly 634.7 million pounds for the years 2009 through
2012.  A copy of the preliminary earnings release is available at
no charge at http://ResearchArchives.com/t/s?4107

                      About Noranda Aluminum

Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008.  The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products.  Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.

As reported by the Troubled Company Reporter on July 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. to 'CCC+' from 'SD'.  The
outlook is developing.


NORANDA ALUMINUM: To Acquire Remaining 50% of Century JVs
---------------------------------------------------------
Noranda Aluminum Holding Corporation on August 3, 2009, entered
into an agreement to acquire the remaining 50% ownership interests
in its joint ventures, Gramercy Alumina LLC and St. Ann Bauxite
Limited, from Century Aluminum Company.

As consideration in the transaction, Noranda has agreed to release
Century from certain obligations owed to Noranda, Gramercy, and
St. Ann.

At the Closing, NSA General Partnership will pay Gramercy
$5 million of the Gramercy Payable.  As soon as practicable after
the Closing -- but no later than 20 days after the Closing Date --
Representatives of Century and Gramercy will jointly determine the
Closing Monthly Cash Payment Amount.  In connection with the
determination, Gramercy will make available to Century its
Representatives, and vice versa, all personnel, work papers and
other books and records as the other reasonably believes are
necessary to make the determination.  Century and Gramercy will,
and will cause their Representatives to, cooperate in good faith
to resolve any dispute with respect to the determination.  No
later than 20 days after the determination of the Closing Monthly
Cash Payment Amount, (i) Century will pay, or cause to be paid, to
Gramercy the amount, if any, by which the Closing Monthly Cash
Payment Amount is less than the Target Monthly Cash Call Amount
and (ii) Gramercy will pay Century or its designee the amount, if
any, by which the Closing Monthly Cash Payment Amount is greater
than the Target Monthly Cash Call Amount.  On or prior to
December 31, 2009, NSA will pay Gramercy $5 million in payment of
the remainder of the Gramercy Payable.

The transaction is expected to close in August, at which point
Noranda will own 100% of each of Gramercy and St. Ann. In
connection with this transaction, Century and Noranda will enter
into an agreement under which Century will purchase alumina from
Gramercy in 2009 and 2010.

"Century has been a valuable partner for Noranda in this shared
alumina production operation.  We wish them the best going
forward," said Layle K. "Kip" Smith, Noranda's President and Chief
Executive Officer.  "Our action to become the sole owner of the
Gramercy alumina refinery and the St. Ann bauxite mining
operations is consistent with our vertical integration strategy
and our continuing desire to have a secure strategic supply of
alumina.  We also believe owning 100% of these two operations
represents an opportunity to enhance profitability as market
pricing improves."

A full-text copy of the Securities Purchase Agreement by and among
Century Louisiana, Inc., Century Bermuda I Limited, Century
Aluminum Company, NSA General Partnership, St. Ann Bauxite
Holdings Limited, Gramercy Alumina Holdings Inc., Gramercy Alumina
Holdings II Inc., Gramercy Alumina LLC, St. Ann Bauxite Limited
and Noranda Aluminum Holding Corporation, dated August 3, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4104

                      About Noranda Aluminum

Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008.  The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products.  Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.

As reported by the Troubled Company Reporter on July 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. to 'CCC+' from 'SD'.  The
outlook is developing.


NORTEL NETWORKS: CEO Mike Zafirovski May Leave Post
---------------------------------------------------
Frederic Tomesco at Bloomberg News reports that Nortel Networks
Corp. Chief Executive Officer Mike Zafirovski said he plans to
leave the company soon.  Mr. Zafirovski told the Ottawa Citizen
newspaper that he has been approached to run other companies and
expects to take up another post elsewhere.  "I've told the board
of directors I'll give this job 100 per cent and walk out with my
head held high," the newspaper cited Mr. Zafirovski as saying.
"Obviously I'm not going to be a CEO of a residual company dealing
with patent assets and claims."

Meanwhile Canadian lawmakers has begun emergency hearings on to
review the sale of Nortel Networks Corporation's key assets to
Ericsson AB, on concerns that Canada could lose technology it
helped develop.

The bankruptcy courts in Canada and U.S. have approved the
Ericsson deal.

Bloomberg earlier reported that Industry Minister Tony Clement has
said that if there is a review of the sale, Ericsson would have to
demonstrate that the transfer of assets provides net benefits to
Canada.  "Canadians have invested so much money through the
research and development credits that we should be in control of
that technology," said Brian Masse, a committee member from the
New Democratic Party. "It's critical for Canada to keep control
over some of that information -- the patents -- and also the
people."

As reported by the Troubled Company Reporter on July 29, 2009,
Nortel, at a joint hearing July 28, the Company, its principal
operating subsidiary Nortel Networks Limited, and certain of its
other subsidiaries including Nortel Networks Inc., obtained orders
from the Ontario Superior Court of Justice and the United States
Bankruptcy Court for the District of Delaware approving the sale
agreement with Telefonaktiebolaget LM Ericsson for substantially
all of Nortel's CDMA business and LTE Access assets for a purchase
price of US$1.13 billion.

Under the asset sale agreement, Ericsson will purchase
substantially all of Nortel's CDMA business which is the second
largest supplier of CDMA infrastructure in the world, and
substantially all of Nortel's LTE Access assets giving it a strong
technology position in next generation wireless networks.  Also as
part of this agreement, a minimum of 2,500 Nortel employees
supporting the CDMA and LTE Access business will receive offers of
employment from Ericsson.

The sale to Ericsson has not yet been closed.  Completion of the
sale is subject to regulatory and other customary closing
conditions, and the purchase price is subject to certain post-
closing adjustments.  Nortel previously said it will work
diligently with Ericsson to close the sale later this year.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHWEST AIRLINES: Claimant Balks at Delay of Settlement Payoff
----------------------------------------------------------------
To recall, Judge Allan Gropper designated Claim No. 10341 filed by
Jesse Velez as a disputed claim in the capped amount of
$1,682,036.  The Court held that the amounts sought by Mr. Velez
in Claim No. 10341 for punitive or exemplary damages totaling
$3,317,963, constitute subordinated claims under the Debtors'
Plan of Reorganization.

During a mediation held on March 16, 2009, Mr. Velez accepted
Northwest Airlines Corp. and its affiliates' offer of $150,000 in
Delta Air Lines, Inc. common stock, and was subsequently informed
that the payment distribution is scheduled on July 1.  However, on
July 7, the Debtors informed him that he was not going receive
payment pursuant to the Settlement, noting that the Debtors "did
not or forgot to include" Mr. Velez in the distribution.
Mr. Velez was informed that he would receive distribution in
October.

"Delaying [the] distribution is irresponsible, negligent and a
breach of spoken or covenant contract and further inflicts more
financial burden," Mr. Velez says.

Against this backdrop, Mr. Velez asks Judge Gropper to direct the
Debtors to (i) distribute to him "three times [the] amount of
$150,000 in [Delta] stock" as compensation for non-compliance
with the Settlement, or (ii) pay Mr. Velez for the costs and
litigation expenses, as well as attorneys' fees resulting from
the Settlement.

In the alternative, Mr. Velez asks the Court to void the
Settlement and grant work reinstatement, compensatory seniority,
back pay, sick pay and disability benefits.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Scott
L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
as its bankruptcy counsel in the Debtors' chapter 11 cases.  When
the Debtors filed for bankruptcy, they listed $14.4 billion in
total assets and $17.9 billion in total debts.  On January 12,
2007, the Debtors filed with the Court their Chapter 11 plan.  On
February 15, 2007, the Debtors filed an amended plan and
disclosure statement.  The Court approved the adequacy of the
Debtors' amended disclosure statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' amended plan.  That
amended plan took effect May 31,
2007.

Northwest Airlines is now a unit of Delta Air Lines after it was
acquired by Delta in October 2008.

                           *     *     *

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


NORTHWEST AIRLINES: Reports $39 Million Second Quarter Net Loss
---------------------------------------------------------------
Northwest Airlines Corporation and its subsidiaries filed
with the U.S. Securities and Exchange Commission on July 30,
2009, its financial results for the quarter ended June 30,
2009.  During the Quarter, the Company recorded a net loss of
$39 million.  Total operating revenue declined 27% in the June
2009 quarter compared to the June 2008 quarter at $2.6 billion.
Total consolidated passenger revenue declined 28% to $2.3 billion.

Operating expenses in the quarter decreased 36% year-over-year to
$2.5 billion, primarily related to lower aircraft fuel and
related costs in the June 2009 quarter and impairment related
charges recorded.

At June 30, 2009, Northwest had $2.6 billion in cash, cash
equivalents and short-term investments.  In addition, the Company
had $500 million in an undrawn revolving credit facility.
As of June 30, 2009, there were 1,000 shares of the registrant's
Common Stock outstanding.

Ray Winborne, vice-president for Finance at Northwest, emphasized
that the global economic recession has resulted in weaker demand
for air travel and may create challenges for the Company that
could have a material adverse effect on their business and
results of operations.

"As the effects of the global economic recession have been felt
in our domestic and international markets, we are experiencing
weaker demand for air travel.  Our demand began to slow during
the December 2008 quarter and global economic conditions in 2009
are substantially reducing U.S. airline industry revenues in 2009
compared to 2008," Mr. Winborne noted.

As a result, Delta is reducing consolidated capacity by 7-9% in
2009 compared to 2008, which reflects planned domestic capacity
reductions of 8 to 10% and international capacity reductions of 7
to 9%.  Delta said demand for air travel could remain weak or
even continue to fall if the global economic recession continues
for an extended period, and overall demand could fall lower than
we are able prudently to reduce capacity.  Moreover, Delta said
the weakness in the United States and international economies is
having a significant negative impact on the Company's results of
operations and could continue to have a significant negative
impact on future results of operations.

                      Management Risks

Northwest's results of operations are materially impacted by
changes in aircraft fuel prices, interest rates and foreign
currency exchange rates.  In an effort to manage its exposure to
the risks, the Company periodically enters into various
derivative instruments, including fuel, interest rate and foreign
currency hedges.

Northwest also participates in a fuel hedge program sponsored by
Delta Air Lines, Inc., whereby Delta enters into fuel hedges to
manage the price risk of fuel costs associated with the estimated
consolidated fuel consumption of Delta and Northwest.

According to Mr. Winborne, Northwest performs, at least
quarterly, both a prospective and retrospective assessment of the
effectiveness of its hedge contracts, including assessing the
possibility of counterparty default.  If determined that a
derivative is no longer expected to be highly effective,
Northwest discontinues hedge accounting prospectively and
recognizes subsequent changes in the fair value of the hedge in
earnings.

Mr. Winborne further relates that the rapid spread of a
contagious illness, such as the H1N1 flu virus beginning in March
2009, can have a material adverse effect on the demand for
worldwide air travel and therefore have a material adverse effect
on business and results of operations.  Further acceleration of
the spread of H1N1 during the flu season in the Northern
Hemisphere could have a significant adverse impact on the
Company's financial results in addition to the impact that it
already experienced during the spring of 2009.

According to the report, the Company's operations could be
negatively affected if employees are quarantined as the result of
exposure to a contagious illness.  Similarly, travel restrictions
or operational problems resulting from the rapid spread of
contagious illnesses in any part of the world in which the
airline operates may materially impact operations and adversely
affect the Company's results of operations.

Northwest also faces significant competition with respect to
routes, services and fares.  Its domestic routes are subject to
competition from both new and established carriers, and at
several hub airports.  Similarly, the Company also faces
competition in smaller to medium-sized markets from regional jet
operators.

In addition, Northwest competes with foreign carriers, both on
interior U.S. routes, due to marketing and codesharing
arrangements, and in international markets.  Through marketing
and codesharing arrangements with U.S. carriers, foreign carriers
have obtained access to interior U.S. passenger traffic.

                     Credit Facilities

Northwest is party to a $904 million senior corporate credit
facility and a $500 million revolving credit facility.  The Bank
Credit Facility was fully drawn at June 30, 2009, and
December 31, 2008.  The Company did not have any outstanding
borrowings under the $500 Million Revolving Credit Facility at
June 30, 2009, or December 31, 2008.

The final maturity date for borrowings under the Bank Credit
Facility and the $500 Million Revolving Credit Facility is the
earlier of (i) the date that Northwest Airlines, Inc. is no
longer a separate legal entity, including when it is merged with
and into Delta Air Lines, Inc.; or (ii) December 31, 2010 for the
Bank Credit Facility, and October 29, 2009, and October 29, 2011
for the $300 million and $200 million tranches under the $500
Million Revolving Credit Facility.

To integrate the operations of Delta and Northwest, the Companies
must obtain a single operating certificate for the two airlines
from the Federal Aviation Administration.  When Northwest is no
longer a certificated carrier, key assets of the two companies
would be combined into a single entity, Mr. Winborne says.

                   Legal Proceedings

On December 12, 2007, Northwest filed a declaratory judgment
action against six of its employee pilots, styled Northwest
Airlines, Inc. v. Filipas, et al., at the U.S. District Court for
the District of Minnesota.  The Company sought a declaration that
its recently implemented Target Benefit Pension Plan --
collectively bargained for with the Air Line Pilots Association
-- does not violate any applicable prohibitions against age
discrimination, including under ERISA.  The court has certified a
defendant class of all employee pilots who will receive less
under the new target plan than they would have received under the
predecessor plan that provided benefits to pilots on a "flat
percentage" or "pro rata to pay" basis.

On January 26, 2009, the District Court granted summary judgment
in favor of Northwest on its claim as well as the defendants'
counterclaims.  Claims by the employee pilots against the Air
Line Pilots Association remain pending in the case and
consequently no final order has been entered.

A full-text copy of Northwest's Second Quarter Results is
available at the SEC at: http://ResearchArchives.com/t/s?40a1

               Northwest Airlines Corporation
                 Consolidated Balance Sheet
                    As of June 30, 2009

ASSETS

Current Assets:
Cash & cash equivalents                          $2,621,000,000
Short-term investments                               21,000,000
Restricted cash and cash equivalents                128,000,000
Accounts receivable, net of allowance               638,000,000
Hedge margin receivable                                       0
Expendable parts & supplies, net of allowance       156,000,000
Deferred income taxes                                37,000,000
Prepaid expenses and other                          258,000,000
                                                ----------------
Total current assets                              3,859,000,000

Property and Equipment, net                        8,424,000,000

Other assets:
Goodwill                                          4,578,000,000
Identifiable intangibles                          2,673,000,000
Other non-current assets                            173,000,000
                                                ----------------
Total other assets                                7,424,000,000
                                                ----------------
Total assets                                     $19,707,000,000
                                                ================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Current maturities of long-term debt             $1,156,000,000
Air traffic liability                             1,422,000,000
Accounts payable                                    869,000,000
Frequent flyer deferred revenue                     499,000,000
Accrued salaries & related benefits                 408,000,000
Hedge derivatives liability                          61,000,000
Taxes payable                                       256,000,000
Note payable to parent                              600,000,000
Other accrued liabilities                           170,000,000
                                                ----------------
Total current liabilities                         5,441,000,000

Non-current Liabilities:
Long-term debt & capital leases                   4,373,000,000
Pension, postretirement & related benefits        5,592,000,000
Frequent flyer deferred revenue                   1,443,000,000
Deferred income taxes, net                          989,000,000
Other non-current liabilities                       434,000,000
                                                ----------------
Total non-current liabilities                    12,831,000,000

Commitments and Contingencies
Stockholders' Equity:
Common stock at $0.01 par value, 1,000
  shares issued at June 30, 2009                               0
Additional paid-in capital                        3,663,000,000
Accumulated deficit                                (761,000,000)
Accumulated other comprehensive loss             (1,467,000,000)
                                                ----------------
Total stockholder's equity                        1,435,000,000
                                                ----------------
Total Liabilities & Stockholders' Equity        $19,707,000,000
                                                ================

                NORTHWEST AIRLINES CORPORATION
       Unaudited Consolidated Statements of Operations
              Three Months Ended June 30, 2009

Operating Revenue:
Passenger
Mainline                                         $1,802,000,000
Regional Carriers                                   462,000,000
                                                ----------------
Total Passenger Revenue                           2,264,000,000

Cargo                                                84,000,000
Other, net                                          274,000,000
                                                ----------------
Total operating revenue                           2,622,000,000

Operating expenses:
Salaries and related costs                          733,000,000
Aircraft fuel and related taxes                     599,000,000
Contract carrier arrangements                       222,000,000
Contracted services                                 144,000,000
Aircraft maintenance materials & repairs            153,000,000
Passenger commissions & selling expenses            124,000,000
Landing fees and other rents                        131,000,000
Depreciation and amortization                       126,000,000
Aircraft rent                                        60,000,000
Passenger service                                    62,000,000
Impairment of goodwill & other intangible assets              0
Restructuring and merger-related items               31,000,000
Other, net                                          104,000,000
                                                ----------------
Total operating expenses                           2,489,000,000
                                                ----------------
Operating income (loss)                              133,000,000

Other income (expense):
Interest expense                                   (189,000,000)
Interest income                                       3,000,000
Miscellaneous, net                                   17,000,000
                                                ----------------
Total other expense, net                            (169,000,000)
                                                ----------------
Loss before Income Taxes                             (36,000,000)
Income tax (provision) benefit                         3,000,000
                                                ----------------
Net Loss                                            ($39,000,000)
                                                ================

                  Northwest Airlines Corporation
               Consolidated Statement of Cash Flows
                 Six Months Ended June 30, 2009

Net cash provided by operating activities           $369,000,000

Cash flows from investing activities:
Property and equipment additions                     77,000,000
Proceeds from sales of flight equipment              73,000,000
Redemption of short-term investments                 28,000,000
Decrease in restricted cash & cash equivalents        7,000,000
Investment in affiliated companies                            0
Other, net                                                    0
                                                ----------------
Net cash provided by investing activities            185,000,000

Cash flows from financing activities:
Proceeds from intercompany loan                     400,000,000
Payments of long-term debt and capital
lease obligations                                  (328,000,000)
Payments on short-term obligations, net             (73,000,000)
Proceeds from long-term obligations                           0
Payments of deferred financing costs                          0
                                                ----------------
Net cash used in financing activities                 (1,000,000)

Increase (Decrease) in cash & cash equivalents       553,000,000
Cash and cash equivalents, beginning of period     2,068,000,000
                                                ----------------
Cash and cash equivalents, end of period          $2,621,000,000
                                                ================

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

Northwest Airlines is now a unit of Delta Air Lines after it was
acquired by Delta in October 2008.

                           *     *     *

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


NORTHWEST AIRLINES: Reports Add'l Distribution to Claimholders
--------------------------------------------------------------
Northwest Airlines Corp. and its affiliates reported to the Court
that they have made a distribution with respect to shares to be
distributed in accordance with their confirmed First Amended Joint
and Consolidated Plan of Reorganization.

To recall, the Debtors disclosed that they made these
distributions of shares of new common stock, from May 31, 2007,
to October 1, 2008:

(a) an initial distribution on May 31, 2007
(b) a Catch-up Distribution on July 16, 2007
(c) a Periodic and a Catch-up Distribution on October 1, 2007
(d) a Periodic and a Catch-up Distribution on January 2, 2008
(e) a Periodic and a Catch-up Distribution on April 1, 2008
(f) a Periodic and a Catch-up Distribution on July 1, 2008
(g) a Periodic and a Catch-up Distribution on October 1, 2008
(h) a Periodic and a Catch-up Distribution on January 2, 2009.

The Reorganized Debtors did not make a periodic distribution or a
Catch-up Distribution on April 1, 2009, "because at least 2% of
the shares in the Distribution Reserve were not available for
distribution," Nathan A. Haynes, Esq., at Greenberg Traurig LLP,
in New York, explains, on behalf of the Debtors.

Mr. Haynes says that as of the Periodic Distribution Date of July
1, 2009, the Debtors expected to distribute 720,433 shares of new
common stock to creditors allocable to Class 1D.  The Debtors
expected that 6,725,611 shares would remain for Disputed Claims
totaling $195 million.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The Company and 12 affiliates filed for chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Scott
L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. as
its bankruptcy counsel in the Debtors' chapter 11 cases.  When the
Debtors filed for bankruptcy, they listed $14.4 billion in total
assets and $17.9 billion in total debts.  On January 12, 2007, the
Debtors filed with the Court their chapter 11 plan.  On
February 15, 2007, the Debtors filed an amended plan and
disclosure statement.  The Court approved the adequacy of the
Debtors' amended disclosure statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' amended plan.  That
amended plan took effect May 31, 2007.

Northwest Airlines is now a unit of Delta Air Lines after it was
acquired by Delta in October 2008.

                           *     *     *

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


NORTEL NETWORKS: CCAA Stay Extended Until October 30
----------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates that
filed for creditor protection under Canada's Companies' Creditor
Arrangement Act sought and obtained an order from the Ontario
Superior Court of Justice extending through October 30, 2009, the
stay of proceedings that was previously granted by the Canadian
Court.

The purpose of the stay of CCAA proceedings is to allow the
Nortel companies to continue to advance in discussions with
interested parties for the sale of their businesses, continue to
assess other restructuring alternatives if they are unable to
maximize value through sales, and file a plan of arrangement.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code. The Chapter 15 case is Bankr. D. Del. Case No.
09-10164.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Nortel Networks (CALA) Inc. filed for Chapter 11 on July 14, 2009
(Bankr. D. Del. Case No. 09-12515).

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Court OKs Issuance of More Than $30MM in Bonds
---------------------------------------------------------------
The Bankruptcy Court authorized Nortel Networks Inc. and its
affiliates, but not directed, to enter into Letter of credit and
bonding facilities that "collectively permit the issuance of a
face amount of performance bonds and letters of credit greater
than $30 million, so long as the Debtors do not request the
issuance of bonds and LOCs from sureties and financial
institutions in an amount greater than $30 million."

The Court also authorized the Debtors to post cash collateral
necessary to secure the performance bonds and letters of credit,
even if the amount of the collateral exceeds $30 million.

The Debtors had sought the Court's confirmation that the order it
previously issued permits the issuance of letters of credit and
performance bonds with a face amount of up to $30 million, and
the posting of collateral to secure those letters of credit and
bonds even if the collateral exceeds $30 million.

Attorney for the Debtors, Ann Cordo, Esq., at Morris Nichols
Arsht & Tunnell LLP, in Wilmington, Delaware, said that the
Debtors have identified two parties that could potentially
provide them with more than $30 million in face amount of letters
of credit or performance bonds.

The Debtors relate that while they acknowledge that the Final
Order caps the aggregate face amount of letters of credit or
performance bonds that may be issued at $30 million, they believe
that it is in their best interest to enter into both agreements.

"The Debtors believe it is in their interest to enter into both
facilities in order to provide them flexibility with regard to
the issuance of any particular letter of credit or performance
bond from time to time, because certain contractual obligations
can only be supported by a performance bond and not a letter of
credit or vice versa," Ms. Cordo pointed out.  She added that it
would also provide the Debtors flexibility in case one of the
providers does not elect to continue providing the support
available under those uncommitted facilities.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code. The Chapter 15 case is Bankr. D. Del. Case No.
09-10164.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Nortel Networks (CALA) Inc. filed for Chapter 11 on July 14, 2009
(Bankr. D. Del. Case No. 09-12515).

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Sec. 341 Meet for NN Cala Creditors on Aug. 24
---------------------------------------------------------------
Roberta DeAngelis, the Acting United States Trustee for Region 3,
will convene a meeting of creditors of Nortel Networks (CALA)
Inc., on August 24, 2009, at 11:00 a.m. Prevailing Eastern Time
at J. Caleb Boggs Federal Building-844 King Street, 2nd Floor,
Room 2112, in Wilmington, Delaware.

This is the first meeting required under Section 341(a) of the
Bankruptcy Code in NN CALA's bankruptcy case.

Attendance by the creditors at the meeting is welcome but not
required.  The Sec. 341(a) meeting offers the creditors a one-
time opportunity to examine NN CALA's representative under oath
about its financial affairs and operations that would be of
interest to the general body of creditors.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code. The Chapter 15 case is Bankr. D. Del. Case No.
09-10164.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Nortel Networks (CALA) Inc. filed for Chapter 11 on July 14, 2009
(Bankr. D. Del. Case No. 09-12515).

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: September 30 Claims Bar Date Set
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
September 30, 2009, as the deadline for creditors to file proofs
of claim against Nortel Networks Inc. and its U.S.-based debtor
affiliates.

For creditors whose claims stem from the rejection of their
unexpired leases and executory contracts with the Debtors, they
can file their proofs of claim within 30 days after the issuance
of an order approving the rejection of the contract or lease, or
35 days after NNI issues a notice of contract or lease rejection.
Meanwhile, for creditors whose scheduled claims have been amended
or supplemented, they are given 20 days from the date of the
notice to file their proofs of claim.

The Ontario Superior Court of Justice, which oversees the
proceedings of Nortel Networks Corporation and its four
affiliates under Canada's Companies' Creditors Arrangement Act,
also issued an order setting September 30, 2009, as the deadline
for creditors to file their proofs of claim against the Canada-
based companies.

Certain creditors are exempted from the requirement to file a
proof of claim against NNC and its affiliates, including their
current or former employees and individual bondholders whose
claims relate solely to the debt evidenced by their bonds.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code. The Chapter 15 case is Bankr. D. Del. Case No.
09-10164.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Nortel Networks (CALA) Inc. filed for Chapter 11 on July 14, 2009
(Bankr. D. Del. Case No. 09-12515).

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NOVA CHEMICALS: Files Certificate of Continuance & General By-Law
-----------------------------------------------------------------
NOVA Chemicals Corporation filed with the Securities and Exchange
Commission its:

     -- Certificate of Continuance and Articles of Continuance
        under New Brunswick Corporations Act

        See http://ResearchArchives.com/t/s?412c

     -- General By-Law No. 3

        See http://ResearchArchives.com/t/s?412d

As reported by the Troubled Company Reporter on July 8, 2009,
International Petroleum Investment Company and NOVA Chemicals
Corporation completed on July 6, 2009, the acquisition of NOVA
Chemicals by way of a plan of arrangement.  NOVA Chemicals will
continue to operate its chemicals and plastics business from its
North American base.

As reported by the TCR on July 20, 2009, Moody's Investors Service
raised Nova Chemicals' Corporate Family Rating to Ba3 from B2
following the closing of its acquisition by the International
Petroleum Investment Company (rated Aa2) for $6.00 per share.
Coincident with the acquisition IPIC contributed $350 million of
additional equity ($200 million in cash and conversion of
$150 million loan to equity).  The outlook is stable.

Moody's also raised its ratings on NOVA's unsecured debt to B1
from B3 and affirmed its Speculative Grade Liquidity rating at
SGL-3.  These actions conclude the review initiated on
February 23, 2009.

The TCR said July 9, 2009, Fitch Ratings took various rating
actions on the Issuer Default Rating and outstanding debt ratings
of NOVA Chemicals after the closing of its acquisition by the
International Petroleum.  The company's Rating Outlook is Stable.
Fitch took these actions:

  -- IDR upgraded to 'B+' from 'B-';

  -- Secured revolver upgraded to 'BB+/RR1' from 'BB-/RR1';

  -- Series 'A' preferred notes upgraded to 'BB+/RR1' from 'BB-
     /RR1';

  -- Senior unsecured revolver revised to 'B+/RR4' from 'BB-
     /RR1'.

  -- Senior unsecured notes revised to 'B+/RR4' from 'BB-/RR1'.

                       About Nova Chemicals

NOVA Chemicals Corporation -- http://www.novachemicals.com/--
develops and manufactures chemicals, plastics and other end-
products.  NOVA Chemicals shares are traded as NCX on the Toronto
and New York stock exchanges.


OSHKOSH CORP: S&P Puts 'B' Corp. Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Oshkosh Corp. on CreditWatch
with positive implications.

The CreditWatch placement follows the Company's announcement that
it has commenced a 13 million share common stock offering, and
plans to use the proceeds to repay term loan borrowings.  Headroom
under covenants, which the company and lenders reset in March
2009, would increase moderately following the anticipated debt
repayment.  In addition, the company received more than $2 billion
in delivery orders from the U.S.  government to build 3,944 M-ATV
(Mine Resistant Ambush Protected All Terrain Vehicles), which has
meaningfully improved the company's near-term prospects.

Standard & Poor's expects to resolve the CreditWatch listing
following the conclusion of the proposed stock offering.

"Our review will consider the effect on the capital structure of
the expected debt repayment, and the improved prospects in the
company's defense segment, following the sizable orders it has
received," said Standard & Poor's credit analyst Dan Picciotto.
"We would expect any upgrade to be limited to one notch," he
continued.


OPUS WEST: Gets Court Nod on Phoenix Capital as CRO
---------------------------------------------------
Opus West Corporation sought and obtained the Court's permission
to employ Phoenix Capital Partners LLC as its chief restructuring
officer as of the Petition Date.

Phoenix Capital will direct OWC's Chapter 11 case and will be
responsible for assisting OWC in its reorganization efforts,
including negotiating with parties-in-interest and coordinating
with other professionals who have been and will be assisting the
Debtor.  Every effort will be made to prevent any duplication of
efforts in these cases, OWC assured the Court.

Specifically, as CRO, Phoenix Capital will:

  a. manage OWC's business affairs until the earlier of
     confirmation of a reorganization plan or conversion to
     Chapter 7, unless earlier terminated;

  b. analyze, negotiate and implement actions or measures
     regarding employee and staffing levels and retention terms
     or terminations;

  c. ensure that the value of the real estate and other assets
     of OWC are properly managed and maintained;

  d. analyze, negotiate and implement actions and measures
     regarding alternative exit strategies for OWC from its
     ownership interests and evaluating any information that
     could materially and adversely affect the development or
     marketability of OWC's assets;

  e. monitor the current status of entitlements, permits and
     approvals governing OWC's assets, which may include meeting
     with government officials regarding entitlement status, and
     obtaining and analyzing relevant documents;

  f. analyze, negotiate and implement actions and measures
     regarding the completion of projects under construction;

  g. analyze, negotiate and implement actions and measures
     regarding the disposition of assets in a manner consistent
     with OWC's and its lenders' objectives for properties not
     included in the business;

  h. analyze, negotiate and implement actions and measures
     regarding terms of asset disposition with joint venture
     partners and creditors;

  i. analyze, negotiate and implement actions and measures
     regarding review, certification and delivery of all
     financial reporting;

  j. aggregate property data necessary for asset disposition or
     reorganization; and

  k. testify, certify and execute all bankruptcy petitions,
     reports, schedules and other documents required for
     bankruptcy proceedings before the Bankruptcy Court.

OWC will pay Phoenix Capital a monthly fee equal to $91,667 for
its services.  The Debtor will deposit $275,000 for the first
three months of estimated expenses upon execution of the
agreement.

OWC will also office space and general office equipment and
supplies to Phoenix Capital at no charge and will reimburse
Phoenix Capital for reasonable direct travel and meal expenses
and third-party expense directly related to the engagement.
Phoenix Capital will submit the expenses for payment on a monthly
basis.

Since Phoenix Capital is employed pursuant to Section 363 of the
Bankruptcy Code, rather than as a professional under Section 327
of the Bankruptcy Code, Phoenix Capital will not be required to
submit fee applications pursuant to Sections 330 and 331 of the
Bankruptcy code.  Instead, Phoenix Capital will file with the
Court, and provide notice to the United States Trustee and all
official committees, reports of compensation earned on at least a
quarterly basis.

The Debtor will indemnify, defend and hold Phoenix Capital, its
directors, officers, and employees harmless from and against all
losses, claims, damages, liabilities, and expenses, joint or
several arising out of the firm's conduct while acting within the
scope of its authority.  The indemnity, however, will not apply
to gross negligence or willful misconduct on the part of Phoenix
Capital in the performance of its services.

John Greer, a managing member of Phoenix Capital, assures the
Court that his firm does not have an active relationship with the
Debtor in matters related to the Chapter 11 cases and that his
firm is not a "creditor" of the Debtor within the meaning of
Section 101(10) of the Bankruptcy Code.  He adds that to the best
of his knowledge, Phoenix Capital is not a holder of any of the
Debtors' debt or equity securities.

Phoenix Capital is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code, Mr. Greer
maintains.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Proposes Chatham as Financial Advisor
------------------------------------------------
The Opus West Corp. and its affiliates ask the Court for authority
to employ Chatham Financial Corp., as their financial advisors and
real estate consultants, nunc pro tunc to the Petition Date.

Chatham is a diversified provider of a wide variety of services
to both sound and financially distressed companies, including
accounting and financial advisor services and specialized
services to real estate development companies, specifically in
the areas of defeasance and the provision of debt advisory
services.

The Debtors submit that Chatham's employees are leading financial
advisors and real estate service providers to debtors, secured
and unsecured creditors, acquirers, and other parties-in-interest
involved in financially troubled companies both in and outside
bankruptcy.  Through its role in restructuring engagements, the
Chatham team has developed considerable expertise in many of the
issues that will be presented in its engagement with the Debtors.

The Debtors aver that they need Chatham to perform financial
advisor and real estate consulting services from time to time.
Specifically, the Debtors expect Chatham to:

  a. provide strategic direction on how to work with creditors;

  b. work with counsel to develop legal strategies and
     disposition structures consistent with the company's
     objections;

  c. market properties for a Section 363 sale;

  d. identify potential stalking horse bidders;

  e. negotiate appropriate pricing, term, conditions, and break-
     up fees for stalking horse bidders;

  f. run auction process among secured lenders, stalking horse
     bidders, and other bidders;

  g. evaluate and determine which bids are in the best interest
     of the Debtors' bankruptcy estates;

  h. draft a notice for each sale that:

       -- informs interested parties of the timing and terms of
          each sale;

       -- describes the asset being sold;

       -- confirms that the sale is an arms-length transaction
          made in good faith;

       -- describes why the sale is in the best interests of the
          bank; and

       -- confirms the fair value of each transaction;

  i. testify, if called upon, as to accuracy of the items
     included in the notices, including the good faith of the
     sales negotiations and the fair value of the transactions;

  j. assist with any ad hoc creditor negotiations that take
     place during the engagement; and

  k. assist the Debtors with other services as necessary.

The Debtors advanced to Chatham a $300,000 retainer.  They note
that Chatham will apply for fees amounting to $100,000 per month
for the first three months of their Chapter 11 cases, and
$100,000 per month thereafter for the financial advisor services,
plus reimbursement of actual, necessary expenses and other
charges incurred by the firm.

With regard to the real estate consulting and marketing services
to be provided by Chatham, the Debtors will pay Chatham any fees
in connection with the Debtors' proposed sale and surcharge of
properties sold pursuant to Sections 363 and 506(c) of the
Bankruptcy Code and not from the Advance Retainer.  The fees will
be equal to 1/4 of 1% of the disposition price, including any
assumed underlying mortgage debt, upon disposition of properties,
or direct or indirect interests in the properties, owned directly
or indirectly by the Debtors.  However, the aggregate of all
Disposition Fees payable will in not exceed 25% of the
disposition price excluding any assumed underlying mortgage debt.

In addition, Chatham will also be entitled to a $300,000 fee
contingent upon the confirmation of a Chapter 11 plan.

Matthew P. Henry, an employee at Chatham, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OWENS CORNING: Owens Illinois Serves Subpoena on Asbestos PI Trust
------------------------------------------------------------------
Owens Illinois, through its counsel, Maron Marvel Bradley &
Anderson, P.A., served on July 31, 2009, a subpoena on the Owens
Corning/Fibreboard Asbestos Personal Injury Trust.

The Subpoena calls for the production of these documents by
August 14, 2009:

  * Owens Corning invoices for sales of Kaylo, from January 1,
    1959 through December 31, 1978, to:

       -- DuPont Plant Repauno Works
       -- E.I. Dupont de Nemours & Company, Repauno Works,
          Gibbstown, NJ
       -- DuPont Repauno Construction Project

  * Affidavit of the Records Custodian for the invoices set
    forth.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The Company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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


OWENS CORNING: Reserves $30 Million for Remaining Claims
--------------------------------------------------------
Owens Corning reports that as of June 30, 2009, it has
reserved about $30,000,000 to pay remaining claims, not including
asbestos liabilities, asserted in its in bankruptcy case.  This
reserve is referred to as the "Disputed Distribution Reserve."

The Disputed Distribution Reserve is reflected as restricted cash
on the consolidated balance sheets of the Company.

Reorganized Owens Corning was initially formed on July 21, 2006,
as a wholly owned subsidiary of Owens Corning Sales, LLC, and did
not conduct significant operations prior to October 31, 2006,
when Owens Sales or Predecessor Owens and 17 of its subsidiaries
emerged from Chapter 11 bankruptcy proceedings.

Under the terms of the plan of reorganization confirmed in the
Owens Sales bankruptcy proceedings, all asbestos claims against
Owens Sales and Fibreboard Corporation either have been resolved
or are barred pursuant to the Plan and Confirmation Order.
Accordingly, the Company has no further asbestos liabilities.

A full-text copy of Owens Corning's Second Quarter 2009 Financial
Results filed on Form 10-Q is available for free at:

         http://http://ResearchArchives.com/t/s?410f

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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


OWENS CORNING: Sets $10MM Environment Liability Reserve
-------------------------------------------------------
In a Form 10-Q filing with the Securities and Exchange
Commission for the quarter ended June 2009, Owens Corning
disclosed that its reserve for environmental liabilities at
December 31, 2007, was $10,000,0000, of which $4,000,000 is
recorded in the Disputed Distribution Reserve.

Owens Corning has been deemed by the Environmental Protection
Agency to be a Potentially Responsible Party with respect to
certain sites under the Comprehensive Environmental Response,
Compensation and Liability Act.  The Company has also been deemed
a PRP under similar state or local laws and in other instances,
other PRPs have brought lawsuits against the Company as a PRP for
contribution under certain federal, state, or local laws.

At June 30, 2009, the Company had environmental remediation
liabilities as a PRP at 39 sites, Duncan J. Palmer, senior vice
president and chief financial officer of Owens Corning, relates.
Owens Corning's environmental liabilities at 20 of those sites
will be resolved pursuant to the Disputed Distribution Reserve,
he notes.

At the other 19 sites, Owens Corning has a continuing legal
obligation to either complete remedial actions or contribute to
the completion of remedial actions as part of a group of PRPs,
Mr. Palmer adds.

A full-text copy of Owens Corning's Second Quarter 2009 Financial
Results filed on Form 10-Q is available for free at:

         http://http://ResearchArchives.com/t/s?410f

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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


PEACH HOLDINGS: Moody's Reviews 'C' Corporate Rating for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the C corporate family and senior
secured bank credit facility ratings of Peach Holdings Inc. on
review for possible upgrade.

The review reflects possible improvement in Peach's financial and
operating flexibility stemming from potential recapitalization and
financing transactions, including debt repurchases.  Although, to
Moody's knowledge, Peach is not in default under its debt
agreements, Moody's would consider such transactions, including
distressed debt repurchases, to be "default events" under its
published definitions.  Given that fact, as well as Moody's loss
assumptions on the debt issued by Peach, Moody's has rated Peach's
debt at C.  However, the effect of the above-referenced
recapitalization and financing transactions could result in an
improvement in Peach's financial profile.

During its review, Moody's will consider potential additional
developments, including Peach's further progress in establishing
sound alternative funding sources in order to continue operations
and maintain sufficient liquidity.  Tangible evidence that Peach
has made additional progress in this regard could lead to an
upgrade in the company's ratings.

The last rating action was on June 11, 2009, when Moody's
downgraded Peach's corporate family and senior secured bank credit
facility ratings to C from Caa2 and assigned a developing outlook.

Peach Holdings, Inc., is located in Boynton Beach, FL; the company
reported assets of approximately $477 million at March 31, 2009.


PEACH HOLDINGS: S&P Cuts Credit to 'SD' on Distressed Exchange
--------------------------------------------------------------
Standard & Poor's Ratings Services has downgraded its ratings on
Peach Holdings Inc. to 'SD' from 'CC'.  At the same time, S&P is
lowering its issue rating on Peach's term loan to 'D' from 'CC'.

"Peach has repurchased a portion of its debt at a significant
discount as an alternative to seeking debt covenant relief -- S&P
considers such a repurchase to be a distressed debt exchange.
Upon completion of an exchange S&P views to be distressed, S&P
lower S&P's ratings on the affected issues to 'D', and the issuer
credit rating is reduced to 'SD' (selective default), assuming the
issuer continues to honor its other obligations," said Standard &
Poor's credit analyst John Bartko.

This is the case even though the investors, technically, may
accept the offer voluntarily and no legal default occurs.
Subsequent to the exchange, S&P will reevaluate the rating to
again focus on conventional default risk.  This applies even in
the case of an extended de facto restructuring -- such as a
proposed series of auctions to buy back distressed debt.  In
Peach's case, the repurchase allows the company to remain in
compliance with its leverage covenant.  "Over the next few weeks,
S&P will conduct a full review and reassess the firm's ongoing
ability to meet future payment obligations.  At that time the
ratings will be changed to reflect the company's long-term
creditworthiness," Mr. Bartko added.


PENNY & KENNY: Lawsuit & Supplier Woes Lead to Chapter 11 Filing
----------------------------------------------------------------
Penny & Kenny Shoes, LLC, has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of New York, citing the general status of the market as a major
contributor to its collapse, Crain's New York reports.

It is difficult for a smaller company like Penny & Kenny to
compete against larger brands when most retailers are stocking
only the "tried and true", Crain's states, citing Monique Umeh,
accessories and footwear editor at trend tracking firm Stylesight.

Penny & Kenny said in court documents that "the delivery of
inferior product" from suppliers was a factor in its financial
difficulties, as well as an expensive lawsuit against Penny &
Kenny.

According to Crain's, Penny & Kenny listed almost $4.9 million in
debts owed to more than 50 creditors against more than $900,000 in
assets.  Penny & Kenny's creditors include:

     -- shoe distributor Orly, which is owed almost $30,000; and
     -- Willy & Well Trading Co., owed about $360,000.

New York-based Penny & Kenny Shoes, LLC -- aka P&K, aka PLK, aka
Penny Loves Kenny -- is a seven-year-old retailer of value-priced
junior girl's shoes to more than 70 retailers in New York City,
including David Z, Urban Outfitters and Infinity Shoes.  The
Company was co-founded by Ken Robinson.


PHOENIX COS: S&P Downgrades Counterparty Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said lowered its counterparty
credit rating on Phoenix Cos. Inc. to 'B-' from 'B+'.

Standard & Poor's also said that it lowered its counterparty
credit and financial strength ratings on PNX's operating
subsidiaries -- Phoenix Life Insurance Co., PHL Variable Insurance
Co., and AGL Life Assurance Co. (collectively referred to as
Phoenix) -- to 'BB' from 'BBB-'.

The outlook on all of these companies is negative.

"The downgrade follows Phoenix's release of its second-quarter
2009 results,' said Standard & Poor's credit analyst Adrian Pask.
These showed that the statutory surplus and asset valuation
reserve decreased by $89.9 million (13%) and there was a GAAP
operating loss of $16.1 million.  The decline in surplus stemmed
from increases in reserves for discontinued group accident and
health business, larger-than-expected death claims for universal
life products, and credit losses.  Offsetting these weaknesses are
improved holding-company liquidity, the formation of a new
distribution operation, and expense-reduction initiatives.

The operating-company ratings reflect a capital deficiency
relative to S&P's expectation for the ratings.  S&P believes that
the deficiency is greater than two years of operating-company
earnings.  Statutory earnings have also been below expectations
for the rating in 2009, reduced by reserve strengthening,
investment losses, and higher-than-expected mortality claims.  The
execution of internal or external reinsurance treaties could be
either a source of capital or reduce capital requirements.
Offsetting these weaknesses are the consistent profitability of
Phoenix's closed block, its ability to absorb investment losses
through the policyholder dividend mechanism, and the potential to
monetize the closed-block embedded value.  The ratings also
reflect a strong investment portfolio and strong operating-company
liquidity.

The negative outlook primarily reflects the risks inherent in
managing the competing tasks that Phoenix faces, which are
rebuilding statutory capital to levels commensurate with the
rating and providing cash to the holding company to cover its
obligations.  "If the company is unable to improve its
profitability or resolve the capital deficiency, S&P could lower
the ratings again, most likely by one notch," Mr. Pask added.  "We
could also lower the ratings by one notch if surrender activity
increases.  Alternatively, if the company can resolve the capital
deficiency without hurting longer-term statutory earnings as well
as sustain earnings improvements over the next 12-24 months, S&P
could revise the outlook to stable."


PILGRIM'S PRIDE: 5th Circuit to Rehear Arguments in Wheeler Suit
----------------------------------------------------------------
The United States Court of Appeals for the Fifth Circuit will
rehear Pilgrim's Pride Corporation's arguments over the Court's
decision in the lawsuit filed by Cody Wheeler, Don Davis and
Davey Williams alleging that PPC violated Sections 202(a)-(b) of
the Packers and Stockyards Act.

The Circuit Court, on July 21, 2009, affirmed the decision of the
U.S. District Court for the Eastern District of Texas holding
that a plaintiff need not prove an adverse effect on competition
to prevail under Section 192(a)-(b) of Title 7 of the U.S. Code.

Messrs. Wheeler, Davis, and Williams, chicken farmers who grow
chickens known as "broilers," filed the lawsuit in January 2006
against PPC alleging that PPC's refusal to afford them an
opportunity to operate under the same terms as Lonnie "Bo"
Pilgrim, who is PPC's founder and chairman, is "unfair and
unjustly discriminatory" and affords Mr. Pilgrim an undue or
unreasonable preference or advantage in violation of Section
192(a)-(b).

The lawsuit explained that PPC compensates the Growers under a
"tournament system" where PPC ranks the Growers against one
another and against the other growers operating in their complex
and compensates the Growers based on the quality of their
broilers, the number that survive the grow-out process, and the
amount of feed and supplies the Growers used.  At least one
grower operates under a different system than the Growers.  Mr.
Pilgrim purchases chicks, feed, and supplies from PPC rather than
having them consigned to him.  Operating in a different complex
than the Growers, Mr. Pilgrim then raises the chickens at his
farm and sells them back to PPC.  Rather than compensating Mr.
Pilgrim under the tournament system, PPC pays Mr. Pilgrim the
lesser of a weekly quoted market price or 102% of his costs.

According to the Growers, Mr. Pilgrim earns more under his
arrangement with PPC than they earn under their arrangements with
PPC.  The Growers further contend that PPC refused to offer them
growing arrangements similar to Mr. Pilgrim's.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Asserts Ad Valorem Tax Exemption in Hardy County
-----------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas to determine that the
personal property used by the Debtor for the subsistence of
livestock in its Hardy County, West Virginia farming operation is
exempt from ad valorem property taxation, pursuant to Section 11-
3-9(a)(21) of the West Virginia Code, which provides an exemption
for all property on hand to be used in the subsistence of
livestock on hand at the commencement of the assessment year.

On September 30, 2008, Pilgrim's Pride Corporation filed personal
property tax renditions for the Hardy County personal property
omitting various assets that appeared to be exempt from ad
valorem taxation under Sections 11-3-9(a)(21) and 11-3-9(a)(28)of
the W.Va. Code as items used in agricultural operations.

In January 2009, Jim Wratchford, the Hardy County Assessor, asked
a ruling from the Tax Commissioner for the West Virginia
Department of Taxation as to whether the Properties were exempt
from ad valorem taxation.  In February 2009, the Tax Commissioner
ruled that the Properties were subject to ad valorem property
taxation, and stated that the ruling was binding unless PPC filed
a lawsuit with the Circuit Court of Hardy County within 30 days
to request their review of the ruling.  In March 2009, PPC and
its affiliates filed with the Circuit Court a Petition for Appeal
of State Tax Commissioner's Property Tax Ruling 09-38 and Notice
of Suggestion of Bankruptcy to preserve any rights they may have
should the Bankruptcy Court not determine the issues raised in
this motion.

Stephen A. Youngman, Esq., at Weil, Gotshal, & Manges LLP in
Dallas, Texas, informs the Bankruptcy Court that for purposes of
the West Virginia statute, the Debtors' principal business
activity is farming, and they are primarily involved in the
agricultural business of breeding, hatching, growing and
processing chickens.  The Debtors' personal property in Hardy
County include property used in its hatchery, feed mill
processing plant, protein conversion facility and live haul
center.  This property is used by the Debtors to facilitate the
production of poultry for sale to consumers.

Personal property is exempt from ad valorem property taxation
pursuant to Section 11-3-9(a)(21)of the W.Va. Code, which
provides an exemption for "[a]ll property on hand to be used in
the subsistence of livestock on hand at the commencement of the
assessment year," Mr. Youngman asserts.

According to the West Virginia Code of State Rules Title 110
Series 3-2.51, the term "property on hand to be used in the
subsistence of livestock" is meant to include "all personal
property primarily, actually and directly used for, and
reasonably necessary for the care or feeding of livestock."

Under 110 CSR 3-28, chickens are specifically included within the
definition of livestock.

                      Hardy County Objects

The Assessor of Hardy County does not agree with the Debtors'
contentions in asking the Bankruptcy Court to determine their tax
liability for their property located in Hardy County.

In defiance of the Debtors' motion, Hardy County asks the
Bankruptcy Court to abstain from determining the Debtors' ad
valorem tax issues and allow the appeal of the Tax Commissioner's
Property Tax Ruling 09-38 to proceed in the Hardy Count Circuit
Court.

Further, the Assessor asks the Bankruptcy Court to deny the
motion should it consider its merits, determining that the
exemptions do not apply to the Debtors' property in Hardy County.

J. Robert Forshey, Esq., at Forshey & Prostok, L.L.P., in Forth
Worth, Texas, informs the Bankruptcy Court that Hardy County's
request for the Bankruptcy Court to abstain from determining the
Debtors' tax liability stems from the complex structure of the
Debtors' assets and liabilities, and because this matter involves
complex issues of West Virginia law.  Moreover, given the Circuit
Court's greater familiarity with West Virginia law and the
specific ad valorem issues involved, it is likely that the
Circuit Court could adjudicate this matter more efficiently in
the Circuit Court.  More importantly, Hardy County will be
significantly prejudiced by having the tax issues raised by the
Motion decided by a Texas court, Mr. Forshey contends.

                       Debtors Talk Back

The Debtors stood their ground in asking the Court to determine
their tax liability and countered Hardy County's request that the
Court abstain from acting on the Debtors' motion.

According to Mr. Youngman, a bankruptcy court should first
determine whether the Bankruptcy Code's objectives or bankruptcy
issues will be implicated before it decides to abstain from tax
determination pursuant to a ruling of the Fifth Circuit Court In
re Luongo, 259 F. 3d 323,332.

Here, the Bankruptcy Code's objectives will be implicated since
the tax determination involves a dispute of approximately
$1,000,000 per year in property tax liability, Mr. Youngman
asserts.  This will directly impact the Debtors' creditors and
the Debtors themselves for years to come.

In this case, the tax determination will benefit the estate since
the exemption will result in a reduction of PPC's property taxes
in West Virginia by approximately $1,000,000 per year, Mr.
Youngman explains.  "When a tax determination could benefit
creditors, especially in a chapter 11 case, the Bankruptcy Code's
objectives are implicated and courts routinely decline to
abstain," he asserts.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Bank of Montreal Financing to be Cut to $350MM
---------------------------------------------------------------
Pilgrim's Pride Corporation and its debtor affiliates asked Judge
D. Michael Lynn of the United States Bankruptcy Court for the
Northern District of Texas for authority to enter into the Third
Amendment to Amended and Restated Post-Petition Credit Agreement
by and among the Debtors, the DIP Lenders and Bank of Montreal.

On December 2, 2008, the Bankruptcy Court granted interim approval
authorizing the Company and certain of its subsidiaries consisting
of PPC Transportation Company, PFS Distribution Company, PPC
Marketing, Ltd., and Pilgrim's Pride Corporation of West Virginia,
Inc. (collectively, the "US Subsidiaries"), and To-Ricos, Ltd.,
and To-Ricos Distribution, Ltd., to enter into a Post-Petition
Credit Agreement among the Company, as borrower, the US
Subsidiaries, as guarantors, Bank of Montreal, as agent (the "DIP
Agent"), and the lenders party thereto.  On December 2, 2008, the
Company, the US Subsidiaries and the other parties entered into
the Initial DIP Credit Agreement, subject to final approval of the
Bankruptcy Court.  On December 30, 2008, the Bankruptcy Court
granted final approval authorizing the Company and the
Subsidiaries to enter into an Amended and Restated Post-Petition
Credit Agreement dated December 31, 2008, as amended, among the
Company, as borrower, the Subsidiaries, as guarantors, the DIP
Agent, and the lenders party thereto.

The DIP Credit Agreement provides for an aggregate commitment of
up to $450 million, which permits borrowings on a revolving basis.
The commitment includes a $25 million sub-limit for swingline
loans and a $20 million sub-limit for standby letters of credit.
Outstanding borrowings under the DIP Credit Agreement will bear
interest at a per annum rate equal to 8.0% plus the greatest of
(i) the prime rate as established by the DIP Agent from time to
time, (ii) the average federal funds rate plus 0.5%, or (iii) the
LIBOR rate plus 1.0%, payable monthly.  The weighted average
interest rates for the three and nine months ended June 27, 2009
were 11.25% and 11.33%, respectively.  The loans under the Initial
DIP Credit Agreement were used to repurchase all receivables sold
under the Company's Amended and Restated Receivables Purchase
Agreement dated September 26, 2008, as amended (the "RPA").  Loans
under the DIP Credit Agreement may be used to fund the working
capital requirements of the Company and its subsidiaries according
to a budget as approved by the required lenders under the DIP
Credit Agreement.

Actual borrowings by the Company under the DIP Credit Agreement
are subject to a borrowing base, which is a formula based on
certain eligible inventory and eligible receivables.  The
borrowing base formula is reduced by (i) pre-petition obligations
under the Fourth Amended and Restated Secured Credit Agreement
dated as of February 8, 2007, among the Company and certain of its
subsidiaries, Bank of Montreal, as administrative agent, and the
lenders parties thereto, as amended, (ii) administrative and
professional expenses incurred in connection with the bankruptcy
proceedings, and (iii) the amount owed by the Company and the
Subsidiaries to any person on account of the purchase price of
agricultural products or services (including poultry and
livestock) if that person is entitled to any grower's or
producer's lien or other security arrangement.  The borrowing base
is also limited to 2.22 times the formula amount of total eligible
receivables.  The DIP Credit Agreement provides that the Company
may not incur capital expenditures in excess of $150 million.  The
Company must also meet minimum monthly levels of EBITDAR.  Under
the DIP Credit Agreement, "EBITDAR" means, generally, net income
before interest, taxes, depreciation, amortization, writedowns of
goodwill and other intangibles, asset impairment charges, certain
closure costs and other specified costs, charges, losses and
gains.  The DIP Credit Agreement also provides for certain other
covenants, various representations and warranties, and events of
default that are customary for transactions of this nature.  As of
June 27, 2009, the applicable borrowing base and the amount
available for borrowings under the DIP Credit Agreement were both
$348.6 million as there were no outstanding borrowings under the
Credit Agreement.

The principal amount of outstanding loans under the DIP Credit
Agreement, together with accrued and unpaid interest thereon, are
payable in full at maturity on December 1, 2009, subject to
extension for an additional six months with the approval of all
lenders thereunder.  All obligations under the DIP Credit
Agreement are unconditionally guaranteed by the Subsidiaries and
are secured by a first priority priming lien on substantially all
of the assets of the Company and the Subsidiaries, subject to
specified permitted liens in the DIP Credit Agreement.

The DIP Credit Agreement allows the Company to provide additional
advances to the Non-filing Subsidiaries of up to approximately
$25 million.  Management believes that all of the Non-filing
Subsidiaries, including the Company's Mexican subsidiaries, will
be able to operate within this limitation.

On July 15, 2009, the Company entered into a Third Amendment to
the DIP Credit Agreement.  The Amendment is subject to the
approval of the Bankruptcy Court.  The Amendment amends the DIP
Credit Agreement to allow the Company to invest in certain
interest bearing accounts and government securities, subject to
certain conditions.  In connection with the Amendment, the Company
also agreed to reduce the total available commitments under the
DIP Credit Agreement from $450 million to $350 million.  The
Amendment also allows the Company to enter into certain ordinary
course hedging contracts relating to feed ingredients used by the
Company and its subsidiaries in their businesses.  The Company may
only enter into hedging contracts which satisfy the following
conditions, among other restrictions: (a) the contract is traded
on a recognized commodity exchange; (b) the contract expiration
date is no later than March 21, 2010, or a later date if agreed to
by the DIP Agent; (c) the Company and its subsidiaries do not have
open forward, futures or options positions in the subject
commodity, other than commodity hedging arrangements entered into
at the request or direction of a customer, in excess of 50% of the
Company's other expected usage of such commodity for a specified
period; (d) the contract is not entered into for speculative
purposes; and (e) the Company will not have more than $100 million
in margin requirements with respect to all such non-customer
hedging contracts.

The amendments in the Third DIP Financing Amendment are
beneficial to the Debtors and their creditors, Stephen A.
Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas
stresses.  The removal of the current restriction on hedging to
allow Permitted Hedging Contracts will permit the Debtors to
hedge their businesses against future volatility in the prices of
certain commodities, like the price of corn used in the feed for
chickens, and to take advantage of current favorable hedging
conditions.

Moreover, since the DIP Credit Agreement currently only permits
Cash Collateral to be deposited in non-interest bearing accounts
maintained by the DIP Agent, the amendment to the existing
restriction on where Cash Collateral Accounts and Collection
Accounts may be held allows the Debtors to earn interest on Cash
Collateral and provides the Debtors added flexibility in managing
their cash management system.

A full-text copy of the Third DIP Credit is available for free
at http://bankrupt.com/misc/PPC_3rdDIPCreditAmendment.pdf

                 Creditors Committee's Objection

The Official Committee of Unsecured Creditors objects to the
Debtors' motion to enter into the Third DIP Credit Agreement,
contending that the Debtors need to show why it is necessary to
continue to pay the commitment fees called for under the DIP
Credit Agreement for what is now a "stand-by" DIP.  The
Creditors' Committee tells the Court the Debtors need to explain
why the Debtors are not terminating the DIP loan and why is it
necessary to continue to maintain the DIP Credit Agreement.

The Debtors, in response, note that the Creditors' Committee is
the only objecting party to the Motion.  The Debtors further note
that the Creditors' Committee does not challenge or object to any
of the proposed amendments to the DIP Credit Agreement.  Instead,
the Committee appears to challenge the Debtors' business decision
to keep in place the postpetition financing facility.

The Debtors maintain that it is in the best interest of their
estates and their creditors to maintain a postpetition credit
facility on a "standby" basis, albeit at a smaller commitment
level.

Mr. Youngman asserts that as recent history has shown, capital
markets and the economy are volatile and, among other things, it
is essential that the Debtors' customers, suppliers, and
employees see that the Debtors have sufficient liquidity if the
unexpected should occur.

The Debtors insist that their request should be approved.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Signs Deals for $1.65 Billion Exit Financing
-------------------------------------------------------------
The Chapter 11 cases of Pilgrim's Pride Corporation and its
debtor affiliates have progressed on track and it is in their
goal to confirm a plan of reorganization and exit bankruptcy by
the end of 2009.  A key element of the restructuring contemplated
by any proposed plan of reorganization and condition precedent to
any plan is the availability of exit financing that will provide
sufficient funding for the Debtors to meet their cash obligations
on the effective date of the plan and thereafter.

Accordingly, the Debtors are currently working with certain of
their existing lenders to establish an exit financing facility.
Because the Debtors anticipate the need for a substantial exit
financing facility, the Debtors believe that a loan syndicate is
the best option to obtain that financing.  To that end, the
Debtors have engaged the assistance of CoBank, ACB, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
International," New York Branch, to structure and arrange the
exit financing facility and to use their best efforts to form a
syndicate of financial institutions to provide financing for any
exit credit facility pursuant to the terms of a mandate letter
and mandate fee letters, and, upon execution, a commitment letter
and commitment fee letters.

                 Mandate & Commitment Letters

By this motion, the Debtors ask Judge D. Michael Lynn of the
United States Bankruptcy Court for the Northern District of Texas
to approve the Mandate Letter, dated July 21, 2009, by and among
PPC, To-Ricos, Ltd., To-Ricos Distribution, Ltd., CoBank, and
Rabobank setting forth the terms and conditions on which CoBank
and Rabobank will structure, arrange, and syndicate a credit
facility to provide exit financing to the Debtors in connection
with a plan of reorganization.

Pursuant to the Mandate Letter, CoBank and Rabobank will
structure, arrange and syndicate a senior revolving, term A and
term B credit facility in an aggregate principal amount of up to
$1,650,000,000 for the Debtor Parties, pursuant to exit financing
being provided in connection with a plan of reorganization of the
Debtors.

CoBank and Rabobank and, to the extent they are appointed, other
institutions will serve as joint lead arrangers to form a
syndicate of financial institutions, in consultation with and
reasonably acceptable to the Debtor Parties, to provide the
financing for the Credit Facility.  The Mandate Letter provides
that CoBank will serve as the sole and exclusive administrative
agent for the Credit Facility, and CoBank and Rabobank will serve
as joint syndication agents.  However, neither the Mandate Letter
nor the Mandate Fee Letters constitute a commitment by CoBank or
Rabobank or any of their affiliates to provide or underwrite any
portion of the Credit Facility.

The Mandate Letter further provides that the arrangements with
CoBank and Rabobank will be on an exclusive basis through
September 15, 2009, and that during that period the Debtor
Parties will not solicit, initiate, entertain, or permit any
discussions in respect of the offering, placement, or arrangement
of any competing senior credit facility or facilities of the
Debtor Parties.

The Mandate Letter contains customary provisions for loan
syndication arrangements, including an obligation of the Debtor
Parties to cooperate with and assist CoBank and Rabobank in their
efforts to syndicate an exit facility.  The Mandate Letter also
requires the Debtor Parties, subject to approval by the Court, to
pay the Joint Lead Arrangers, any additional Joint Lead
Arrangers, the Joint Syndication Agents and an institution for
the Credit Facility the nonrefundable fees set forth in the
Mandate Fee Letters and to reimburse CoBank and Rabobank and
their respective affiliates for all reasonable and documented out
of pocket expenses incurred in connection with the Credit
Facility and any related documentation and administration.

The Mandate Letter further provides for the Debtor Parties to
indemnify each Lender Party and its affiliates, as well as their
officers, directors, employees, advisors and agents, against all
claims and liabilities to which any the Indemnified Person may
become subject, in connection with the Mandate Letter, the Credit
Facility, the use of the Facility's proceeds, or any related
transaction.

A full-text copy of the Mandate Letter is available for free
at http://bankrupt.com/misc/ppc_mandateletter.pdf

Upon execution, the Commitment Letter will supersede the Mandate
Letter.  The Commitment Letter contains substantially the same
terms as the Mandate Letter except that it:

  (a) provides that CoBank and Rabobank collectively will commit
      a portion of the Credit Facility;

  (b) extends the exclusivity period for the Joint Lead
      Arrangers to provide the exit financing from September 15,
      2009, to December 31, 2009; and

  (c) authorizes the lenders providing the exit financing to
      condition their commitments to provide that financing upon
      (i) certain additional conditions relating to the Debtor
      Parties' delivery of satisfactory information regarding
      their corporate structure, capital structure, debt
      instruments, material agreements, governing documents and
      financial condition, subject to the approval of the Debtor
      Parties; and (ii) delivery of certain due diligence
      information within the time periods set forth in the
      Commitment Letter.

A draft copy of the Commitment Letter is available for free at
http://bankrupt.com/misc/ppc_exitletter.pdf

                          Fee Letters

In connection with the entry to the Mandate and Commitment
Letters, the Debtors ask the Court to approve:

  -- an administrative agent fee letter with CoBank;

  -- a collateral agent fee letter with CoBank and Rabobank;

  -- a joint lead arranger fee letter with CoBank and Rabobank;

  -- a joint syndication agent fee letter with CoBank and
     Rabobank; and

  -- commitment fee letters.

The Joint Syndication Agent Mandate Fee Letter provides that,
following entry of an order authorizing the Debtor Parties to
enter into the Mandate Letter and Mandate Fee Letters, the
Debtors must pay certain fees to each Joint Syndication Agent
provided that, among other things, the Debtor Parties, CoBank and
Rabobank have entered into the Commitment Letter and Commitment
Fee Letters.  In addition, the Mandate Fee Letters provide for
additional amounts to be paid by the Debtors prior to
December 31, 2009, if other conditions are met.  The Joint Lead
Arranger Mandate Fee Letter and Joint Syndication Agent Mandate
Fee Letter provide that the full amount of the arranger and
syndication fees under those documents must be paid if the
Lender Parties are willing to provide financing on terms
substantially similar to those contemplated in the term sheet
attached to the Mandate Letter and the Debtor Parties do not
accept the financing but consummate exit financing with another
party.

Upon execution of the Commitment Letter, the Commitment Fee
Letters will supersede the Mandate Fee Letters.  The Commitment
Fee Letters do not alter the amount of fees that would otherwise
have been paid pursuant to the terms of the Mandate Fee Letters;
that is, the fees the Debtors are obligated to pay remains
unchanged by the superseding of the Mandate Fee Letters by the
Commitment Fee Letters, although the Commitment Fee Letters do
contain certain insubstantial changes to the Mandate Fee Letters.

The Debtors seek the Court's authority to pay fees and expenses
pursuant to the terms set forth in the Mandate Letter, Commitment
Letter, and Fee Letters.

Because the Fee Letters contain proprietary information, the
Debtors have not described in detail the fee arrangements set
forth in the Fee Letters.  The Debtors seek the Court's authority
to file the Fee Letters under seal so that the specific fee
arrangements may be disclosed to the Court, the United States
Trustee and to the statutory committees appointed in theses
Chapter 11 cases who have executed appropriate confidentiality
agreements.

Mayer Brown LLP represents the Administrative Agent and the Joint
Lead Arrangers.  Mayer Brown is located at:

    1675 Broadway
    New York, NY 10019-5820
    Tel: (212) 506-2500
    Fax: (212) 262-1910

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


POWERMATE CORP: Committee Co-Proponent to Liquidating Plan
----------------------------------------------------------
Powermate Holding Corp. and its affiliates filed a liquidating
chapter 11 Plan and explanatory disclosure statement with the U.S.
Bankruptcy Court for the District of Delaware.  The Plan is co-
sponsored by the official committee of unsecured creditors formed
in Powermate's case.

A hearing to approve the adequacy of the Disclosure Statement is
scheduled for September 4, 2009, at 10:00 a.m.  Objections, if
any, are due no later than 4:00 p.m. on August 28.

The Plan is a single, joint liquidating plan for Powermate and two
affiliates.  On or after the Plan's effective date, a Plan
administrator will wind up the Debtors' affairs and liquidate any
remaining estate assets.  Distributions under the Plan will come
from cash, collection of accounts receivable, and disposal of the
Debtors' other non-cash assets.  The Debtors estimate that they
will have approximately $7,000,000 in cash and a book value of
$1 million in uncollected accounts receivable on or about the
effective date.

On May 5, 2008, and May 7, 2008, the Bankruptcy Court entered
orders approving the private sale of the majority of the Debtors'
finished goods inventory to Homelite Technologies, Ltd., and the
sale of substantially all of the Debtors' remaining assets to
various purchasers at an auction on May 2, 2008.

                 Secured Prepetition Indebtedness

As of the petition date, Powermate Corp. had total outstanding
secured debt in the approximate principal sum of $40.0 million.
Roughly $11.9 million is owed to Wachovia Bank, N.A.  As a result
of the sales of the Debtors' assets since the petition date,
Wachovia has been paid in full.

Roughly $18 million is owed by Powermate Corp. to York Street
Mezzanine Partners, L.P., and SCSF Powermate, LLC, under two
tranches of subordinated notes.  SCSF is an affiliate of Sun
Powermate, LLC, which owns 95% of the parent entity of the
Debtors; and York is a 5% shareholder in the Debtors' parent
entity.

Powermate Corp. is also a borrower under a $10 million junior
subordinated note issued by Sun Powermate.

Powermate Holding Corp. has roughly $6.3 million in unsecured debt
issued in connection with Sun Powermate's purchase of Powermate
Holding in 2004.  The Debtors have approximately $45 million in
trade debt that was unpaid as of the petition date.

                      Summary of Plan Terms

Pursuant to the Plan terms, after payment of $4.7 million from the
Prepetition Claims Bucket to holders of unsecured claims, each
holder of an allowed secured claim (other than the lenders whose
secured claims will be treated in accordance with the Stipulation)
will receive a return of the collateral or other property that
secures the claim.  The Prepetition Claims Bucket refers to the
segregated account created by the Debtors for distribution to the
prepetition allowed unsecured creditors.  The Stipulation refers
to that certain Stipulation and Settlement amount the Debtors, the
Committee, Sun Powermate, SCSF, York, and the Sun Director
Designees, approved by the Bankruptcy Court on November 18, 2008.

Allowed unsecured claims will receive their pro rata share of the
$4.7 million in the Prepetition Claims Bucket and any other cash
distribution from the estate assets in accordance with the
Stipulation.  Equity interests will not receive or retain any
property under the Plan.

              Classification of Claims and Interests

The Plan places the various claims against and interests in the
Debtors into 4 classes:

           Claim              Treatment         Voting Rights
-------------------------    ----------    ---------------------
Class 1 - Priority Claims    Unimpaired    Deemed to accept; not
                                            entitled to vote.

Class 2 - Secured Claims     Impaired      Entitled to vote.

Class 3 - Unsecured Claims   Impaired      Entitled to vote.

Class 4 - Equity Interests   Impaired      Deemed to reject; not
                                            entitled to vote.

Copies of the Disclosure Statement and Plan are available at:

     http://bankrupt.com/misc/powermate.ch11plan.pdf
     http://bankrupt.com/misc/powermate.ds.pdf

Headquartered in Aurora, Illinois, Powermate Holding Corp.,
Powermate Corp., and Powermate International, Inc. --
http://www.powermate.com/-- were, prior to the petition date, one
on the world's leading manufacturers of portable and standby
electric generators, pressure washers and accessories.  Prior to
the sale of a portion of their business in March 2008, the Debtors
also were a leading supplier of air compressors and air tools.
Products were distributed through mass retailers, home centers,
specialty store chains, industry buying co-operatives, on-line e-
Dealers, and independent hardware retailers.

Powermate Holding is the 100% owner of Powermate Corp. and two
non-debtor entities, Powermate Canada, Inc., a Canadian
corporation, and Powermate S. de R.L. de C.V., a Mexican
corporation.  Powermate Corp., in turn is the 100% owner of
Powermate International.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the official committee of unsecured creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.  In its schedules filed with the Bankruptcy
Court on May 23, 2008, Powermate Corporation disclosed assets of
$60,139,442 against debts of $85,700,759.


PRIMEDIA INC: Swings to $11.7 Million Net Loss in June 30 Quarter
-----------------------------------------------------------------
PRIMEDIA Inc. swung to a net loss of $11.7 million for the
three months ended June 30, 2009, compared to a net income of
$1.93 million for the same period a year ago.  PRIMEDIA posted a
net loss of $11.3 million for the six months ended June 30, 2009,
compared to a net income of $15.5 million for the same period a
year ago.

Second quarter highlights include:

     -- Total revenue of $65.2 million, representing an
        $11.6 million decrease compared to second quarter 2008,
        primarily due to lower New Homes and DistribuTech revenue.

     -- Apartments, the Company's largest division, representing
        92% of second quarter advertising revenue, recorded a 1.0%
        decline in revenue compared to second quarter 2008.

     -- Adjusted EBITDA decreased $1.3 million to $13.6 million;
        however, Adjusted EBITDA margin increased to 20.9% from
        19.4% compared to second quarter 2008.

     -- Provision for restructuring costs was $21.5 million,
        primarily as a result of previously announced actions to
        optimize the Company's distribution footprint by
        eliminating underperforming locations.

     -- Income from Continuing Operations decreased $11.8 million
        to ($8.3) million, or ($0.19) per common share, primarily
        due to lower revenue and higher restructuring costs,
        partially offset by gain on redemption of debt.

     -- Retired $14.0 million in long-term debt, resulting in a
        net gain of $3.6 million.

As of June 30, 2009, the Company posted $244.5 million in total
assets and $357.7 million in total liabilities, resulting in
$113.2 million in stockholders' deficiency.   As of June 30, the
Company's cash and cash equivalent balance was $2.1 million,
versus $6.8 million as of June 30, 2008.  The Company had debt,
net of cash, of $231.0 million at June 30, 2009, compared to net
debt of $247.1 million at June 30, 2008.  In addition to the
required quarterly repayment under the Company's Term Loan
Facility and repayment of $4.4 million outstanding under the
revolving credit facility, the Company used excess cash to retire
an incremental $14.0 million of its Term Loan B Facility.

"We strengthened our competitive positioning and made significant
improvements in operating efficiency during the second quarter,"
said Charles Stubbs, president and CEO of PRIMEDIA.  "Despite
challenging economic conditions, our Apartments businesses
achieved gains in customer count, expanded markets and produced
relatively stable financial results. The ongoing weakness in the
residential real estate market continued to adversely impact our
New Homes and DistribuTech businesses, which contributed to a
decline in total revenue.

"We generated strong cash flow and improved the overall financial
health of the organization by effectively executing against our
strategic objectives and initiatives," added Mr. Stubbs.  "By
applying rigorous financial discipline to all of our operations,
we now expect to reduce our 2009 operating expenses by at least
$20 million compared to the 2008 operating expense base, a
$5 million improvement over the objective that we announced
earlier this year.  PRIMEDIA has a strong financial foundation,
and we remain committed to managing our businesses with focused
discipline, while investing in growth opportunities to increase
our customer count and enhance long-term shareholder value."

On June 30, 2009, the Company's bank credit facility was amended.
Among other things, the Amendment gives the Company the right to
prepay or otherwise acquire with or for cash, on either a pro rata
or non-pro rata basis, loans outstanding under the Term Loan B
Facility and held by lenders who consent to the prepayment or
acquisition, at a discount to the par value of such principal at
any time and from time to time on and after June 30, 2009 and on
or prior to June 30, 2011; provided that the aggregate amounts
expended by the Company in connection with all prepayments or
acquisitions do not exceed $35.0 million.  All loans prepaid or
acquired will be retired and extinguished and deemed paid
effective upon such prepayment or acquisition.

The Amendment also memorializes the reduction of the Revolving
Facility commitment of Lehman Commercial Paper Inc., a subsidiary
of Lehman Brothers Inc. to $0.0 million and, as a consequence
thereof, the total capacity under the Revolving Facility has
now been confirmed to have been reduced by $12.0 million to
$88.0 million.  The Company believed and had previously disclosed
that the total capacity under the Revolving Facility had been
effectively reduced by $12.0 million as a result of bankruptcy
proceedings related to Lehman Brothers Holdings Inc., the parent
company of Lehman.  The commitment under the Revolving Facility
for each other lender remains unchanged from each such lender's
commitment immediately prior to such reduction.  Additionally,
effective June 30, 2009, Lehman ceased to be a co-documentation
agent under the bank credit facility.

In connection with the Amendment, the Company incurred roughly
$500,000 in modification fees, which were paid to the creditors
and will be expensed over the remaining term of the loan.

There are no scheduled commitment reductions under the Revolving
Facility.  The loans under the Term Loan B Facility are subject to
scheduled repayment in quarterly installments of $600,000 each
payable on March 31, June 30, September 30, and December 31 of
each year through June 30, 2014, followed by a final repayment of
$219.8 million on the Term Loan B Maturity Date.

On June 30, 2009, the Company redeemed $14.0 million in principal
of its Term Loan B Facility for $10.1 million.  In connection with
the redemption the Company also wrote off $300,000 in deferred
financing fees, resulting in a net gain of $3.6 million, which is
included in other income, net in the condensed consolidated
statement of operations.

In September 2008, the Company borrowed $13.2 million against
its Revolving Facility.  In March 2009, the Company repaid
$8.8 million of the amount outstanding and the remaining
$4.4 million in June 2009.  In early July 2009, the Company
borrowed $5.0 million against its Revolving Facility and repaid
the entire amount borrowed in late July 2009.

On May 15, 2008, the Company redeemed all $2.6 million of its
outstanding 8% Senior Notes.  The Notes were redeemed at a 4%
premium of the aggregate outstanding principal amount, which was
roughly $100,000.  The Company did not incur any early termination
penalties in connection with the redemption of the 8% Senior Notes
beyond the 4% redemption premium.

Under the most restrictive covenants contained in the bank credit
facilities agreement, the maximum allowable total leverage ratio,
as defined in the agreement, is 5.25 to 1.  As of June 30, 2009,
this leverage ratio was roughly 3.0 to 1.

A full-text copy of the Company's Form 10-Q filing is available at
no charge at http://ResearchArchives.com/t/s?412e

The Company's Board of Directors authorized a regular quarterly
cash dividend of $0.07 per share of common stock, payable on
September 2, 2009, to stockholders of record on August 17, 2009.
The Company currently expects to continue to pay a regular
quarterly dividend.

                        About PRIMEDIA Inc.

Headquartered in Atlanta, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.
operation, is a provider of advertising-supported consumer guides
for the apartment and new home industries.  Consumer Source
publishes and distributes more than 38 million guides such as
Apartment Guide and New Home Guide to roughly 60,000 U.S.
locations each year through its proprietary distribution network,
DistribuTech.  The Company also distributes category-specific
content on its leading Web sites, including
http://www.ApartmentGuide.com/,http://www.NewHomeGuide.com/,and
http://www.Rentals.com/,a comprehensive single unit real estate
rental site.

As reported by the Troubled Company Reporter on June 30, 2009,
Standard & Poor's Rating Services lowered its corporate credit
rating on Norcross, Georgia-based PRIMEDIA Inc. to 'B+' from
'BB-', reflecting S&P's expectation of continued operating
weakness at the new homes and distribution segments in 2009, which
is more than offsetting relatively flat performance at the
apartment segment.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on PRIMEDIA's
secured debt to 'B+' (the same level as the corporate credit
rating) from 'BB-'.  The recovery rating of '3' remains unchanged,
reflecting S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.


QSGI INC: Files Schedules of Assets and Liabilities
---------------------------------------------------
QSGI, Inc., has filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------      -----------
  A. Real Property                        $0
  B. Personal Property            $8,511,894
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,837,729
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $351,859
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,920,829
                                  ----------      -----------
TOTAL                             $8,511,894      $11,110,417

A copy of the Schedules is available at:

              http://bankrupt.com/misc/qsgi.SAL.pdf

                         About QSGI Inc.

Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and mainternance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware.  The Debtors filed for Chapter 11 on July 2,
2009 (Bankr. S. D. Fla. Lead Case No. 09-23658).  Bradley S.
Shraiberg, Esq. at Shraiberg, Ferrara, Landau P.A. represents the
Debtors in their restructuring efforts.  The Debtors listed
between $10 million and $50 million each in assets and debts.


QSGI INC: Obtains Court's Nod to Borrow $500,000 from Victory Park
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted QSGI, Inc., et al., authority to obtain postpetition
financing of up to $500,000, with an initial interim advance not
to exceed $250,000, from Victory Park Credit Opportunities Master
Fund, Ltd., in accordance with a budget.

A final hearing is scheduled for 1:30 p.m. on August 10, 2009.

Proceeds of the loan will be utilized for working capital and to
pay for the costs of administration of the Debtors' bankruptcy
cases.  Interest on the DIP Revolving Loan will be 12.5% p.a.
Default interest is 15.0% p.a.

All amounts due under the postpetition financing will become due
in full upon the earlier of (i) September 11, 2009; (ii) the
substantial consummation of a plan of reorganization that is
confirmed pursuant to an order of the Bankruptcy Court; (iii)
conversion of any of the Chapter 11 cases to a case under Chapter
7; (iv) dismissal of any of the Chapter 11 cases; (v) ten
days after receipt of a notice of an Event of Default; or (vi)
repayment in full in cash of the DIP indebtedness.

As security, Victory Park is granted first priority priming liens
upon all currently owned and hereafter acquired assets and real
and personal property of the Debtors.  In addition, subject to a
maximum carve-out not to exceed $200,000 in the aggregate, the DIP
indebtedness will have the highest administrative priority under
Section 364(c)(1) of the Bankruptcy Code, which will at all times
be senior to the rights of any Debtor, any successor trustee or
estate representative in the Debtors' chapter 11 cases or any
successor cases.

As of the petition date, the Debtors were indebted to Victory Park
in the amount of $6,331,816 plus interest costs and attorneys
fees.

                         About QSGI Inc.

Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and mainternance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware.  The Debtors filed for Chapter 11 on July 2,
2009 (Bankr. S. D. Fla. Lead Case No. 09-23658).  Bradley S.
Shraiberg, Esq. at Shraiberg, Ferrara, Landau P.A. represents the
Debtors in their restructuring efforts.  The Debtors listed
between $10 million and $50 million each in assets and debts.


QUEST ENERGY: Restates Form 10-Q for Quarter Ended September 30
---------------------------------------------------------------
Quest Energy Partners, L.P., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
quarter ended September 30, 2008, which includes:

   -- consolidated interim financial statements as of
      September 30, 2008, and for the three and nine month periods
      ended September 30, 2008, which have not previously been
      issued; and

   -- its predecessor's restated carve out financial statements
      for the three and nine month periods ended September 30,
      2007, which have not previously been restated in any other
      report, for the Company.

The Company stated that its consolidated balance sheet as of
December 31, 2007, was restated in its annual report on Form 10-K
for the year ended December 31, 2008, filed on June 16, 2009, and
amended on July 28, 2009.

On August 22, 2008, in connection with an inquiry from the
Oklahoma Department of Securities, the boards of directors of
Quest Resource Corporation, Quest Energy GP, LLC, its general
partner, and Quest Midstream GP, LLC, the general partner of Quest
Midstream Partners, L.P., a private limited partnership controlled
by QRCP, held a joint working session to address certain
unauthorized transfers, repayments and re-transfers of funds to
entities controlled by their former chief executive officer, Jerry
D. Cash.

The Company added that a joint special committee comprised of one
member designated by each of the boards of directors of Quest
Energy GP, QRCP, and Quest Midstream GP was immediately appointed
to oversee an independent internal investigation of the Transfers.
In connection with this investigation, other errors were
identified in prior year financial statements and management and
the board of directors concluded that the Company had material
weaknesses in its internal control over financial reporting.  As
of December 31, 2008, these material weaknesses continued to
exist.

The board of directors of Quest Energy GP determined that its
audited consolidated financial statements as of December 31, 2007,
and for the period from November 15, 2007, to December 31, 2007,
its unaudited consolidated financial statements as of and for the
three months ended March 31, 2008, and as of and for the three and
six months ended June 30, 2008, the predecessor's audited
consolidated financial statements as of and for the years ended
December 31, 2005, and 2006, and for the period from January 1,
2007, to November 14, 2007, must no longer be relied upon.  The
predecessor's financial statements represent the carve out
financial position, results of operations, cash flows and changes
in partners' capital of the Cherokee Basin operations of QRCP, and
reflect the operations of Quest Cherokee, LLC, and Quest Cherokee
Oilfield Service, LLC, located in the Cherokee Basin, which QRCP
contributed to us at the completion of its initial public offering
on November 15, 2007.  The investigation and determination that
its issued financial statements must no longer be relied upon
resulted in its inability to timely file this quarterly report on
Form 10-Q for the quarter ended September 30, 2008.

In October 2008, Quest Energy GP's audit committee engaged a new
independent registered public accounting firm to audit its
consolidated financial statements for 2008 and, in January 2009,
engaged them to reaudit its consolidated financial statements as
of December 31, 2007, and for the period from November 15, 2007,
to December 31, 2007, and the predecessor's consolidated financial
statements as of and for the years ended December 31, 2005, and
2006, and for the period from January 1, 2007, to November 14,
2007.

It was determined that its issued consolidated financial
statements contained errors in a majority of the financial
statement line items for all periods presented.

The Company added that the quarterly report on Form 10-Q for the
quarter ended September 30, 2008, includes only comparisons of
reported amounts to the restated amounts for the three and nine
month periods ended September 30, 2007, which have not previously
been restated in any other report.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?411c

Based in Oklahoma City, Quest Energy Partners was formed by Quest
Resources Corporation in 2007 to conduct, in a master limited
partnership structure, the exploration and production operations
previously conducted by QRCP's wholly-owned subsidiaries, Quest
Cherokee, LLC, and Quest Cherokee Oilfield Service, LLC.  QRCP
owns 100% of Quest Energy Partners' general partner and controls
the election of the board of directors of the general partner.
Since Quest Energy Partners' initial public offering, its general
partner has had the same executive officers as QRCP.

Quest Energy Partners does not have any employees, other than
field level employees, and depends on QRCP for all general and
administrative functions necessary to operate Quest Energy
Partners' business.  QRCP provides services pursuant to the terms
of the management services agreement between Quest Energy Partners
and Quest Energy Service, LLC, a wholly owned subsidiary of QRCP.

Going Concern Doubt

As reported in the Troubled Company Reporter on July 1, 2009,
UHY LLP in Houston, Texas, in its June 15, 2009 audit report,
raised substantial doubt about the ability of Quest Energy
Partners, L.P., and subsidiaries -- the Partnership -- to continue
as a going concern, citing the Partnership's inability to amend
the terms of its credit facilities.

Quest Energy Partners does not expect to be in compliance with the
covenants in its credit agreements for all of 2009.  If defaults
exist at June 30, 2009, or in subsequent periods that are not
waived by the lenders, Quest Energy Partners said its assets could
be subject to foreclosure or other collection efforts.


QUEST ENERGY: Reclassifies Gains in 2008 Annual Report
------------------------------------------------------
Quest Energy Partners, L.P., filed with the Securities and
Exchange Commission an amendment on Form 10-K/A to its Annual
Report ended December 31, 2008, to correct an error identified in
July 2009, related to the incorrect classification of realized
gains on commodity derivative instruments during the year ended
December 31, 2008.

The Company stated that the error resulted in an understatement of
revenue and an overstatement of the gain from derivative financial
instruments by approximately $14.6 million for the year ended
December 31, 2008, of which $2.4 million, $17.8 million,
$15.1 million and a negative $20.7 million related to the quarters
ended March 31, June 30, September 30, and December 31, 2008,
respectively.  The error had no effect on net income (loss), net
income (loss) per unit, partners' equity or the Partnership's
Consolidated Balance Sheet, Consolidated Statement of Cash Flows
or Consolidated Statement of Partners' Equity as of and for the
year ended December 31, 2008, or any of the interim periods during
2008.

The Company added that the amendment sets forth the original
filing in its entirety; however, the amendment only amends:

   i) amounts and disclosures related to the error within the
      consolidated financial statements and elsewhere within the
      original filing;

  ii) disclosures for certain events occurring subsequent to the
      original filing; and

iii) other insignificant items to correct for certain
      typographical and other minor errors identified within the
      original filing.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?411a


Based in Oklahoma City, Quest Energy Partners was formed by Quest
Resources Corporation in 2007 to conduct, in a master limited
partnership structure, the exploration and production operations
previously conducted by QRCP's wholly-owned subsidiaries, Quest
Cherokee, LLC, and Quest Cherokee Oilfield Service, LLC.  QRCP
owns 100% of Quest Energy Partners' general partner and controls
the election of the board of directors of the general partner.
Since Quest Energy Partners' initial public offering, its general
partner has had the same executive officers as QRCP.

Quest Energy Partners does not have any employees, other than
field level employees, and depends on QRCP for all general and
administrative functions necessary to operate Quest Energy
Partners' business.  QRCP provides services pursuant to the terms
of the management services agreement between Quest Energy Partners
and Quest Energy Service, LLC, a wholly owned subsidiary of QRCP.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 1, 2009,
UHY LLP in Houston, Texas, in its June 15, 2009 audit report,
raised substantial doubt about the ability of Quest Energy
Partners, L.P., and subsidiaries -- the Partnership -- to continue
as a going concern, citing the Partnership's inability to amend
the terms of its credit facilities.

Quest Energy Partners does not expect to be in compliance with the
covenants in its credit agreements for all of 2009.  If defaults
exist at June 30, 2009, or in subsequent periods that are not
waived by the lenders, Quest Energy Partners said its assets could
be subject to foreclosure or other collection efforts.


RAMSONS INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ramsons Investment, Inc.
           dba Econo Lodge
           fdba Holiday Inn Express
        450 N. G Street
        San Bernardino, CA 92410

Bankruptcy Case No.: 09-28026

Chapter 11 Petition Date: August 6, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Lawrence A. Diamant, Esq.
                  1888 Century Park East, #1500
                  Los Angeles, CA 90067-1702
                  Tel: (310) 277-7400
                  Fax: (310) 277-7584
                  Email: kfinn@rdwlawcorp.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/cacb09-28026.pdf

The petition was signed by Sanjay Maharaj, vice president of the
Company.


RAYMOND PROFESSIONAL: Court Says Subcontractor Gets Account Funds
-----------------------------------------------------------------
WestLaw reports that under the Illinois Mechanics Lien Act, the
funds in a bank account created by the Chapter 11 debtor-
contractor and a subcontractor for excess project revenues in
connection with a project to construct a cogeneration power plant
facility were held in a pre-bankruptcy trust for the sole benefit
of the subcontractor, an Illinois bankruptcy court has held.
Therefore, the funds were not property of either the debtor's or
its parent company's bankruptcy estate.  The facility's owner had
agreed with the debtor to settle all claims against it for a
payment of $2.5 million, with payment conditioned on the debtor
and the subcontractor each providing waivers of lien.  The lien
waivers were given and $2.5 million was deposited into the
account.  The subcontractor did not waive its lien rights via an
earlier, "final" waiver, the court determined, as the earlier
waiver, though labeled "final," allowed the subcontractor to
retain a lien claim for retainage and extra work.  Thus, the
subcontractor did not then fully and finally waive all of its lien
rights.  Moreover, the subcontractor's rights under the Act did
not lapse, the court found, and the subcontractor's final lien
waiver applied to its outstanding lien claim, which exceeded the
amount of the settlement.  In re Raymond Professional Group, Inc.,
--- B.R. ----, 2009 WL 2185646 (Bankr. N.D. Ill.).

Engineering and design company Raymond Professional Group, Inc. --
http://www.raymond-co.com/index.cfm?fuseaction=home-- and five of
its affiliates filed Chapter 11 petitions (Bankr. N.D. Ill. Case
No. 06-16748) on December 18, 2006.  The Debtors are represented
by Jason M. Torf, Esq., at Schiff Hardin LLP in Chicago.  When the
Debtors sought chapter 11 protection, they estimated their assets
and debts between $1 million and $100 million.


REDENTOR SAN JUAN: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Redentor Beles San Juan
               Evangeline Gamad San Juan
               26 Estate Court
               South San Francisco, CA 94080

Bankruptcy Case No.: 09-32251

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtors' Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: ken@1031focus.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/canb09-32251.pdf

The petition was signed by the Joint Debtors.


RELIANCE INTERMEDIATE: S&P Assigns 'BB-' Rating on $100 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-' debt
rating to Reliance Intermediate Holdings LP's proposed 10-year
US$100 million senior notes, issued in substantially the same
terms and conditions as the US$250 million notes issued in July.
At the same time, S&P assigned a recovery rating of '4' to the
notes, indicating S&P's expectation of average (30%-50%) recovery
if a payment default occurs.  The ratings are subject to review of
final documentation and legal review.

Proceeds from the proposed issue will be distributed to Alinda
Capital Partners LLC, its ultimate 100% owner, to repay RIHLP's
earlier equity bridge injections.

The proposed debt rating reflects that the ultimate source of cash
flow is derived from what S&P considers Reliance LP's investment-
grade business risk profile, supported by predictable recurring
revenue from the company's utility-like water heater business,
which contributes to 80% of its EBITDA, and partially offset by
the relatively more variable security monitoring business.

"We also factor into the rating the structurally subordinated
nature of the proposed notes and the impact this will have on
RIHLP's ability to service these debts," said Standard & Poor's
credit analyst Greg Pau.  "RIHLP is a pure holding company whose
only asset is its equity interests in Reliance LP.  As such, S&P
believes it will solely rely on cash distributions from Reliance
LP for servicing its obligations under the proposed notes," Mr.
Pau added.

Despite the predictability of Reliance LP's operating cash flow,
S&P believe that cash distribution to RIHLP, limited to the
residual cash flow available after Reliance LP has satisfied its
own debt servicing requirements and financial obligations, could
be more volatile.  S&P considers Reliance LP effectively ring-
fenced with structural features that protect Reliance LP's
creditors and limit its ability to distribute cash to RIHLP, in
accordance with Standard & Poor's criteria on ring-fencing a
subsidiary.

Reliance LP is a special purpose, bankruptcy-remote operating
partnership formed to indirectly own the companies that operate a
portfolio of home comfort businesses, with provision of an
independent director and a nonconsolidation opinion.  In addition,
Reliance LP's debt agreement contains cash management features,
performance tests, and a debt service reserve in place, which
should ensure cash distribution to RIHLP.

The adequacy of the distributed cash in the future could, in S&P's
view, be reduced as a result of weaker Reliance LP's business cash
flow, or higher debt level (and therefore servicing requirement)
at either Reliance LP or RIHLP.  Standard & Poor's expects that
distributed cash to RIHLP in 2009 should be adequate to cover
2.4x-2.8x the annual interest of about C$37 million on the RIHLP
notes.  Although capacity under the debt covenants is adequate in
its view, S&P believes that a substantial increase in debt is
unlikely, barring a material increase in EBITDA.

RIHLP's liquidity is weak for the rating.  Although the proposed
notes (the only debt) mature in 2019 and there is no operating
cash requirement, RIHLP's debt servicing will effectively depend
on Reliance LP's cash distribution and, in the event of a
shortfall, on a capital injection from Alinda.

                           Ratings List

                           Reliance LP

                         Rating Assigned

                         Senior secured

             US$100 mil. nts due 2019             BB-
              Recovery rating                     4


RFS ECUSTA: Court Approves Trustee's Counsel's Contingency Fee
--------------------------------------------------------------
WestLaw reports that a court has allowed, as a reasonable fee for
representing a Chapter 7 trustee, the total compensation requested
in the law firm's fee application, including the contingency fee
for which the firm had bargained, in exchange for voluntarily
reducing its hourly rate by 25%, in the amount of 25% of the
trustee's total recoveries in excess of the amount needed to pay a
lender's secured claim in full.  It did not matter that unsecured
creditors would receive only a small dividend on their claims.
When the case was filed, it appeared that only the lender would
receive any payment on its claim, and only a partial payment at
that, and it was only as a result of the firm's exceptional
success in pursuing complicated litigation that the case was
transformed into one in which the lender was paid in full,
priority claims could be paid, and unsecured creditors could
receive even this small dividend.  In re RFS Ecusta Inc., --- B.R.
----, 2009 WL 1684704 (Bankr. W.D.N! .C.).

RFS Ecusta Inc., and RFS US Inc., were leading manufacturers of
high quality premium paper products for the tobacco and
specialty and printing paper products.  The Company filed for
chapter 11 protection on October 23, 2002 (Bankr. Del. Case No.
02-13110), and converted to a chapter 7 liquidation thereafter.
Christopher A. Ward, Esq., at The Bayard Firm represented the
Debtors in their restructuring efforts.  Lawyers at Moses &
Singer LLP and Mullen Holland & Cooper P.A., represent Langdon
M. Cooper, who serves as the Chapter 7 Trustee.  When the
Debtors filed for protection from their creditors, they
estimated debts and assets of more than $10 million each.


RICH CAPITOL: U.S. Trustee Sets Meeting of Creditors for August 25
------------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Rich Capitol, LLC's Chapter 11 case on August 25, 2009, at
2:30 p.m.  The meeting will be held at Flagler Waterview Bldg,
1515 N. Flagler Drive Room 870, West Palm Beach, Florida.

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

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

Headquartered in Boca Raton, Florida, Rich Capitol, LLC, aka
Capital Walk Apartments, operates an investment firm.  The Company
filed for Chapter 11 on July 28, 2009 (Bankr. S. D. Fla. Case No.
09-25422.)  Heather L. Harmon, Esq., represents the Debtors in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


RITE AID: Bank Debt Trades at 16% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 84.05
cents-on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.20
percentage points from the previous week, The Journal relates.
The loan matures on May 25, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

                     About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

                            *     *     *

The Troubled Company Reporter said on June 2, 2009, Moody's
Investors Service assigned a B3 rating to Rite Aid Corporation's
$400 million term loan due 2015.  All other ratings, including the
company's Caa2 Corporate Family Rating, Caa2 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity rating, were
affirmed.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at 'B-
' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of Feb. 28, 2009.


RIVER OAKS: Meeting of Creditors Scheduled for September 14
-----------------------------------------------------------
The U.S. Bankruptcy Administrator for Western District of North
Carolina will convene a meeting of creditors in River Oaks Landing
Development, LLC's Chapter 11 case on September 14, 2009, at
11:00 a.m.  The meeting will be held at the Johnson J. Hayes
Federal Building, 207 West Main Street, 2nd Floor, Wilkesboro,
North Carolina.

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.

Richmond, Virginia-based River Oaks Landing Development, LLC,
filed for Chapter 11 on July 27, 2009 (Bankr. W. D. N.C. Case No.
09-51073.)  Richard M. Mitchell, Esq., at Mitchell & Culp, PLLC,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $100,001 to $500,000 in debts.


ROCKY VALLEY: U.S. Trustee Sets Meeting of Creditors for August 24
------------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Rocky Valley Partners, LLC's Chapter 11 case on August 24,
2009, at 9:30 a.m.  The meeting will be held at the U.S. Custom
House, 721 19th St., Room 104, Denver, Colorado.

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.

Denver, Colorado-based Rocky Valley Partners, LLC filed for
Chapter 11 on July 28, 2009 (Bankr. D. Colo. Case No. 09-25177.)
George Dimitrov, Esq. represents the Debtor in its restructuring
efforts.  In its petition, the Debtor listed total assets of
$10,141,770 and total debts of $11,257,294.


SCO GROUP: Court Ousts Management From Control, Squashes Sale
-------------------------------------------------------------
Peg Brickley at The Wall Street Journal reports that the Hon.
Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has squashed The SCO Group Inc.'s third attempt to sell
itself and ousted the management from control of the Company.

Judge Gross said that SCO has been "waiting for 'the dough'" from
a losing battle with Novell Inc. for too long, The Journal
relates.  Novell is winning, and SCO's value is plummeting amid
"staggering losses, the report says, citing Judge Gross.

According to The Journal, the Judge Gross denied approval on SCO's
sale on suspicion the deal was a ploy to avoid having the
Company's Chapter 11 bankruptcy case dismissed.  Judge Gross said
that the "sale was clearly a rushed, last-ditch effort" to avoid
having SCO's bankruptcy case knocked down from a Chapter 11
proceeding to one under Chapter 7, and the terms of the deal were
"troublesome," the report states.

Citing Judge Gross, The Journal says that SCO's "bankruptcy cases
have been fraught with difficulties and have not progressed after
nearly 22 months."  The Journal relates that while Judge Gross
found that SCO has abandoned the idea of rehabilitating its
business, SCO General Counsel Ryan E. Tibbitts said that the
executive team is "still trying to work through" the implications
of the decision, and "we're obvious pleased that the court denied
IBM's and Novell's motions to convert the case to a Chapter 7.
Beyond that, we're still reviewing with our counsel."

The Journal states that Judge Gross ordered the appointment of a
Chapter 11 trustee to protect SCO, creditors and clients, and
suggested that federal bankruptcy watchdogs appoint a retired
judge or veteran litigator to decide what's next for SCO.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SEALY CORP: Murray to Replace Walker as SVP, Gen. Counsel & Sec.
----------------------------------------------------------------
Effective as of August 1, 2009, in anticipation of retirement,
Kenneth L. Walker has stepped down as Senior Vice President,
General Counsel & Secretary of Sealy Corporation.  As part of
Sealy's succession plan, the Board of Directors has selected
Michael Q. Murray to be Sealy's Senior Vice President, General
Counsel & Secretary effective August 1, 2009.  Mr. Murray has been
with Sealy for over 10 years, most recently as Vice President and
Associate General Counsel.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to roughly 3,000
customers with more than 7,000 retail outlets.

At May 31, 2009, the Company had $1.0 billion in total assets;
$222.8 million in current liabilities, $836.6 million in long-term
obligations, net of current portion, $95.9 million in rights
liability for convertible notes, $69.1 million in other
liabilities, $6.7 million in deferred income tax liabilities; and
$230.4 million in shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sealy Corp. to 'B' from 'B+'.  At the same time, S&P
lowered the issue-level ratings on the company's senior secured
credit facilities to 'BB-', from 'BB', while maintaining the '1'
recovery rating.  S&P also lowered the issue-level rating on the
Company's senior subordinated notes to 'CCC+' from 'B+', and
revised the recovery rating on these notes to '6' (indicating the
likelihood of negligible [0%-10%] recovery in a payment default)
from '4'.  At the same time, Standard & Poor's assigned its 'BB-'
issue-level rating with a recovery rating of '1' (indicating the
likelihood of very high [90%-100%] recovery) to Sealy Mattress'
proposed seven-year $350 million senior secured notes due 2016,
and a 'B' issue-level rating with a recovery rating of '4'
(indicating the likelihood of average [30%-50%] recovery) to its
proposed $177 million senior secured convertible pay-in-kind notes
due 2016.  Sealy's proposed $100 million asset-based revolving
credit facility maturing in 2013 is not rated.

On May 18, the TCR said Moody's Investors Service assigned a Ba3
rating to Sealy's proposed senior secured notes.  At the same
time, Sealy's B2 corporate family rating and probability-of-
default rating was affirmed as was the Caa1 rating on the senior
subordinated notes and SGL 3 liquidity rating.  The ratings
outlook remains negative.


SEMGROUP LP: Noble's $65.4MM Wins Auction for SemFuel Assets
------------------------------------------------------------
Noble Americas Corp., a company controlled by Hong Kong-based
commodity supplier Noble Group, won an Aug. 3 auction for some
SemFuel L.P. assets, after presenting a $65.4 million bid,
according to a report by Michael Bathon at Bloomberg News.

Judge Brendan Linehan Shannon will consider approving the sale at
an Aug. 13 hearing in Wilmington.

QuikTrip Corp, U.S. Oil Co. and Magellan Pipeline Co. had been
designated as so-called stalking-horse, or lead bidders, for
specific groups of assets.

At the auction the sale price rose $14.4 million from the opening
offer of $51 million, said Tom Becker, an outside spokesman for
SemGroup.

The assets being sold include facilities in Wisconsin, Michigan,
Kansas, Oklahoma, Iowa and Texas.

                        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)


SHIRLEY JOBE: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shirley A. Jobe
           dba Castle Antiques
        2908 Ocean Blvd
        Corona del Mar, CA 92625

Case No.: 09-18128

Chapter 11 Petition Date: August 6, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Marc C. Forsythe, Esq.
            18101 Von Karman Avenue, Suite 510
            Irvine, CA 92612
            Tel: (949) 798-2460
            Fax: (949) 955-9437
            Email: kmurphy@goeforlaw.com

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

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

The petition was signed by Ms. Jobe.

Debtor's List of 6 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Wells Fargo Financial          Cash Advance           $4,367
Advance

Home Depot                     Credit Card            $2,874
                               Purchases

Neiman Marcus                  Credit Card            $2,262
                               Purchases

Washington Mutual (Chase)      Credit Card            $1,872
                               Purchases

Macy's Visa                    Credit Card            $1,030
                               Purchases

HSBC Card Services             Credit Card            $979
                               Purchases


SIRIUS XM: Inks New Employment Deal with Scott Greenstein
---------------------------------------------------------
Sirius XM Radio Inc. on July 28, 2009, entered into a new
employment agreement with Scott A. Greenstein to continue to serve
as the Company's President and Chief Content Officer through
July 27, 2013.

The Employment Agreement provides for an annual base salary of
$850,000, with an increase to at least $925,000 on January 1,
2010; at least $1,000,000 on January 1, 2011; at least $1,100,000
on January 1, 2012; and at least $1,250,000 on January 1, 2013.
Mr. Greenstein will also be eligible to receive annual bonuses in
an amount determined each year by the Compensation Committee of
our board of directors.  The Employment Agreement supersedes Mr.
Greenstein's existing employment agreement.

In connection with the execution of the Employment Agreement,
Sirius XM granted Mr. Greenstein an option to purchase 27,768,136
shares of the Company's common stock at an exercise price of $0.43
per share (the closing price of the Company's common stock on
July 28, 2009).

The Option will vest in four equal installments on each of
July 26, 2010, July 26, 2011, July 26, 2012 and July 26, 2013.
The vesting of these stock options will accelerate upon the
termination of Mr. Greenstein's employment by the Company without
cause, by him for good reason, and upon his death or disability.
The Option will generally expire on July 27, 2019, subject to
earlier termination following Mr. Greenstein's termination of
employment.

If Mr. Greenstein's employment is terminated without cause or he
terminates his employment for good reason, subject to an execution
of a release of claims, the Company is obligated to pay him a lump
sum payment equal to his then annual salary and the cash value of
the bonus last paid or payable to him in respect of the preceding
fiscal year and to continue his health and life insurance benefits
for one year.

In the event that any payment the Company makes, or benefit the
Company provides, to Mr. Greenstein would require him to pay an
excise tax under Section 280G of the Internal Revenue Code, the
Company has agreed to pay Mr. Greenstein the amount of such tax
and such additional amount as may be necessary to place him in the
exact same financial position that he would have been in if the
excise tax was not imposed.

                   Karmazin Employment Agreement

On June 30, 2009, the Company entered into an amendment to the
amended Employment Agreement, dated November 18, 2004, with Mel
Karmazin Employment Agreement.  The Amendment (i) extends the term
of the Employment Agreement through and until December 31, 2012,
(ii) increases his base salary from $1,250,000 per year to
$1,500,000 per year beginning on January 1, 2010, and (iii)
provides for the grant of an option to purchase 120,000,000 shares
of our common stock, at an exercise price of $0.430 per share (the
closing price of the Company's common stock on June 30, 2009).
Other than as provided in the Amendment, the Employment Agreement
will continue in accordance with its terms.

The Option will vest in equal installments on each of December 31,
2010, December 31, 2011, June 30, 2012 and December 31, 2012.  The
vesting of the stock options will accelerate upon the termination
of Mr. Karmazin's employment by the Company without cause, by him
for good reason, upon his death or disability and in the event of
a change of control.

The Option will generally expire on December 31, 2014; provided
that if the parties subsequently agree to extend the term of the
Employment Agreement through December 31, 2013 or later, then the
term of the Option will automatically extend until the later of
(i) December 31, 2015 and (ii) the date that is one year following
the date that such new employment agreement expires.

                       About SIRIUS XM Radio

Based in New York, SIRIUS XM Radio Inc. broadcasts in the United
States music, sports, news, talk, entertainment, traffic and
weather channels for a subscription fee through proprietary
satellite radio systems.  Subscribers can also receive certain
music and other channels over the Internet.  The Company's
satellite radios are primarily distributed through automakers,
retailers and the Company's Web sites.   The Company has
agreements with every major automaker to offer SIRIUS or XM
satellite radios as factory or dealer-installed equipment in their
vehicles.  SIRIUS and XM radios are also offered to customers of
rental car companies.

                          *     *     *

As reported by the Troubled Company Reporter on April 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
February 17, 2009.  The corporate credit rating outlook is stable.


SIRIUS XM: Net Loss Widens to $157.3 Million in June 30 Quarter
---------------------------------------------------------------
Sirius XM Radio Inc. posted wider net loss of $157.3 million
for the three months ended June 30, 2009, from a net loss of
$83.8 million for the same period a year ago.  Sirius XM posted a
net loss of $207.7 million for the six months ended June 30, 2009,
from a net loss of $188.0 million for the same period a year ago.

Second quarter 2009 pro forma total revenue was $608 million,
up 1% from second quarter 2008 pro forma total revenue of
$601 million.  Second quarter 2009 subscription revenue was
$577 million, up 3% from the second quarter 2008 subscription
revenue of $558 million. Subscriber acquisition cost per gross
subscriber addition was $57 in the second quarter 2009, an
improvement of 20% over the $71 in pro forma SAC per gross
subscriber addition in the second quarter 2008.

For the six months ended June 30, 2009, SIRIUS XM recognized total
pro forma revenue of $1,213 million compared with $1,180 million
for the six months ended June 30, 2008.  This 3%, or $33 million,
increase in revenue was primarily driven by an increase in
subscriber revenue resulting primarily from a 4% growth in
weighted average subscribers over the period as well as revenues
from the sale of "Best of" programming, increased rates on the
company's multi-subscription packages and revenues earned on the
company's internet packages.

As of June 30, 2009, the Company had $7.50 billion in total
assets and $7.36 billion in total liabilities, resulting in
$143.7 million in stockholders' equity.

"Just one year ago, combined operations produced negative adjusted
income from operations of $61 million," said Mel Karmazin, SIRIUS
XM's CEO.  "This year our revenue increase in the second quarter,
paired with a $187 million expense reduction, drove an improvement
of roughly $193 million in adjusted income from operations to
$132 million in second quarter 2009.  Based on these results we
are increasing guidance again and expect to exceed over $400
million in adjusted income from operations during 2009.  Growing
our revenue in the face of broad declines in the advertising and
automotive markets is a remarkable accomplishment, and we are well
positioned for a rebound in auto sales."

SIRIUS XM expects to achieve over $400 million in 2009 adjusted
income from operations.  This is an increase from the company's
previous guidance of over $350 million in 2009 adjusted income
from operations provided on May 7, 2009.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?412f

On July 1, 2009, the Company filed with the Securities and
Exchange Commission a registration statement on Form S-8 to
register 600,000,000 shares of common stock in connection with the
Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan.  A full-
text copy of the Form S-8 filing is available at no charge at:

               http://ResearchArchives.com/t/s?4131

                       About SIRIUS XM Radio

Based in New York, SIRIUS XM Radio Inc. broadcasts in the United
States music, sports, news, talk, entertainment, traffic and
weather channels for a subscription fee through proprietary
satellite radio systems.  Subscribers can also receive certain
music and other channels over the Internet.  The Company's
satellite radios are primarily distributed through automakers,
retailers and the Company's Web sites.   The Company has
agreements with every major automaker to offer SIRIUS or XM
satellite radios as factory or dealer-installed equipment in their
vehicles.  SIRIUS and XM radios are also offered to customers of
rental car companies.

                          *     *     *

As reported by the Troubled Company Reporter on April 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
February 17, 2009.  The corporate credit rating outlook is stable.


SIRIUS XM: Posts $6.26 Mil. Q2 Revenue Related to General Motors
----------------------------------------------------------------
SIRIUS XM Radio Inc. said it recorded total revenue from General
Motors, primarily consisting of subscriber revenue, of $6,264,000
and $13,256,000 for the three and six months ended June 30, 2009,
respectively.

The Company recognized Sales and marketing expense with GM of
$7,537,000 and $15,631,000 for the three and six months ended June
30, 2009, respectively.  It recognized Revenue share and royalties
expense with GM of $13,982,000 and $31,655,000 for the three and
six months ended June 30, 2009, respectively. It recognized
Subscriber acquisition costs with GM of $5,545,000 and $14,805,000
for the three and six months ended June 30, 2009, respectively.

As of June 30, 2009, amounts due from GM and prepaid expenses with
GM recorded in Related party current assets were $9,672,000 and
$92,796, respectively.  As of June 30, prepaid expenses with GM
recorded in Related party long-term assets were $100,863,000.  As
of December 31, 2008, amounts due from GM and prepaid expenses
with GM recorded in Related party current assets were $10,132,000
and $94,444,000, respectively.  As of December 31, 2008, prepaid
expenses with GM recorded in Related party long-term assets were
$116,296,000.

As of June 30, 2009 and December 31, 2008, amounts due to GM
recorded in Related party current liabilities were $54,329,000 and
$63,023,000, respectively.  As of June 30, 2009 and December 31,
2008, amounts due to GM recorded in Related party long-term
liabilities were $21,123,000 and $0, respectively.

XM has a long-term distribution agreement with GM.  GM has a
representative on the Company's board of directors and is
considered a related party.  During the term of the agreement, GM
has agreed to distribute the XM service.  To encourage the broad
installation of XM radios in GM vehicles, XM subsidizes a portion
of the cost of XM radios and makes incentive payments to GM when
the owners of GM vehicles with installed XM radios become
subscribers to XM's service.  XM also shares with GM a percentage
of the subscriber revenue attributable to GM vehicles with
installed XM radios.  As part of the agreement, GM provides
certain call-center related services directly to XM subscribers
who are also GM customers for which we reimburse GM.

XM makes bandwidth available to OnStar Corporation for audio and
data transmissions to owners of XM-enabled GM vehicles, regardless
of whether the owner is an XM subscriber.  OnStar's use of XM's
bandwidth must be in compliance with applicable laws, must not
compete or adversely interfere with XM's business, and must meet
XM's quality standards.  XM also granted to OnStar a certain
amount of time to use XM's studios on an annual basis and agreed
to provide certain audio content for distribution on OnStar's
services.

                       About SIRIUS XM Radio

Based in New York, SIRIUS XM Radio Inc. broadcasts in the United
States music, sports, news, talk, entertainment, traffic and
weather channels for a subscription fee through proprietary
satellite radio systems.  Subscribers can also receive certain
music and other channels over the Internet.  The Company's
satellite radios are primarily distributed through automakers,
retailers and the Company's Web sites.   The Company has
agreements with every major automaker to offer SIRIUS or XM
satellite radios as factory or dealer-installed equipment in their
vehicles.  SIRIUS and XM radios are also offered to customers of
rental car companies.

                          *     *     *

As reported by the Troubled Company Reporter on April 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
February 17, 2009.  The corporate credit rating outlook is stable.


SKYPORT GLOBAL: Preference Target Requests Discovery Too Late
-------------------------------------------------------------
WestLaw reports that good cause warranted the issuance of a
protective order to protect a Chapter 11 debtor from prejudicial
delay in its preference avoidance proceeding by forbidding the
adversary defendant from adducing evidence relating to
interrogatories and a request for production that it failed to
timely serve.  The defendant's conduct in serving its discovery
request only nine days before the discovery deadline was
inconsistent with the applicable procedural rules and the court's
scheduling order, requiring the debtor to respond at such a late
date would cause prejudicial delay in the adversary proceeding.
The defendant, moreover, did not request an extension of the
discovery deadline until after the deadline had passed.  In re
Skyport Global Communications, Inc., --- B.R. ----, 2009 WL
2338033 (Bankr. S.D. Tex.).

Satellite and terrestrial communication service provider SkyPort
Global Communications, Inc. -- http://www.skyportglobal.com/--
sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 08-36737)
on October 24, 2008.  Edward L. Rothberg, Esq., at Weycer Kaplan
Pulaski & Zuber, in Houston, represents the Debtor.  At the time
of the chapter 11 filing, the Debtor reported $8,736,791 in assets
and was unable to estimate its liabilities.  A list of the
Debtor's largest unsecured creditors is available at
http://bankrupt.com/misc/txsb08-36737.pdfat no charge.


SCOLR PHARMA: Says Cash to Last Until Late 2009; Seeks More Funds
-----------------------------------------------------------------
SCOLR Pharma, Inc., reports it had roughly $3.1 million in cash
and cash equivalents, and $473,711 in restricted cash as of
June 30, 2009.  Based on its current operating plan, SCOLR Pharma
anticipates that existing cash and cash equivalents, together with
expected royalties from third parties, will fund operations until
late 2009, assuming SCOLR Pharma does not trigger additional
obligations, including contractual severance or lease obligations
and unless unforeseen events arise that negatively impact its
liquidity.  In the event SCOLR Pharma is unsuccessful generating
additional revenues or raising additional funds, SCOLR Pharma said
it will have to substantially reduce operations to preserve
capital or seek bankruptcy protection or otherwise wind up the
business.

In addition to efforts to enter into alliances and licensing
agreements, SCOLR Pharma plans to continue to seek access to the
capital markets to fund operations.  SCOLR Pharma filed a shelf
registration statement in the amount of $40 million which was
declared effective by the Securities and Exchange Commission on
November 25, 2008 under which it may offer from time-to-time, one
or more offerings of securities up to an aggregate public offering
price of $40 million.  "However, the financial markets have been
very difficult for companies at our development stage and
financial condition and financing may not be available on
favorable terms or at all. Additionally, we have received notice
from the NYSE Amex that we are not in compliance with continued
listing requirements.  While we have provided the NYSE Amex with a
plan to regain compliance with applicable listing standards, our
inability to maintain listing of our common stock on the NYSE Amex
may further limit our ability to access the capital markets.  Any
issuance of additional securities would be extremely dilutive to
our existing stockholders," SCOLR Pharma said.

Total revenues, which consist of royalty revenue from the
Company's collaboration agreements, decreased 17%, or $48,782 to
$230,789 for the three months ended June 30, 2009, compared to
$279,571 for the same period in 2008.  This decrease is primarily
due to lower royalty income from its relationship with Perrigo.

Total revenues decreased 26%, or $142,565 to $402,561 for the six
months ended June 30, 2009, compared to $545,126 for the same
period in 2008.  This decrease is primarily due to lower royalty
income from the Company's relationship with Perrigo.

Net loss decreased 26%, or $540,603 to $1.6 million for the three
months ended June 30, 2009, compared to $2.1 million for the same
period in 2008 and the net loss for the six months ended June 30,
2009, decreased 15%, or $628,477 to $3.5 million, compared with a
net loss of $4.1 million for the same period in 2008.  These
decreases were primarily due to lower operating expenses offset by
lower revenues.

Dr. Bruce Morra, SCOLR Pharma's President and CEO, said, "We
continue to advance discussions with a number of potential
partners for our 12-hour controlled release ibuprofen. These
potential partners have been committing resources to due diligence
and preliminary negotiations of license terms. In the
nutraceutical arena, we are working with companies interested in
commercializing products we have developed for growing segments of
this field in both the US and international markets. We continue
to work with our investment bankers on potential strategic
transactions, including mergers and other business combinations
that could yield opportunities to increase shareholder value and
provide additional resources for us to develop our Controlled
Delivery Technology (CDT(R)) platforms. However, we are faced with
a difficult marketplace and many specialty pharmaceutical
companies competing for alliances with the more established
pharmaceutical and consumer product companies. Our operating
strategy is to preserve our capital by limiting clinical and
development expenses to our ibuprofen and pseudoephedrine lead
products while also supporting our existing alliances. We have
made significant reductions to our operating expenses so far this
year and are continuing to evaluate additional areas to further
minimize our burn rate."

                        About SCOLR Pharma

Based in Bothell, Washington, SCOLR Pharma, Inc. --
http://www.scolr.com/-- is a specialty pharmaceutical company.
SCOLR Pharma's corporate objective is to combine its formulation
expertise and its patented CDT platform to develop novel
pharmaceutical, over-the-counter (OTC), and nutritional products.


SONYA PORRETTO: Section 341(a) Meeting Scheduled for August 27
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Sonya M Porretto's Chapter 11 case on August 27, 2009, at
3:00 p.m.  The meeting will be held at Suite 3401, 515 Rusk Ave,
Houston, Texas.

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.

Houston, Texas-based Sonya M. Porretto aka Sonya Nelson dba
Porretto Beach filed for Chapter 11 on July 27, 2009 (Bankr. S. D.
Tex. Case No. 09-35324.)  Jeffrey Wells Oppel, Esq. at Oppel
Goldberg et. al. 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.


SPIRIT AEROSYSTEMS: Moody's Affirms 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Spirit
AeroSystems, Inc., including the Corporate Family Rating, secured
bank facilities at Ba3 and Probability of Default rating at B1.
The rating outlook remains stable.

This affirmation follows the execution of an amendment to the
revolving credit facility whereby the commitment amount was
increased and the maturity for a tranche of the facility was
extended for two years solidifying the company's liquidity
profile.  The affirmation also considers and management's July 30
announcement of a slight reduction in revenue guidance for full-
year 2009 and expectation of a $10 million operating loss for the
2nd quarter following $137 million charges for unusual items.

The Ba3 corporate family rating acknowledges Spirit's track record
following its 2005 sale by Boeing, its still modest leverage, and
a capital structure and liquidity profile which provides
sufficient flexibility to manage through the current commercial
aerospace down cycle and development program delays and cost over-
runs.  The ratings benefit from Spirit's strong position in non-
OEM commercial aviation aerostructures across most aircraft
platforms, typically on a long-term contract, sole source basis
and the still very substantial order backlog.  The rating however
also considers the highly cyclical nature of new aircraft demand
and its ties to air travel demand, the heavy investment
requirement during the development and growth phases in the
commercial aviation cycle, the risk of significant unreimbursed
cost over-runs on development programs, and the very high (80%
plus) Boeing customer concentration.

The company's senior secured credit facility was amended wherein
the revolving credit commitment was increased to $729 million from
$650 million and the maturity date with respect to $408.8 million
was extended two years to June 30, 2012.  The maturity date for
the remaining $320.2 million continues to be June 30, 2010.  The
$137 million of special charges in the 2nd quarter was due to a
$93 million forward-loss recognition on the Gulfstream G250 wing
program and tooling contract, a $33 million cumulative catch-up
adjustment related to residual effects of the 2008 Boeing strike,
B787 nutplate rework and ERP systems transition inefficiencies and
$11 million related to termination of the Cessna Columbus business
jet program.

The stable rating outlook reflects Moody's expectations that
despite the global economic slowdown and the drop in air travel
and attendant demand reduction for new aircraft, the current order
backlog combined with an adequate liquidity profile provides
sufficient flexibility for production and credit metrics to stay
within the Ba3 category.

Ratings affirmed and Loss Given Default Assessments:

  -- Corporate Family, Ba3;

  -- Probability of Default, B1;

  -- $729 million (previously $650 million) senior secured
     revolving credit facility, Ba3 (LGD-3, 30%);

  -- $577 million senior secured term loan, Ba3 (LGD-3, 30%).

The last rating action was on April 3, 2008 when the Ba3 corporate
family and senior secured bank facility ratings were affirmed as
the revolver was increased to $650 million from $400 million.

Spirit AeroSystems, Inc., headquartered in Wichita, KS, with
facilities in Wichita, Tulsa and McAlester OK, and Prestwick,
Scotland, is a designer and manufacturer of fuselages, pylons,
struts, nacelles, thrust reversers, wing assemblies and other
complex components for commercial aircraft and business jets.


ST JAMES AND ENNIS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: St James and Ennis Hanford Investment, LLC
        643 N Westwood St
        Porterville, CA 93257

Case No.: 09-17500

Chapter 11 Petition Date: August 5, 2009

Debtor-affiliate filing separate Chapter 11 petition July 17,
2009:

        Entity                                     Case No.
        ------                                     --------
Ennis Land Development, Inc.                       09-16750

Debtor-affiliate filing separate Chapter 11 petition June 5, 2009:

        Entity                                     Case No.
        ------                                     --------
Ennis Enterprises 190, LLC                         09-15237

Debtor-affiliate filing separate Chapter 11 petition February 2,
2009:

        Entity                                     Case No.
        ------                                     --------
Ennis Homes, Inc.                                  09-10848

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

Judge: W. Richard Lee

Debtor's Counsel: Peter L. Fear, Esq.
            7750 N Fresno, St #101
            Fresno, CA 93720-1145
            Tel: (559) 436-6575

Total Assets: $26,299,660

Total Debts: $20,266,847

The petition was signed by James L. Clark Jr., the company's
authorized agent, secretary and member representative.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Zumwaldt Hansen & Associate,   Trade debt             $55,000
Inc.


STANDARD PACIFIC: Mortgage Financing Unit's Loan Terms Modified
---------------------------------------------------------------
Standard Pacific Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the quarter ended
June 30, 2009.

Standard Pacific said in June 2009, it amended its mortgage
financing subsidiary's mortgage credit facilities to, among other
things, modify the commitment amount, extend the maturity date and
modify certain financial and other covenants.  The mortgage credit
facilities consist of a $30 million warehouse facility, of which
$15 million is uncommitted -- meaning that the lender has
discretion to refuse to fund requests -- and a $45 million early
purchase facility.  The amended mortgage credit facilities which
are scheduled to mature in April 2010, require Standard Pacific
Mortgage to maintain cash collateral accounts aggregating
$2.7 million.  The facilities also contain certain financial
covenants which require Standard Pacific Mortgage to, among other
things, maintain a minimum level of tangible net worth, not exceed
a debt to tangible net worth ratio, maintain a minimum liquidity
of $5 million, and satisfy certain pretax income (loss)
requirements.  As of and for the six months ended June 30, 2009,
Standard Pacific was in compliance with the financial and other
covenants contained in the facilities.

During 2008, Standard Pacific initiated a restructuring plan
designed to reduce ongoing overhead costs and improve operating
efficiencies through the consolidation of selected divisional
offices, the disposal of related property and equipment, and a
reduction in its workforce.  The restructuring activities are
substantially complete as of June 30, 2009.  However, until market
conditions stabilize, Standard Pacific said it may incur
additional restructuring charges for employee severance, lease
termination and other exit costs.

As reported by the Troubled Company Reporter on July 30, 2009,
Standard Pacific generated a net loss of $23.1 million, or $0.10
per diluted share, for the second quarter ended June 30, 2009,
versus a net loss of $249.0 million, or $3.44 per diluted share,
for the year earlier period.  As of June 30, 2009, the Company had
$1.91 billion in total assets and $1.56 billion in total
liabilities.

A full-text copy of the Company's Form 10-Q filing is available at
no charge at http://ResearchArchives.com/t/s?4132

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp. (NYSE:
SPF) -- http://www.standardpacifichomes.com/-- operates in many
of the largest housing markets in the country with operations in
major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The Company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage and SPH Title.

                           *     *     *

According to the Troubled Company Reporter on April 1, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on Standard Pacific Corp.'s senior unsecured notes to 'CCC-' from
'CCC' and removed the rating from CreditWatch, where it was placed
with negative implications on March 4, 2009.  At the same time,
S&P lowered its recovery rating on the debt to '5' from '4',
indicating that senior noteholders can expect modest (10%-30%)
recovery in the event of a payment default.


STEEL NETWORK: Court Approves Brooks Pierce as Attorney
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina authorized The Steel Network Inc. and Applied Science
International LLC to employ Brooks, Pierce, McLendon, Humphrey &
Leonard, LLP, as their attorney.

The firm will:

   a) give the Debtors legal advice with respect to their powers
      and duties as debtors-in-possession in the continued
      operation of their business and management of the property
      owned;

   b) prepare on behalf of the Debtors necessary applications,
      schedules, complaints, answers, orders, reports, motions,
      notices, plans of reorganization, disclosure statements, and
      other papers necessary to the Debtors' reorganization cases;

   c) perform all necessary legal services in connection with the
      Debtors' reorganization, including Court appearances,
      research, opinions and consultations on reorganization
      options, direction and strategy;

   d) take necessary action, if any, to avoid liens against the
      Debtors' property obtained by creditors and to recover
      preferential payments to creditors within the applicable
      time period of the filing of the bankruptcy petitions;

   e) make a detailed search of the records of Register of Deed's
      Office and the Clerk of Superior Court's Office in the
      counties where the Debtors' property is located to determine
      the validity of all liens filed against the Debtors'
      property; and

   f) perform all other legal services for the Debtors that may be
      necessary in their Chapter 11 cases.

The firm will be paid based on the hourly rates of its
professionals that are involved in the case:

      Professional               Hourly Rate
      ------------               -----------
      John H. Small, Esq.           $360
      Katherine J. Clayton, Esq.    $195

The Debtor assured the Court that the firm does not hold or
represent an interest adverse to the estate, and is disinterested
persons as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Durham, North Carolina, The Steel Network Inc.
operates a steel company.  The Company and its affiliate, Applied
Science International LLC, filed for Chapter 11 protection on
July 24, 2009 (Bankr. M.D. N.C. Lead Case No. 09-81230).  When the
Debtors sought protection from their creditors, they both listed
assets and debts between $10 million and $50 million.


SUMMERBROOKE LLC: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Summerbrooke, LLC
        204 Commerce Boulevard
        P.O. Box 511
        Lawrence, PA 15055

Bankruptcy Case No.: 09-25782

Chapter 11 Petition Date: August 6, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Jonathan G. Babyak, Esq.
                  Campbell & Levine, LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: (412) 261-0310
                  Fax: (412) 261-5066
                  Email: candl@camlev.com

Total Assets: $2,705,724

Total Debts: $5,232,000

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

             http://bankrupt.com/misc/pawb09-25782.pdf

The petition was signed by Robert A. Janusey, president of the
Company.


SUNRISE SENIOR: Net Loss Widens to $81.5MM in June 30 Quarter
-------------------------------------------------------------
Sunrise Senior Living, Inc., posted wider net loss of
$81.5 million for the three months ended June 30, 2009, from
$33.2 million for the same period a year ago.  The Company
posted a net loss of $99.8 million for the six months ended
June 30, 2009, higher compared to $67.4 million for the same
period in 2008.

Sunrise reported revenues of $380.9 million for the second quarter
of 2009, as compared to $411.3 million for the second quarter of
2008.

In the second quarter, net loss from operations for the three
months ended June 30, 2009, was $43.2 million.  Excluding SEC
investigation costs of $1.2 million and restructuring costs of
$9.2 million and non-cash charges including depreciation and
amortization of $14.4 million, the provision for doubtful accounts
of $2.0 million, write-off of capitalized project costs of
$1.4 million and impairment of long lived assets of $25.0 million,
adjusted income from ongoing operations is $10.0 million.

As of June 30, 2009, the Company had $1.14 billion in total assets
and $1.09 billion in total liabilities.  Sunrise had $37.0 million
and $29.5 million of unrestricted cash at June 30, 2009 and
December 31, 2008, respectively.  As of June 30, 2009, Sunrise and
its consolidated subsidiaries had debt of $614.5 million, of which
$99.1 million of debt is scheduled to mature in 2009, along with
$69.2 million of draws on the Bank Credit Facility.  Long-term
debt that is in default totals $360.4 million, including
$190.2 million of debt that is in default as a result of the
failure to pay principal and interest to the lenders of Sunrise's
German communities, and $170.2 million of debt that is in default
as a result of Sunrise's failure to meet certain financial
covenants.

"Our restructuring activities have progressed and we have seen
signs of progress in expense controls. In recent weeks we have
seen a modest lift in occupancy," said Mark Ordan, Sunrise's chief
executive officer. "While we are pleased by these accomplishments,
we have much more to do and our organization is fully committed to
this task."

                        Bankruptcy Warning

Sunrise Senior Living said it has no borrowing availability under
its bank credit facility, and it has significant scheduled debt
maturities in 2009 and significant long-term debt that is in
default.  Sunrise is endeavoring to extend debt maturity dates,
re-finance debt and obtain waivers from applicable lenders.  It is
engaged in discussions with various venture partners and third
parties regarding the sale of certain assets with the purpose of
increasing liquidity and reducing obligations to enable the
Company to continue operations.  Sunrise expects that its cash
balances and expected cash flow are sufficient to enable it to
meet operating obligations through December 2, 2009.  If it is not
able to achieve these objectives, it will not have sufficient
financial resources to meet financial obligations and it could be
forced to seek reorganization under the U.S. Bankruptcy Code.

On April 28, 2009, Sunrise Senior Living entered into a Twelfth
Amendment to the Bank Credit Facility.  The significant terms
include waiver of all existing financial covenants through
December 2, 2009, the maturity date of the Bank Credit Facility;
requirement to maintain minimum cash balance as of the last day of
each month and of not less than $5 million at any time; a cash
sweep as of the last day of October and November 2009 to reduce
principal equal to the greater of consolidated cash in excess of
$35 million or $2 million; and a permanent reduction of the
commitment after an agreed-upon repayment of the outstanding
balance from dispositions consented to by our lenders, federal
income tax refunds of $20.8 million and payments received from the
cash sweep.

                          Sale of Assets

In the second quarter of 2009, the Company engaged a broker to
assist in the sale of the nine German communities.  Initial bids
have been received from various potential buyers.  The Company
expects a sale to occur within 90 days although there can be no
assurance that the initial bids received will result in the
consummation of a sale.  If a sale does not occur within a
reasonable time period, the Company intends to close the
communities.

Other assets held for sale consists of $40.4 million of
undeveloped land parcels, $4.5 million of land and $7.5 million of
condominium units with a lower of carrying value or fair value
less estimated costs to sell of $52.4 million and $49.1 million at
June 30, 2009, and December 31, 2008, respectively.

                Stockholders Meeting on November 18

Sunrise Senior will hold its 2009 annual meeting of stockholders
on November 18, 2009.  Stockholders of record at the close of
business on September 25, 2009, will be entitled to notice of and
to vote at the Annual Meeting.  The matters to be considered at
the Annual Meeting include the election of six directors.  The
Company will mail its definitive proxy materials to its
stockholders prior to the Annual Meeting, which will include the
time and location of the meeting.

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
as amended, the Company has established the close of business on
August 28, 2009, for receipt by the Company of any stockholder
proposals submitted under Rule 14a-8 for inclusion in the
Company's proxy materials for the Annual Meeting.  The proposals
must be delivered to the Secretary of the Company at the Company's
address.  The Company recommends that the proposals be sent by
certified mail, return receipt requested.  The proposals also will
need to comply with the rules of the Securities and Exchange
Commission regarding the inclusion of stockholder proposals in the
Company's proxy materials, and may be omitted if not in compliance
with applicable requirements.

A full-text copy of the Company's Form 10-Q filing is available at
no charge at http://ResearchArchives.com/t/s?4133

                    About Sunrise Senior Living

Sunrise Senior Living, a McLean, Va.-based company --
http://www.sunriseseniorliving.com/-- employs roughly 40,000
people.  As of June 30, 2009, Sunrise operated 415 communities in
the United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of roughly 42,750 units.  Sunrise offers a
full range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.  Sunrise's senior living services are
delivered by staff trained to encourage the independence, preserve
the dignity, enable freedom of choice and protect the privacy of
residents.


SUPERVALU INC: Bank Debt Trades at 3% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which SUPERVALU Inc. is
a borrower traded in the secondary market at 96.72 cents-on-the-
dollar during the week ended Friday, Aug. 7, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.07 percentage
points from the previous week, The Journal relates.  The loan
matures on June 2, 2012.  The Company pays 150 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's and carries Standard & Poor's BB rating.  The debt is one
of the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 7, among the 137
loans with five or more bids.

SUPERVALU Inc. (NYSE:SVU) -- http://www.supervalu.com/-- is a
grocery channel that conducts its retail operations under the
banners, such as Acme Markets, Albertsons, Bristol Farms, bigg's,
Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Save-A-
Lot, Shaw's Supermarkets, Shop 'n Save, Shoppers Food & Pharmacy
and Star Markets. Additionally, the Company provides supply chain
services, primarily wholesale distribution, across the United
States retail grocery channel.  The Company operates in two
segments: Retail food and Supply chain services.  During the
fiscal year ended February 28, 2009 (fiscal 2009), the Company
added 44 new stores through new store development and closed 97
stores.  The Company leverages its distribution operations by
providing wholesale distribution and logistics and service
solutions to its independent retail customers through its Supply
chain services segment.

As reported by the Troubled Company Reporter on July 27, 2009,
Standard & Poor's Ratings Services said that it revised its
outlook on Minneapolis-based supermarket and distributor SUPERVALU
Inc. to negative from stable, and affirmed the 'BB-' corporate
credit rating on the company.  "This action reflects S&P's
expectation that SUPERVALU's credit metrics will deteriorate
further from weaker operating performance, despite plans to pay
down outstanding debt by $700 million," said Standard & Poor's
credit analyst Stella Kapur.


SUPPLEMENT SPOT: LLC's Payments on Principal's Mortgage Avoided
---------------------------------------------------------------
WestLaw reports that a bankrupt limited liability company did not
receive "reasonably equivalent value" for prepetition payments
that it made on the residential mortgage debt of its principal, as
required for avoidance of the payments as constructively
fraudulent to creditors.  The LLC was not indebted on the mortgage
loans and never conducted any business on this residential
property.  Thus, the payments benefited only principal and her son
individually.  In re Supplement Spot, LLC, --- B.R. ----, 2009 WL
2006837 (Bankr. S.D. Tex.).

Supplement Spot, LLC, fka Young Again Nutrition, LLC -- in
the business of selling nutritional supplements and related
products primarily though its Internet Web site at
http://www.suplementspot.com/-- filed a voluntary Chapter 11
petition on November 3, 2006 (Bankr. S.D. Tex. Case No. 06-35903),
and Ben B, Floyd was appointed as the Chapter 11 Trustee on
March 1, 2007.  A copy of the Debtor's chapter 11 petition is
available at http://bankrupt.com/misc/txsb06-35903.pdfat no
charge.


TESORO CORPORATION: Fitch Affirms Issuer Default Rating at 'BB+'
----------------------------------------------------------------
Fitch Ratings has affirmed Tesoro Corporation's ratings, with a
Negative Outlook:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Secured bank facility at 'BBB-'.

Tesoro's ratings are supported by the scale and diversification
benefits of its portfolio of seven refineries; its solid long-term
competitive position in the supply-constrained California market;
recent system upgrades, and reasonable year-to-date benchmark
crack spreads for the West Coast.  Offsetting factors to the
rating include the margin impact of the collapse in light-heavy
crude oil differentials on Tesoro's profits, especially at its
deep conversion California refineries; the severity of the global
downturn in refined product demand; Tesoro's still significant
core capital spending requirements, including environmental,
regulatory, and maintenance spending; and the potential impact of
future environmental legislation.

The macro-environment for refiners remains very weak.  In the
second quarter Tesoro realized a net loss of $45 million despite
benchmark ANS WC 321 crack spreads of $16.70/barrel, and an
overall utilization rate of approximately 85%.  A major driver for
this weakness was the narrowing of differentials for cost-
advantaged feedstocks, including light-heavy and sweet-sour crude
oil differentials.  Looking forward to the second half of the
year, Fitch believes that the large and unseasonable summer build
in distillate inventories in the U.S.  may dampen any distillates-
based rally in upcoming quarters and force utilization rates lower
across the sector.  According to the latest EIA data, distillate
inventories are brimming at 162 million barrels, far above long-
run averages in the 120-130 million barrel range.  Fitch currently
expects Tesoro will be free cash flow negative in 2009.

Tesoro has had notable success in managing to lower capex in the
current depressed refining environment.  Tesoro's 2008 capex came
in at just $650 million (excluding maintenance spending) versus
original projections of $1.1 billion, a 41% drop.  Capital
spending in 2009 to date has been consistent with a low spend
scenario, totaling just $222 million in the first half of this
year.  Tesoro has also begun to benefit from recent income
improvement projects as well as synergies from the Wilmington
refinery acquisition.  These benefits include economies of scale
for crude purchases in California; the commissioning of the
delayed coker at Golden Eagle last year; improved electricity
reliability and control modernization at Hawaii; increased sour
crude oil processing capacity at Anacortes, and improved
distillate yields.  However, although Tesoro's 2009 capex has been
pared back significantly, very weak market conditions may still
pressure Tesoro's balance sheet and challenge its goals of
generating cash flow from operations equal to planned capex of
$600 million in 2009.  Significant borrowings to fund capex during
the second half of 2009 combined with a lack of improvement in the
outlook for the sector in 2010 would be a catalyst for a
downgrade.

Tesoro's liquidity is reasonable.  At June 30, 2009, cash and
equivalents were $279 million, and approximately $1.3 billion in
capacity was available under Tesoro's $1.81 billion secured
revolver.  Availability under the secured revolver is defined as
the minimum of revolver capacity or the value of the borrowing
base, which is subject to periodic redetermination and includes
cash (100%), eligible petroleum inventories (85%) and receivables
(80%).  The borrowing base, which had been as high as $1.86
billion as of the third quarter of last year, fell to $620 million
at year-end but has since rebounded to approximately $1.7 billion
at the end of the second quarter, in line with higher crude oil
prices.  Tesoro has no near-term maturities due and $450 million
in 6.25% notes and $120 million in junior subordinated notes due
in 2012.  Total debt at the end of the second quarter was
$1.84 billion, following the company's issuance of $300 million in
unsecured notes in June.  The majority ($1.7 billion) of Tesoro's
debt contains non-investment-grade covenant protections which fall
away if Tesoro's debt is upgraded to investment grade, including
the $450 million 2012 notes, $450 million 2015 notes, $500 million
2017 notes, and $300 million 2019 notes.  Note that the covenants
are not reinstituted if Tesoro subsequently falls below investment
grade.

Fitch's Negative Rating Outlook primarily reflects concerns about
the still high levels of planned capital expenditures across
Tesoro's refinery system in the context of the very poor current
refining fundamentals.  Tesoro's Asset Retirement Obligation at
year-end 2008 totaled $35 million and was primarily linked to
expected site remediation.  The company's pension was underfunded
by $227 million at year-end 2008 versus underfunding of
$64 million at year-end 2007.  The company anticipates that it
will make a total of $25 million in contributions to its plans in
2009.

Tesoro owns and operates seven crude oil refineries with a rated
crude oil capacity of approximately 664,500 barrels per day (bpd).
Five of Tesoro's refineries are on the West Coast, with facilities
in California, Alaska, Hawaii, and Washington.  Tesoro also has
refineries in Salt Lake City, Utah, and Mandan, North Dakota.
Tesoro sells refined products wholesale or through its network of
branded retail outlets, which totaled 879 at year-end 2008.


TOUCH AMERICA: Bankr. Court Disallows D&O Indemnification Claims
----------------------------------------------------------------
WestLaw reports that disallowance of the claims of Chapter 11
debtors' officers and directors for indemnification of the defense
costs that they incurred in a third-party civil action brought
against them was warranted.  Standing alone, the claims satisfied
the "reimbursement" requirement of the bankruptcy statute
providing for the disallowance of a contingent claim for
reimbursement or contribution of a debtor's co-debtor.  Moreover,
the officers and directors failed to show that they properly
requested from the debtors an advancement of the defense costs in
the underlying action, such that their claims for indemnification
of those costs was contingent.  Finally, given the interdependence
of the defense costs and the claims for indemnification of
underlying liability, the potential co-liability of one debtor in
the underlying action satisfied, as to the defense costs, the co-
liability requirement for claims disallowance.  In re Touch
America Holdings, Inc., --- B.R. ----, 2009 WL 2341835 (Bankr. D.
Del.).

In July 2008, Bloomberg News columnist Bill Rochelle reported that
creditors of Touch America Holdings, Inc., entered into a
settlement agreement with the plan trustee and the Debtor's former
executives, under which creditors would receive $21 million from
the Debtor's insurance company.  That settlement pact resolved
litigation pending in Montana state court (Cause No. DV-02-201)
between the plan trustee, Brent C. Williams, and 11 former
officers.

THe Montana suit alleged several causes of action stemming from
actions and omissions of the Debtor's officers and directors in
2002 and 2003, which includes, among other things, negligence,
breach of fiduciary duties and delayed Chapter 11 bankruptcy
filing.

On Dec. 23, 2003, the Debtor sold substantially all of its
Internet services, private line, and dark fiber assets to
Vancouver-based 360networks for $28 million, and sold certain dark
fiber assets to Qwest Communications, Inc. for $8 million.

                       About Touch America

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915)

Maureen D. Luke, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP represent the Debtor.  When the Company
filed for bankruptcy protection, it listed $631,408,000 in total
assets and $554,200,000 in total debts.

The Court confirmed the Debtors' Chapter 11 Plan on October 6,
2004, and the Plan took effect on October 19, 2004.  According to
a regulatory filing with the Securities and Exchange Commission,
the plan returned about 65% to unsecured creditors.  The Debtors
ceased operations on Feb. 29, 2004.

Brent C. Williams is the Plan Trustee pursuant to the confirmed
Plan.  C. MacNeil Mitchell, Esq., at Winston & Strawn LLP and
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP
represents the Plan Trustee.


TRIBUNE CO: Bank Debt Trades at 58% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 41.71 cents-on-the-
dollar during the week ended Friday, Aug. 7, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.36 percentage
points from the previous week, The Journal relates. The loan
matures May 17, 2014.  Tribune pays 300 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt, while it is not rated by Standard & Poor's.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 7,
among the 137 loans with five or more bids.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRW AUTOMOTIVE: S&P Says Q2 Results Support 'B/Neg.' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that, based on TRW
Automotive Inc.'s reported results for the second quarter, the
company's financial performance supports S&P's expectations for
the current rating (B/Negative/--).  Also, as S&P had expected,
TRW successfully obtained an amendment to its credit facility, on
June 24, 2009, which was required for the company to remain in
compliance with covenants at June 30, 2009.  The company reported
it had $905 million available on the $1.4 billion revolving credit
facility as of July 3, 2009.  The revised financial covenants --
senior-secured-leverage ratio (which replaces the total-leverage
ratio) and the minimum interest coverage -- are effective for the
second quarter of 2009 and continue through the third quarter of
2011, after which the financial covenants contained in the
previous credit agreement apply.

TRW reported second-quarter sales of $2.7 billion, down 39% year
over year, on lower production volumes and the unfavorable effect
of foreign currency translation.  The company reported EBITDA of
$192 million, excluding restructuring costs, for the second
quarter, which brings first-half 2009 EBITDA, excluding
nonrecurring items, to $235 million.  Although EBITDA fell 53% in
the second quarter, year over year, the company achieved a
relatively decent 7.1% margin from cost-cutting initiatives;
EBITDA margin was 4.6% for the first half of 2009.  It is unclear
how much of the restructuring benefits can be retained in the year
ahead if production volumes improve, as S&P expect.  In addition,
most auto suppliers, including TRW, will experience an increase in
working capital requirements when auto production volumes rise.
S&P's rating on the company reflects S&P's assumption that TRW
will generate negative cash flow in the year ahead.  Although
global volumes should increase in 2010 versus 2009, S&P is not
assuming a strong economic rebound, whenever it occurs, following
the trough of the global recession.


UNITED AIR: Bank Debt Trades at 42% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which About United
Airlines, Inc., is a borrower traded in the secondary market at
57.63 cents-on-the-dollar during the week ended Friday, Aug. 7,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.63 percentage points from the previous week, The Journal
relates.  The loan matures on February 13, 2013.  United pays 200
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B+ rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 7, among the 137 loans with five or more bids.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

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

                            *    *    *

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UNITRIN INC: Fitch Affirms 'BB+' Rating on $560 Mil. Senior Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Unitrin, Inc., and
removed them from Rating Watch Negative:

Unitrin

  -- Issuer Default Rating at 'BBB-';
  -- $560 million senior notes at 'BB+'.

Trinity Universal Insurance Co.
United Insurance Co. of America
Union National Life Insurance Co.
Reliable Life Insurance Co.

  -- Insurer Financial Strength rating at 'A-'.

The Rating Outlook for all ratings is Negative.

Unitrin's Negative Outlook mainly reflects Fitch's concern
regarding the uncertainty at Fireside Bank, Unitrin's consumer
finance business, over the next 12 to 18 months versus a more
near-term concern reflected by the Negative Watch.  On March 24,
2009, Unitrin announced a plan to exit the auto finance business
and has suspended all new lending activity and ceased opening new
certificates of deposit.  While Fitch believes that Fireside
Bank's existing capital and liquidity are adequate, a significant
reduction in its funding source could lead to capital being
transferred from the insurance companies to support the bank.

As of June 30, 2009, Fireside Bank has shown modest improvement
after suffering significant losses in 2008 and 2007.  Delinquent
balances and charge-offs, as a percent of loan balances, declined.
However, as loan balances decline due to the suspension of loan
originations, the ratio of delinquent balances and charge-offs to
total loan balances are more likely to increase.  Fireside Bank's
operating results also improved during the second quarter leading
to a marginal profit, which is partially attributable to the
$30 million reduction in the provision to loan losses during the
second quarter.  Fitch will continue to monitor the bank's results
during the run-off of its operations.

The ratings also reflect adequate capitalization of Unitrin's
insurance subsidiaries, satisfactory operating results and
significantly reduced equity exposure, which should lead to lower
capital volatility.

Additionally, the ratings reflect Fitch's expectation that pricing
softness in the property/casualty insurance marketplace will
persist.  Favorably, Unitrin's financial leverage remains within
Fitch's expectation at 24.9% on June 30, 2009.


UNIVERSAL MARKETING: Selects Zarwin Baum as Special Counsel
-----------------------------------------------------------
Universal Marketing Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for authority to employ Zarwin,
Baum, DeVito, Kaplan, Schaer & Toddy P.C., as its special counsel
to assist in the collection of the Debtor's accounts receivable.

The firm's partners will bill $360 per hour for this engagement.

The Debtor assures the Court that the firm does not hold any
interest adverse to the Debtor and its creditors, and is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Based in Philadelphia, Pennsylvania, Universal Marketing Inc. runs
an advertising and marketing business.  The Company filed for
Chapter 11 protection on July 23, 2009 (Bankr. E.D. Pa. Case No.
09-15404).  When the Debtor sought protection from its creditors,
it both listed assets and debts between $10 million and
$50 million.


UNIVERSAL MARKETING: Taps Maschmeyer Karalis as Counsel
-------------------------------------------------------
Universal Marketing Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for authority to employ
Maschmeyer Karalis P.C., as its bankruptcy counsel.

The firm will, among other things:

   a) advise the Debtor of its rights, powers and duties as a
      debtor-in-possession in continuing to operate and manage its
      assets;

   b) advise the Debtor concerning and assisting in the
      negotiation and documentation of the use of cash collateral
      and financing restructuring and related transactions; and

   c) review the nature and validity of agreements relating to the
      Debtor's business and advise the Debtor in connection
      therewith.

The firm's standard hourly rates are:

      Designation             Hourly Rate
      -----------             -----------
      Shareholders               $425
      Associates               $230-$360
      Paralegals               $105-$120

The Debtor assures the Court that the firm does not hold any
interest adverse to the Debtor and its creditors, and is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Based in Philadelphia, Pennsylvania, Universal Marketing Inc. runs
an advertising and marketing business.  The Company filed for
Chapter 11 protection on July 23, 2009 (Bankr. E.D. Pa. Case No.
09-15404).  When the Debtor sought protection from its creditors,
it both listed assets and debts between $10 million and
$50 million.


US FOODSERVICE: Bank Debt Trades at 25% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 74.96 cents-
on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.38
percentage points from the previous week, The Journal relates.
The loan matures on July 3, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating, while it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 7, among the 137 loans with five or more bids.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


UTSTARCOM INC: Posts $84.3 Million Net Loss in June 30 Quarter
--------------------------------------------------------------
UTStarcom, Inc., said net loss for the second quarter ended
June 30, 2009, was $84.3 million, or ($0.66) per share, and
includes $57 million in charges related to restructuring actions
and the June 2009 settlement with Personal Communications Devices
Holdings, LLC, and Personal Communications Devices, LLC, a wholly
owned subsidiary of PCD Holdings, relating to a 2008 merger
agreement and 2008 supplier agreement.  The second quarter of 2008
net loss was $38.8 million, or ($0.31) per share.

For the six months ended June 30, 2009, the Company had
$151.7 million net loss compared to $13.9 million during the same
period a year ago.

Net sales for the second quarter of 2009 were $80.2 million as
compared to $633 million in the second quarter of 2008.  The
decline in sales primarily reflects the PCD divestiture and
decline in the PAS business.  Gross margins for the second quarter
of 2009 were negative 20% as compared to 13% in the second quarter
of 2008.  The operating loss for the second quarter of 2009 and
2008 was $85.4 million and $31.1 million, respectively.

As of June 30, 2009, the Company had $1.08 billion in total assets
and $756.2 million in total liabilities.  Cash, cash equivalents
and short-term investments as of June 30 was $276 million compared
to $314 million on December 31, 2008.

The Company said its recurring losses and expected negative cash
flows from operations raise substantial doubt about the Company's
ability to continue as a going concern.  The Company incurred net
losses of $150.3 million, $195.6 million and $117.3 million during
the years ended December 31, 2008, 2007 and 2006, respectively.
The Company recorded operating losses in 17 of the 18 consecutive
quarters in the period ended June 30, 2009.  At June 30, 2009, the
Company had an accumulated deficit of $993.2 million.  The Company
incurred net cash outflows from operations of $55.2 million and
$225.1 million in 2008 and 2007 respectively.  Cash used in
operations was $37.1 million during the six months ended June 30,
2009.  At June 30, 2009, the Company had cash and cash equivalents
of $272.6 million in the aggregate to meet the Company's liquidity
requirements of which $122.9 million was held by its subsidiaries
in China.  China imposes currency exchange controls on transfers
of funds from/to China.  Going forward, the amount of cash
available for transfer from the China subsidiaries for use by the
Company's non-China subsidiaries is limited both by the liquidity
needs of the subsidiaries in China and by Chinese-government
mandated limitations including currency exchange controls on
transfers of funds outside of China.  Management expects the
Company to continue to incur losses and negative cash flows from
operations over at least the remainder of 2009.

The Company's only committed sources for borrowings are its credit
facilities in China.  Each borrowing under these facilities is
subject to the banks' then current favorable opinion of the credit
worthiness of the Company's China subsidiaries, the banks having
funds available for lending, and other Chinese banking regulations
and practices.  As a result, management cannot be certain that
borrowings under these facilities will be adequate, if available
at all, to meet the Company's liquidity requirements.  In
addition, the credit facilities expire in the second half of 2009.
Upon expiration of these facilities, management is not certain
that new credit facilities will be available on commercially
reasonable terms or at all.  Even if these facilities are renewed
upon expiration, based on the Company's recent financial
performance, the total available credit may be reduced.
Accordingly, management is not certain that borrowings under the
Company's credit facilities in China will be adequate to meet the
Company's financing requirements.

In 2009 and 2008, the Company took a number of actions to improve
its liquidity, including divesting the Company's non-core
businesses.  In December 2008, management announced initiatives
including efforts to eliminate functional duplications by
consolidation of a number of functions into the Company's China
operations.  In June 2009, management expanded the initiatives to
include a worldwide reduction in workforce, outsourcing of
manufacturing operations and optimizing research and development
spending with a focus on selected products.  Management believes
that these initiatives, if executed successfully, will help
achieve significant operating expense reductions by the fourth
quarter of 2009 and enable the Company's fixed cost base to be
better aligned with operations, market demand and projected sales
levels.  If the level of sales anticipated by the Company's
financial plan does not materialize, the Company will need to take
further actions to reduce costs and expenses or explore other cost
reduction options.

Management believes that if the Company is able to achieve
projected sales levels in 2009 and contain expenses and cash used
in operations to levels contemplated in the Company's 2009
financial plan, both the Company's China and non-China operations
will have sufficient liquidity to finance working capital and
capital expenditure needs during the next 12 months.  If the
Company is not able to execute its 2009 financial plan
successfully, the Company may need to obtain funds from equity or
debt financings.  There can be no assurance that additional
financing, if required, will be available on terms satisfactory to
the Company or at all, and if funds are raised in the future
through issuance of preferred stock or debt, these securities
could have rights, privileges or preference senior to those of the
Company's common stock and newly issued debt could contain debt
covenants that impose restrictions on the Company's operations.
Further, any sale of newly issued debt or equity securities could
result in additional dilution to the Company's current
shareholders.

                 Chairman Hong Liang Lu Steps Down

On August 3, 2009, UTStarcom said Hong Liang Lu has stepped down
as executive chairman of the board of directors, and he will
continue to serve on the board.  Peter Blackmore will continue as
president and chief executive officer.  Thomas J. Toy, currently
lead director, will assume the chairman role.

"It has been my privilege and honor to work with UTStarcom's
employees and customers around the world," Mr. Lu noted.  "I am
proud of the people and pioneering technologies that have helped
our customers achieve success."

Mr. Lu founded UTStarcom in 1991 as Unitech Telecom, focusing on
the telecommunications market in China.  In 1995, Unitech merged
with Starcom Networks to form UTStarcom.  Under Mr. Lu's
leadership, UTStarcom went public in 2000 and went on to expand
its business and products globally.

"Hong is one of the telecommunications industry's visionaries,"
said Mr. Blackmore.  "He is recognized globally for his
entrepreneurial instincts and technology talent, and I look
forward to continuing to work with him in a board capacity."

Mr. Toy said, "Hong has made numerous significant contributions to
UTStarcom.  He co-founded and led the company for eighteen years,
and built a talented and capable team.   UTStarcom and its
community owe him a great deal of appreciation."

A full-text copy of the Company's Form 10-Q filing is available at
no charge at http://ResearchArchives.com/t/s?4134

                       About UTStarcom Inc.

UTStarcom Inc. -- http://www.utstar.com/-- provides IP-based,
end-to-end networking solutions and international service and
support.  The Company sells its solutions to operators in both
emerging and established telecommunications markets around the
world.  UTStarcom enables its customers to rapidly deploy revenue-
generating access services using their existing infrastructure,
while providing a migration path to cost-efficient, end-to-end IP
networks.  The Company was founded in 1991 and is headquartered in
Alameda, California.


VINYL PROFILES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vinyl Profiles Acquisition, LLC
        11675 Mahoning Ave
        PO Box 698
        North Jackson, OH 44451

Bankruptcy Case No.: 09-42981

Chapter 11 Petition Date: August 6, 2009

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

Judge: Kay Woods

Debtor's Counsel: Andrew W. Suhar, Esq.
                  Suhar & Macejko, LLC
                  29 East Front Street, 2nd Floor
                  P.O. Box 1497
                  Youngstown, OH 44501-1497
                  Tel: (330) 744-9007
                  Email: asuhar@suharlaw.com

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

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

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

            http://bankrupt.com/misc/ohnb09-42981.pdf

The petition was signed by Randy Vegso, president of the Company.


VISTEON CORP: Bank Debt Trades at 44% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon
Corporation is a borrower traded in the secondary market at 55.70
cents-on-the-dollar during the week ended Friday, Aug. 7, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 5.70
percentage points from the previous week, The Journal relates.
The loan matures on May 30, 2013.  Visteon pays 300 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating while Standard & Poor's has assigned a default rating
on the bank debt.  The debt is one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Aug. 7, among the 137 loans with five or more
bids.

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: Records $112 Mil. Net Loss for Second Quarter
-----------------------------------------------------------
Visteon Corporation (OTC: VSTN) announced its second-quarter 2009
results, reporting a net loss of $112 million, or 87 cents per
share, on sales of $1.57 billion.  For the second quarter of
2008, Visteon reported a net loss of $42 million, or 32 cents per
share, on sales of $2.91 billion.  Adjusted EBITDA, as defined
below, for second quarter 2009 was $73 million, compared with
$188 million in second quarter 2008.

Compared with first quarter 2009, Visteon's second quarter
2009 sales, gross margin and adjusted EBITDA improved, reflecting
continued benefits from restructuring and cost-saving efforts
along with modest increases in vehicle production.

"While we have seen signs of sequential improvement in vehicle
production, the industry remains extremely challenged in the near-
term," said Donald J. Stebbins, chairman and chief executive
officer.  "Despite the difficult operating environment, our
second-quarter results demonstrate that we have been able to
take the necessary actions to serve our customers, preserve
capital and position our global business for future success."

Approximately 29 percent of second quarter product sales were to
Ford Motor Co., while Hyundai-Kia accounted for 28 percent.
Renault-Nissan and PSA/Peugeot-Citroen accounted for about 9
percent and 7 percent of sales, respectively.  On a regional
basis, Europe accounted for about 39 percent of total product
sales, with Asia representing 35 percent, North America
representing 20 percent and the balance in South America.

                  Second Quarter 2009 Results

For second quarter 2009, total sales were $1.57 billion,
including product sales of $1.48 billion and services revenue of
$87 million.  Product sales decreased by about $1.30 billion, or
47 percent, year-over-year as lower production, net of new
business, reduced sales by about $840 million.  Divestitures and
facility closures, as well as foreign currency, further reduced
sales by about $240 million and $180 million, respectively.  The
company experienced lower sales in each of the major regions in
which it operates, reflecting decreased customer production
volumes as vehicle sales declined in response to weak global
economic conditions.

Gross margin for second quarter 2009 was $80 million, compared
with $231 million for the same period a year ago.  The impact of
lower production levels, along with divestitures and facility
closures, more than offset savings from favorable net cost
performance and restructuring activities.

Selling, general and administrative expense for second quarter
2009 totaled $97 million, a decrease of $59 million, or
38 percent, compared with the same period a year ago, reflecting
significant ongoing cost-reduction actions.

For second quarter 2009, the company reported a net loss of
$112 million, or 87 cents per share.  This compares with a net
loss of $42 million, or 32 cents per share, in the same quarter a
year ago.  Restructuring and reorganization costs of $18 million
and $7 million, respectively, were incurred during the quarter.
Additionally, there were no reimbursable costs from the escrow
account during the quarter as all available funds in this account
had been allocated as of March 31, 2009.  Second-quarter 2008
results included $11 million of asset impairments and loss on
divestiture, along with $36 million of restructuring and other
reimbursable expenses, of which $18 million qualified for
reimbursement from the escrow account.  Income tax expense for
second quarter 2009 was $31 million, compared with $49 million in
the same period a year earlier.  Adjusted EBITDA for second
quarter 2009 was $73 million, compared with $188 million for
second quarter 2008.

                        First Half 2009

For the first half of 2009, total sales of $2.92 billion were
lower by $2.85 billion, or 49 percent, compared with the same
period a year earlier.  For the first half of 2009, Visteon
reported a net loss of $110 million, or 85 cents per share,
compared with a net loss of $147 million, or $1.14 per share
during the first half of 2008.  Adjusted EBITDA for the first half
of 2009 was $95 million, compared with $354 million reported in
the first half of 2008.

First-half 2009 results include the UK deconsolidation gain of
$95 million recorded in the first quarter in connection with the
placement of Visteon UK Ltd. into administration on March 31,
2009.

                    Cash Flow and Liquidity

As of June 30, 2009, Visteon had cash balances totaling
$742 million, down $25 million from the level reported as of
March 31, 2009.

Cash generated by operating activities totaled $40 million for
second quarter 2009, compared with $133 million during the same
period a year earlier.  The decrease was attributable to higher
net losses, as adjusted for non-cash items, and lower trade
working capital inflows.  Trade working capital inflows in second
quarter 2009 reflect, among other items, the impact of pre-
petition payables that have not been settled.  Capital
expenditures were $33 million for second quarter 2009, compared
with $80 million in second quarter 2008, reflecting aggressive
actions to preserve capital.  Free cash flow was $7 million for
second quarter 2009, compared with $53 million for the same period
in 2008.

                       New Business Wins

Visteon continues to win new business despite the difficult
economic environment.  During the first half of 2009, Visteon won
more than $300 million in new business.  On a regional basis,
Asia accounted for 44 percent of the total while North America
and Europe accounted for 38 percent and 18 percent, respectively.

A full-text copy of Visteon's 2nd Quarter 2009 Results is
available for free at the U.S. Securities and Exchange Commission
at http://ResearchArchives.com/t/s?40fb

              Visteon Corporation and Subsidiaries
              Consolidated Condensed Balance Sheets
                      As of June 30, 2009

ASSETS
Cash and cash equivalents                          $647,000,000
Restricted cash                                      95,000,000
Accounts receivable, net                            998,000,000
Inventories, net                                    329,000,000
Other current assets                                208,000,000
                                                  -------------
  Total current assets                            2,277,000,000

Property and equipment, net                       2,053,000,000
Equity in assets of non-consolidated affiliates     237,000,000
Other non-current assets                             80,000,000
                                                  -------------
  Total Assets                                   $4,647,000,000
                                                  =============

LIABILITIES & STOCKHOLDERS' EQUITY
Short-term debt                                    $136,000,000
Accounts payable                                    780,000,000
Accrued employee liabilities                        161,000,000
Other current liabilities                           200,000,000
                                                  -------------
  Total current liabilities                       1,277,000,000

Long-term debt                                       62,000,000
Employee Benefits                                   409,000,000
Deferred income taxes                               136,000,000
Other non-current liabilities                       343,000,000
Liabilities subject to compromise                 3,142,000,000

Stockholders' deficit:
  Common stock                                      131,000,000
  Stock warrants                                    127,000,000
  Additional paid-in capital                      3,407,000,000
  Accumulated deficit                            (4,814,000,000)
  Accumulated other comprehensive income            165,000,000
  Other                                              (5,000,000)
                                                  -------------
Total Visteon shareholders' deficit                (989,000,000)

Noncontrolling interests                            267,000,000
                                                  -------------
  Total shareholders' deficit                      (722,000,000)
                                                  -------------
  Total liabilities & stockholders' equity       $4,647,000,000
                                                  =============

              Visteon Corporation and Subsidiaries
             Consolidated Statements of Operations
               Three Months Ended June 30, 2009

Net sales
  Products                                       $1,482,000,000
  Services                                           87,000,000
                                                  -------------
                                                  1,569,000,000
Cost of sales
  Products                                        1,403,000,000
  Services                                           86,000,000
                                                  -------------
                                                  1,489,000,000
                                                  -------------
  Gross margin                                       80,000,000

Selling, general and administrative expenses         97,000,000
Restructuring expenses                               18,000,000
Reimbursement from escrow account                             0
Reorganization items                                  7,000,000
                                                  -------------
  Operating (loss) income                           (42,000,000)

Interest expense                                     47,000,000
Interest income                                       2,000,000
Equity in net income of non-consolidated             19,000,000
                                                  -------------
  (Loss) income before income taxes                 (68,000,000)

Provision for income taxes                           31,000,000
                                                  -------------
  Net loss                                         ($99,000,000)

  Net income attributable
  to non-controlling interests                       13,000,000
                                                  -------------
  Net loss attributable to Visteon Corporation    ($112,000,000)
                                                  =============

              Visteon Corporation and Subsidiaries
              Consolidated Statements of Cash Flows
                 Six Months Ended June 30, 2009

Operating activities:
Net loss                                           ($90,000,000)
Adjustments to reconcile net loss to net
cash (used by) provided from operating activities:
Depreciation and amortization                      162,000,000
Deconsolidation gain                               (95,000,000)
Gains on asset sales                                (2,000,000)
Equity in net income of non-consolidated
  net of dividends remitted                         (20,000,000)
Other non-cash items                                (6,000,000)
Changes in assets and liabilities:
Accounts receivable                                (39,000,000)
Inventories                                         24,000,000
Accounts payable                                   (64,000,000)
Other assets and liabilities                      (105,000,000)
                                                  -------------
Net cash (used by) provided from
operating activities                               (235,000,000)

Investing activities:
Capital expenditures                                (58,000,000)
Cash associated with deconsolidation                (11,000,000)
Proceeds from divestitures and asset sales            4,000,000
Other                                                         0
                                                  -------------
Net cash used by investing activities               (65,000,000)

Financing activities:
Short-term debt, net                                (19,000,000)
Cash restriction                                    (95,000,000)
Proceeds from issuance of debt                       56,000,000
Principal payments on debt                         (119,000,000)
Repurchase of unsecured debt securities                       0
Other, including book overdrafts                    (58,000,000)
                                                  -------------
Net cash used by financing activities              (235,000,000)

Effect of exchange rate changes on cash               2,000,000
                                                  -------------
Net decrease in cash equivalents                   (533,000,000)
                                                  -------------
Cash and equivalents at beginning of year         1,180,000,000
                                                  -------------
Cash and equivalents at end of period              $647,000,000
                                                  =============

                        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: Sale of Hyundai Parts Facility to Korean Unit Done
----------------------------------------------------------------
Visteon Corp. submitted to the Bankruptcy Court a notice that (i)
all conditions to the closing of the sale of Visteon Domestic
Holding, LLC's equity interest in Halla Climate Systems Alabama
Corp., have been met, (ii) the closing of sale has occurred; and
(iii) payment for the U.S. Trustee has been made.

The Debtors earlier obtained the Court's permission to sell the
80% equity interest in Debtor Halla Climate Systems Alabama Corp.,
to Halla Climate Control Corporation, free and clear of all liens,
claims, encumbrances and other interest, pursuant to a sale and
purchase agreement, dated June 26, 2009.

Halla Climate Control Corporation or "Halla Korea" is a non-
debtor affiliate of Visteon Corporation organized under the laws
of the Republic of Korea.  Halla Korea's majority shareholder is
Visteon Corp., which owns a 70% equity interest in the company.
Visteon Corp. and Halla Korea design and manufacture fully
integrated heating, ventilation, and air conditioning systems for
original manufacturers like Hyundai Motor Company and Kia Motors
Corporation.

Halla Alabama, on the other hand, was originally formed as a
wholly owned subsidiary of Visteon Domestic.  Halla Alabama
operates a 135,000 sq. ft. manufacturing facility located in
Shorter, Alabama, 30 miles east of Montgomery, the home of
Hyundai Motor Manufacturing Alabama, LLC, Hyundai's only
manufacturing facility in the United States.

The Hyundai business accounts for nearly 100% of all Halla
Alabama sales, and nearly 60% of Halla Korea's global climate
control business, which generates about $1.7 billion in annual
gross revenue, making Hyundai Visteon Corp.'s second largest
customer on a consolidated basis.

"Given Halla Alabama's and Halla Korea's close affiliation
with Hyundai, it is necessary to the Debtors' long-term
profitability and growth to continue to foster and develop this
customer relationship," says Mark M. Billion, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware.

Hyundai, however, has expressed numerous concerns regarding Halla
Alabama's debtor status and Halla Alabama's ability to maintain
an uninterrupted supply of goods, according to Mr. Billion.  He
notes that Hyundai may seek to reduce its exposure with respect
to Halla Alabama by resourcing its supply of climate control
products to Halla Alabama's competitors if it continues to have
concerns regarding Halla Alabama's prolonged involvement in these
Chapter 11 cases.

Accordingly, Visteon Domestic sought to enter into the Purchase
Agreement with Halla Korea whereby:

  -- Halla Korea will pay Visteon Domestic $37,000,000 for 80%
     of Visteon Domestic's stake in Halla Alabama; and

  -- Halla Korea will make a cash payment to Visteon Corp. for
     roughly $26,000,000 in full satisfaction of Visteon Corp.'s
     intercompany loan to Halla Alabama in the same amount.

A full-text copy of the Halla Korea Purchase and Sale Agreement
is available for free at:

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

                        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: U.K. Pensioners Object to Employee Incentive Plan
---------------------------------------------------------------
Crawford McKee, on behalf of the Visteon UK Pensioners Action
Group, lodged objection to the Debtors' motion to implement
Visteon incentive program.

According to Mr. McKee, following Visteon UK's decision to
close three plants in the United Kingdom on April 1, 2009, the
underfunded UK Pension fund has been placed into administration.
Mr. McKee adds that the fund passes into the UK government
sponsored Pension Protection Fund where the Group stands to lose
significant life-changing pension payments -- some 40% to 60% in
reductions.

The Group represents 3,000 U.K. Visteon current and deferred
pensioners.

The Debtors are seeking the Court's permission to honor a
postpetition Visteon Incentive Program, which consists of a key
employee incentive plan, the Debtors' 2009 annual incentive plan
and the Debtors' current long-term incentive plan.  The AIP and
LTIP are continuations of the Debtors' prepetition incentive
programs, while the KEIP is a newly proposed plan.

The Debtors are also seeking authority to pay their employees
amounts earned under the Visteon Incentive Program without regard
to whether those obligations accrued or arose before or after the
Petition Date.  Specifically, the Debtors seek authority to pay
up to $6,200,000 on account of targets already reached but not
yet earned under the LTIP, and up to $6,000,000 that still may be
earned on account of certain 2009 and 2010 benchmarks, if
achieved based on the Debtors' business goals, as set forth under
the metrics of the LTIP established in 2007 and 2008.

                        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: UAW Objects to Termination of Retiree Benefits
------------------------------------------------------------
Debtors Visteon Corporation, Visteon Systems LLC, and Visteon
Caribbean Inc. are asking the Bankruptcy Court for authority to
modify or terminate their plans and programs that providing these
post-employment benefits:

  (1) Employer-paid post-employment health care benefits for
      current active employees, their spouses, surviving
      spouses, domestic partners and dependents;

  (2) Employer-paid post-employment health care benefits for
      current and future retirees, their spouses, surviving
      spouses, domestic partners and dependents;

  (3) Retiree medical credits and related retiree medical
      notional accounts established by the Sponsoring Debtors;
      and

  (4) Employer-paid post-employment basic life insurance
      benefits for current retirees.

                         Union Objects

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America contends that Section
1114 of the Bankruptcy Code precludes the Debtors from terminating
the retiree benefits of the UAW-represented employees and retirees
from the North Penn plant, in Lansdale, Pennsylvania, because the
collective bargaining agreement in force there precludes the at-
will termination of those benefits.

"Congress enacted Section 1114 to ensure that modifications to
retiree benefits are necessary to the debtor's reorganization and
are fair and equitable to all affected stakeholders, and to
ensure that they only take place after good faith negotiations
regarding the proposed modifications," says Peter D. DeChiara,
counsel for UAW.  "Because the Motion constitutes an
impermissible attempt to end-run Section 1114, it should be
denied," he asserts.

Another union, the International Union of Electronic, Electrical,
Technical Salaried, Machine, and Furniture Workers-Communication
Workers of America, asserts that the amendment or termination of
those benefits will deprive over 2,000 IUE-CWA retirees of medical
and life insurance benefits they have earned and paid for over a
lifetime of service to the Debtors.  According to the IUE-CWA, if
Debtors succeed in the Retiree Benefits Motion, those retirees
will be left in dire circumstances by the complete elimination of
their healthcare benefits.

The IUE-CWA represent hourly employees at the Debtors' plants at
Connersville, Indiana, and Bedford, Indiana.  At the Connersville
Plant, IUE-CWA members assembled automotive radiators and
compressors.  At the Bedford Plant, IUE-CWA members assembled
automotive fuel tanks, fuel pumps, pressure gauges, and window
washer pumps.

In a letter sent to the Court on August 4, 2009, Phyllis
Gassaway, former President of IUE-CWA Local 907, together with
her 66 co-workers, expressed her objection as to the Retirees
Benefits Motion.

Nine additional letters from retirees were filed with the Court
for the period from July 30 to 31, 2009, opposing the Debtors'
proposed termination of post-employment health care benefits.

                      Employee Benefit Plans

Debtors Visteon Corporation, Visteon Systems LLC, and Visteon
Caribbean Inc. currently maintain employee benefit plans and
programs that provide "other post-employment benefits" to certain
retirees and their spouses, surviving spouses, domestic partners
and dependents.  The Debtor may also provide OPEB in the future
to certain active employees who are currently or may become
eligible for OPEB, certain former employees who are currently or
may become eligible for OPEB, and their spouses, surviving
spouses, domestic partners and dependents, in their retirement.

The Debtors aver that the cost of providing the OPEB is one of
the largest and most significant long-term liabilities on their
balance sheet.  These benefits, the Debtors note, are funded on a
pay-as-you-go basis.

The Sponsoring Debtors provide OPEB to approximately 6,650
retirees, including former salaried employees and former hourly
employees under the Visteon Corporation Health and Welfare
Program for Salaried Employees, the Visteon Systems LLC Health
and Welfare Benefit Plan for Hourly Employees, the Connersville
and Bedford Plan, the Visteon Systems LLC Health and Welfare
Benefit Plan for Hourly Employees (North Penn Location), and the
Visteon Caribbean Inc. Employee Group Insurance Plan.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, related that after full and careful
deliberation, the Sponsoring Debtors have determined that they
must eliminate their current and future costs associated with
providing OPEB in order to successfully restructure their
businesses.  Ms. Jones tells the Court that the Sponsoring
Debtors' OPEB liability is projected to be $310,000,000 by end of
2009, with projected cash costs of $31,000,000 in this year alone.
"These liabilities are not sustainable," Ms. Jones stated in the
Debtors' request to modify or terminate their employee benefit
plans.

                        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)


VOUGHT AIRCRAFT: Moody's Affirms Corporate Family Rating at 'B2'
----------------------------------------------------------------
Moody's Investors Service affirmed Vought Aircraft Industries,
Inc.'s B2 Corporate Family and Probability of Default ratings and
upgraded the company's senior secured bank credit facility rating
to Ba2 from Ba3 as well as the company's senior unsecured notes
rating to B3 from Caa1.  The ratings outlook is stable.

The rating action follows the announcement that Vought completed
the sale of the assets and operations conducted at its North
Charleston, South Carolina facility to a subsidiary of The Boeing
Company.  The facility performs fabrication and assembly of
structures and systems installation of the 787 aft-fuselage
sections.  Simultaneously, the company obtained an amendment to
its credit facility to allow for the sale and subsequent debt
paydown from the proceeds of the transaction.  Among other things,
the company's revolving credit facility was lowered to
$100 million with an increase in interest rate associated with the
facility, and the company's remaining synthetic L/C facility was
converted into an incremental term loan.  The revolving credit
facility is now fully available with no borrowings.

Despite the near term positives of the transaction, including
immediate deleveraging and termination of the 787 Supply Agreement
and thus improved liquidity profile, the sale of the 787
operations reduces a major long-term revenue and earnings
generating prospect for Vought.  As part of the agreement however
Vought has entered into new long-term supply workscope agreements
for Boeing's 737, 777, and 787 aircraft programs, and these
activities should help to mitigate downside risks.  Yet, in an
environment where overall demand for new commercial aircraft is
sharply contracting and defense budget cuts could adversely affect
the company's prospects in military sales, Moody's believes that
the company's B2 CFR and PDR ratings appropriately reflect the net
balance of benefits and risks of the proposed transaction.

The company's rating outlook is stable at the B2 CFR level given
the company's still substantial commercial and military backlog
and its much improved liquidity profile benefiting from the
removal of on-going funding requirements for the delayed 787
program and also incorporating the company's substantial cash
position and unused revolver availability providing it the
necessary financial flexibility to address the cyclical downturn
in the aerospace industry.

These ratings have been affirmed:

* Corporate Family Rating at B2;

* Probability of Default Rating at B2.

These ratings have been upgraded:

* $100 million (previously $150 million) secured revolving credit
  facility due 2010, Ba2 (LGD2, 14%) from Ba3 (LGD2, 26%);

* $328.1 million (previously $608 million) term loan B due 2011,
  Ba2 (LGD2, 14%) from Ba3 (LGD2, 26%);

(The company's previous synthetic LC facility was converted into
the term loan.)

* $270 million 8% senior unsecured notes due 2011, B3 (LGD4, 68%)
  from Caa1 (LGD5, 79%).

The one notch upgrade of the senior secured facility to Ba2 and
the 8% unsecured notes to B3, despite unchanged CFR and PDR,
reflects the impact of the changes in the capital structure and
the resultant changes in the Loss Given Default assessments.  This
is the result of the significant reduction in the proportion of
senior secured liabilities from the last reported date consistent
with Moody's Loss Given Default Methodology.

The last rating action was on July 7, 2009, when Vought's B2
Corporate Family Rating was affirmed and the instrument ratings
were placed on review for possible upgrade.

Vought Aircraft Industries, Inc., headquartered in Dallas, Texas,
and owned by The Carlyle Group, is one of the largest independent
developers and producers of structural assemblies for commercial,
military, and business jet aircraft.  As of Q1 2009 LTM, Vought
had revenues of approximately $1.8 billion.


WARNER MUSIC: Net Loss Widens to $37 Million in June 30 Quarter
---------------------------------------------------------------
Warner Music Group Corp. posted wider net loss of $37 million
for the three months ended June 30, 2009, from a net loss of
$9 million for the same period a year ago.  Warner posted a net
loss of $82 million for the six months ended June 30, 2009, from a
net loss of $62 million for the same period a year ago.

For the quarter, revenue declined 9.3% to $769 million from
$848 million in the prior-year quarter, and was down 2.0% on a
constant-currency basis.  This performance primarily reflected the
company's fiscal fourth quarter-weighted release schedule, general
economic pressures and the transition from physical sales to
digital sales in the recorded music industry.