TCR_Public/090811.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 11, 2009, Vol. 13, No. 221

                            Headlines

ABITIBIBOWATER INC: Court Extends Removal, Lease Decision Periods
ABITIBIBOWATER INC: Gets Quebec Court OK to Sell Timberland Assets
ABITIBIBOWATER INC: Proposes to Scrap Confidential Call Agreement
ABITIBIBOWATER INC: Subsidiaries' Schedules of Assets and Debts
ABITIBIBOWATER INC: Subsidiaries' Statements of Financial Affairs

ADVENTRX PHARMACEUTICALS: Closes Sale of 5% Series C Preferreds
AMBAC ASSURANCE: S&P Changes Outlook on 'CC' Rating to Negative
AMERICAN ACHIEVEMENT: S&P Cuts Rating to SD on Buyback at 65% Off
ALPINE SECURITIZATION: DBRS Rates $67MM Liquidity Facility at 'BB'
AMERICAS INSURANCE: AM Best Assigns 'B' Financial Strength Rating

ANGIOTECH PHARMACEUTICALS: Posts $11.8MM Net Loss for June 30 Qtr
ANNIE LEIBOVITZ: Ambitious Building Renovations Caused Woes
ASARCO LLC: Objects to Globeville Civic's $7 Million Claim
ASARCO LLC: Parent Appeals SCC Judgment Bidders' Reimbursements
ASARCO LLC: Proposes $20 Million Indemnity Escrow Account

ASARCO LLC: Wants Lease Decision Deadline Moved to Dec. 31
BALLY TOTAL: Assumes Credit Card Pact With Merchant Services
BALLY TOTAL: HSBC Bank Files Suit to Pursue Distribution for Notes
BALLY TOTAL: Rejects Laurelhurst Concession Contract
BALLY TOTAL: Returns Lease Deposit to BTF Greenwood

BANK OF AMERICA: District Judge Won't OK Settlement With SEC
BANKUNITED FINANCIAL: Panel Can Retain KT&T as Local Counsel
BANKUNITED FINANCIAL: Asks for August 21 Extension for Schedules
BASHAS' INC: Creditors Panel Retains Pepper Hamilton, Mesirow
BOSCOV'S INC: Gets $43.7 Million Loan from Housing Agency

BOWNE & CO: S&P Changes Outlook to Positive, Affirms 'B' Rating
CANNERY CASINO: S&P Downgrades Corporate Credit Rating to 'B'
CASCADE GRAIN: Votes for Proposed Plan Due September 1
CATHOLIC CHURCH: BSNC Wants to Buy Fairbanks' Pilgrim Hot Springs
CATHOLIC CHURCH: Fairbanks Committee Retains J.H. Cohn as Advisor

CATHOLIC CHURCH: Tort Claimants' Plea to Reopen Tucson Case Denied
CATHOLIC CHURCH: Tucson Tort Committee Proposes $1MM Distribution
CDX GAS: Second Lien Lenders to Own Company After Ch. 11 Exit
CEDAR FAIR: Moody's Assigns 'Ba3' Rating on New Term Loans
CEDAR FAIR: S&P Assigns 'BB-' Rating on $900 Mil. Senior Loan

CELL THERAPEUTICS: Amends Terms of SMI Acquisition Deal
CELL THERAPEUTICS: Posts $18.0 Million Net Loss for Q2 2009
CELL THERAPEUTICS: Sets Annual Shareholders' Meeting on Oct. 20
CENTER CUT: Deteriorating Cash Flow Cues Moody's Junk Rating
CENTRUE FINANIAL: Defers Interest Payments on Trust Preferreds

CHEMTURA CORP: Posts $118 Million Net Loss in 2009 Second Quarter
CHEMTURA CORP: Court Okays Eastman & Albemarle Set-Offs
CHEMTURA CORP: Expands Scope of KPMG LLP Work
CHINA DIGITAL: Earns $1.8MM But Discloses Going Concern Doubt
COEUR D'ALENE: S&P Raises Corporate Credit Rating to 'B-'

COEUR D'ALENE: Swings to $11.6 Million Net Income for June 30 Qtr
COLONIAL BANCGROUP: May Be Placed Into FDIC Receivership
COLONIAL BANCGROUP: DBRS Downgrades Senior Debt to 'C'
COMDISCO HOLDING: Posts $144,000 Net Loss in Third Quarter 2009
COMFORCE CORP: Posts $598,000 Net Income for 2nd Quarter 2009

CONTINENTAL AIRLINES: Equity Issuance Won't Move Moody's B2 Rating
COOPER-STANDARD: To Continue Customer Programs Postpetition
COYOTES HOCKEY: NHL Seeks to Push Jim Balsillie Out of Bidding
CROCS INC: Posts $30.2 Million Net Loss for June 30 Quarter
CRUCIBLE MATERIALS: Asks for Dec. 2 Extension to File Ch. 11 Plan
CRUCIBLE MATERIALS: Seeks to Pay PRL Industries' Prepetition Claim

DANA HOLDING: Moody's Changes Default Rating to 'Caa1/LD'
DEERFIELD CAPITAL: Gets Relief from Net Worth Covenants
DELTA AIR LINES: Reports July 2009 Traffic Results
DELTA PETROLEUM: Second Quarter Net Loss Widens to $180.4MM
DUNE ENERGY: Narrows Net Loss to $16.4 Million in Q2 2009
EINSTEIN NOAH: General Counsel and Secretary Jill Sisson to Retire

EINSTEIN NOAH: Posts Slightly Lower Net Income in June 30 Quarter
EMPIRE RESORTS: Delays Filing of June 30 Quarterly Report
EMPIRE RESORTS: Receives Default Notice From 5-1/2% Noteholders
EMPIRE RESORTS: Register 5,000,000 Shares Under 2005 Equity Plan
ENERGY PARTNERS: Chapter 11 Filing Raises Going Concern Doubt

FINLAY ENTERPRISES: Discloses Terms of Gordon Brothers Agency Deal
FINLAY ENTERPRISES: Ch. 11 Filing Cues Moody's Rating Cut to 'D'
FINLAY ENTERPRISES: S&P Withdraws 'D' Corporate Credit Rating
FIRST BANKS: Defers Interest Payments on Jr. Subordinated Notes
FIRST BANKS: Defers Interest Payments on Trust Preferreds

FIRSTPLUS FINANCIAL: Can Employ Cox Smith as Attorneys
FIRSTPLUS FINANCIAL: Creditors Meeting Continued to August 21
FIRSTPLUS FINANCIAL: Taps John Clarson for General Corp. Advice
FIRSTPLUS FINANCIAL: Taps Michael Eberhardt to Advise CFO
FIRSTPLUS FINANCIAL: Taps Patton Boggs for DOJ Probe

FONTAINEBLEAU: Cash Collateral Use Extended Until September 3
FONTAINEBLEAU: Court OKs Rejection of Employment & Sales Pacts
FONTAINEBLEAU: Turnberry Agrees to 6 Mos.' License Suspension
FONTAINEBLEAU: Wants to Scrap TB Realty Marketing Agreement
FORD MOTOR: DBRS Confirms Issuer Rating at 'CCC'

FRONTIER AIRLINES: Southwest Submits Bid of More Than $170 Million
FRONTIER AIRLINES: Has Pact With Teamsters on Concessions
GENERAL GROWTH: Committee Retains Halperin as Conflicts Counsel
GENERAL GROWTH: Committee Retains FTI as Financial Advisors
GENERAL GROWTH: Hires Cushman & Wakefield as Appraisers

GENERAL GROWTH: Proposes Assessment Tech. as Tax Consultants
GENERAL MOTORS: Targets Public Offering by July 2010
GENERAL MOTORS: Pre-Bankruptcy Stock Have No Value
GENERAL MOTORS: RHJ to Sweeten Bid for Opel/Vauxhall Operations
GLOBAL MOTORSPORT: Files Chapter 11 Plan of Liquidation

GMAC INC: Biz. Capital Group Sr. Managers Join Mountain Funding
GMAC INC: To Provide Lease Financing on 2009, 2010 Models
GREAT ATLANTIC: Moody's Affirms 'B3' Corporate Family Rating
GREEKTOWN HOLDINGS: Court OKs March-May Fee Applications
GREENBRIER COMPANIES: Moody's Cuts Corp. Family Rating to 'Caa1'

HERBST GAMING: Sr. Lenders Won't Recover 100% on $500M Value
HSP GAMING: S&P Assigns Corporate Credit Rating at 'B-'
HUNTSMAN CORPORATION: Moody's Cuts Corporate Family Rating to 'B1'
IMAX CORP: Reports $2.6 Million Net Income for June 30 Quarter
JEFFERSON COUNTY: Governor Riley Calls Special Session

JER INVESTORS: Cuts Deals With Three Trust Preferred Shareholders
JOURNAL REGISTER: Emerges From Chapter 11 Bankruptcy
KEATING CHEVROLET: Files for Chapter 11 in Texas
KINGSLEY CAPITAL: Confirmation Hearing to be Held on August 12
KIRK PIGFORD: Court Dismisses Chapter 11 Proceeding

LA PLACITA: Shopping Center Rents Constitute Cash Collateral
LANDAMERICA FIN'L: Waterstone Has 8.06% Equity Stake
LEHMAN BROTHERS: Alvarez & Marsal Bills $42MM for March-May Work
LEHMAN BROTHERS: FSA's Issues on JPMorgan Account Resolved
LEHMAN BROTHERS: HK Lawmakers Question Minibonds Settlement

LEHMAN BROTHERS: SONICblue Estate to Pay $1.3MM LBI Claim
LEHMAN BROTHERS: Stipulations on Return of Erroneous Transfers
LEHMAN BROTHERS: To Assign Visteon Loan to Pentwater
LENNY DYKSTRA: Creditor Wants Case Converted to Chapter 7
LINN ENERGY: Asset Sale Deals Won't Affect Moody's 'B1' Rating

LOWER BUCKS: Moody's Junks Rating on $27 Mil. Series 1992 Bonds
LYONDELL CHEMICAL: Court Approves J. Gallogly Employment Pact
MAMMOTH SAN JUAN: Sec. 341(a) Meeting Continued to August 19
MECACHROME INTERNATIONAL: Creditors Meeting to be Hld on August 26
MERIDIAN AUTOMOTIVE: Voluntary Chapter 7 Case Summary

FRONTIER AIRLINES: Southwest Submits Bid of More Than $170 Million
FRONTIER AIRLINES: Has Pact With Teamsters on Concessions
MICHELLE SHEPHERD: Bankruptcy Auction on August 19
MICROMET INC: Posts $13.9 Million Net Loss for June 30 Quarter
NII HOLDINGS: Moody's Assigns Corporate Family Rating at 'B2'

NII HOLDINGS: S&P Assigns Corporate Credit Rating at 'B+'
NORTEL NETWORKS: CEO Zafirovski Steps Down Following Assets Sale
NORTEL NETWORKS: Posts 25% Revenue Drop, $274 Mil. Net Loss in Q2
NORTEL NETWORKS: Has Protocol for Prompt Payment to Ex-Employees
NORTEL NETWORKS: Interim Supplier Pacts Extended to Sept. 9

NORTEL NETWORKS: Proposes $1.3 Million Settlement With Synnex
NPS PHARMACEUTICALS: Inks Equity Line of Credit Pact with Azimuth
NPS PHARMACEUTICALS: Posts $2.6 Million Net Income in Q2 2009
NPS PHARMACEUTICALS: To Raise $100,000,000 by Issuing Securities
NV BROADCASTING: To End WKTV Weekday Newscast September 21

OSCIENT PHARMACEUTICALS: Panels Taps Mesirow as Financial Advisor
PARADIGM MEDICAL: March 31 Balance Sheet Upside-Down by $4 Mil.
PAULA DORF: Wants New Lender, Files for Chapter 11 Bankruptcy
PENN NATIONAL: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
PEOPLES COMMUNITY: To File for Ch. 11 on Bank Closing, Foiled Sale

PHOENIX FOOTWEAR: Forbearance Period Extended Until September 30
PILGRIM'S PRIDE: 43 Trade Creditors Transfer $2.44 Mil. in Claims
PILGRIM'S PRIDE: Incurs $53.24MM Loss for Quarter Ended June 27
POLAROID CORP: C2 Invested $2.6MM to Acquire 5% Interest
REPUBLIC STORAGE: Disc Statement OK'd; Sept 3 Voting Deadline Set

RESIDENTIAL CAPITAL: Business Capital Group Joins Mountain Funding
RIO VISTA ENERGY: Warns of Bankruptcy if Unit's Sale Fails
SEMGROUP LP: Applicants' CCAA Stay Extended Until October 1
SEMGROUP LP: Examiner Discharged From Chapter 11 Probe Duties
SIX FLAGS: Committee Proposes Solomon as Financial Advisor

SIX FLAGS: Committee Sets Information Access Protocol
SIX FLAGS: Seeks Bankruptcy Court's Nod to Pay Foreign Vendors
SIX FLAGS: Court Allows Committee Members to Trade in Securities
SMITHFIELD FOODS: Moody's Affirms 'Ba3' Rating on Senior Notes
SMITHFIELD FOODS: S&P Assigns 'B+' Rating on $225 Mil. Add-On Debt

SMITHFIELD FOODS: S&P Downgrades Corporate Credit Rating to 'B-'
SPANSION INC: Key Parties Object to Formation of Equity Committee
SPANSION INC: Latham & Watkins Bills $4.1MM for March to June Work
SPANSION INC: Tessera Wants Probe for Infringement Claims
SPECTRUM BRANDS: Sales Down to $589MM; To Exit Ch. 11 This Month

SPORTS ROCK: Fails to Pay Drink Tax, Files for Chapter 11 Bankr.
STANDARD MOTOR: Plans to Raise $75 Million by Issuing Securities
STANDARD MOTOR: Posts $5.31MM Net Earnings for June 30 Quarter
STANT PARENT CORP: U.S. Trustee Appoints 5-Member Creditors' Panel
STEEL NETWORK: Can Use BofA's Cash Collateral Until August 21

STERLING MINING: Sunshine Precious Asks Court to Dismiss Case
STOLLE MACHINERY: S&P Withdraws 'B+' Corporate Credit Rating
SYNTAX-BRILLIAN: Greenberg Traurig Wants $6 Million in Fees
TITLEMAX HOLDINGS: To Avoid $164MM Interest Payment, Lenders Say
TRUMP ENTERTAINMENT: Incurs $581MM Net Loss on Impairment Charges

UBS AG: Settlement Talks Continue, Drafting Pact Needs More Time
UNIVERSAL MARKETING: Can Access TD Bank's Cash Until August 17
UNIVERSAL MARKETING: Schedules Filing Extended Until August 24
UNUM GROUP: Net Income Rises to $267MM in Quarter Ended June 30
VERSACOLD INTERNATIONAL: S&P Keeps 'B' Corporate Credit Rating

VONAGE HOLDINGS: Posts $2.28 Mil. Net Income for June 30 Quarter
WESTMORELAND COAL: WML Unit in Default of Leverage Ratio Covenant
WORLDSPACE INC: Asks Court to Extend Plan Filing Until Dec. 31
XERIUM TECHNOLOGIES: Swings to $7.84MM Net Loss in First Half 2009
XERIUM TECHNOLOGIES: Warns of Covenant Breach in Sept. 30 Quarter

* Large Companies With Insolvent Balance Sheets

                            *********

ABITIBIBOWATER INC: Court Extends Removal, Lease Decision Periods
-----------------------------------------------------------------
The Bankruptcy Court extended the time within which the Debtors
may file notices of removal of civil actions and proceedings in
state and federal courts to which they are or may become parties,
through and including November 12, 2009.  A certificate of no
objection was filed in relation to the Debtors' request.

Judge Kevin Carey also extended the period within which the
Debtors may assume or reject leases, through and including
November 12, 2009, with respect to 20 leases, which are of
critical importance to the Debtors' ongoing business.  The 20
Leases comprise of plant, office, warehouse, industrial and
timberland leases.  The Court's Order is subject, and without
prejudice, to the rights of the Debtors to seek further extension
of their Lease Decision Period with the consent of the affected
lessor.

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates
27 pulp and paper facilities and 34 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.  Marketing its products in more than 90 countries, the
Company is also among the world's largest recyclers of old
newspapers and magazines, and has more third-party certified
sustainable forest land than any other company in the world.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Gets Quebec Court OK to Sell Timberland Assets
------------------------------------------------------------------
Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Canada, authorized Abitibi-Consolidated Inc. and its affiliates to
sell their Quebec Timberland Assets for C$53 million.

Mr. Justice Gascon approved these agreements in relation to the
Quebec Timberland Asset Sale, and authorized the CCAA Applicants
to implement the transactions contemplated by the Agreements:

  (a) The Purchase and Sale Agreement of the Mauricie
      Timberlands Assets, with respect of timberland assets
      located in the Mauricie region, by and among Abitibi-
      Consolidated Inc. and Abitibi-Consolidated Company of
      Canada, as vendors, and Solifor Mauricie, societe en
      commandite, as purchaser.

  (b) The Purchase and Sale Agreement of the Charlevoix
      Timberland Assets in relation to timberland assets in the
      region of Charlevoix/Saguenay, by and among ACI and ACCC,
      as vendors, and Solifor Charlevoix/Saguenay, Societe en
      Commandite, as purchaser.

  (c) The Purchase and Sale Agreement of the Cote-Nord
      Timberland Assets with respect to timberland assets
      located in the Cote-Nord region, by and between ACCC, as
      vendor, and 3908666 Canada Inc.

In an 8-page opinion, Mr. Justice Gascon determined that the
Timberland Assets represent less than 1% of the total timber
sourced by the CCAA Applicants in Quebec.  The Assets are not
required to continue the operations of the CCAA Applicants and
are not vital to successfully restructure their business, the
Canadian Court held.

Before the entry of the Court's ruling, the Senior Secured
Noteholders opposed the CCAA Applicants' projected use of the
Timberland Asset Sale proceeds to provide liquidity for operating
purposes.  The McBurney Corporation, McBurney Power Limited and
MBB Power Services Inc., as lienholders, joined in the
Noteholders' objection.  The Senior Secured Noteholders asked the
Canadian Court to rule that the proceeds should be paid to the
ACI DIP Lender as a prepayment of the ACI DIP Loan, with the
balance, if any, being retained by the Court-appointed CCAA
Monitor in a trust pending further Court order.

Mr. Justice Gascon held that there is no valid reason to deal
with the proceeds of the Sale in the manner proposed by the
Senior Secured Noteholders.  The Canadian Court acknowledged that
the Sale proceeds will provide the CCAA Applicants with
additional and well-needed liquidity.

In its 12th Monitor Report submitted to the Canadian Court, Ernst
& Young LLP recommended approval of the Sale.  E&Y determined
that, among other things, the Purchase Price is reasonable
compared to precedent transactions in the Province of Quebec, and
is within a reasonable range of appraised values.  The Purchase
Price will provide the ACI Group with much needed liquidity, E&Y
noted.

"It is moreover important for the [CCAA Applicants] to maintain
sufficient liquidity so as to avoid being in default under the
existing Securitization Program agreements," Mr. Justice Gascon
said.  "If the Timberland Assets proceeds cannot be used to
provide liquidity for operating purposes, the [Applicants] will
lose the benefit of the margin of comfort which excess liquidity
provides," he stated.

The Sale Order constitutes the only authorization required by the
CCAA Applicants to proceed with the Transactions, the Canadian
Court held.  No shareholder or regulatory approval is required in
connection with the Transactions contemplated in the Agreements.

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates
27 pulp and paper facilities and 34 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.  Marketing its products in more than 90 countries, the
Company is also among the world's largest recyclers of old
newspapers and magazines, and has more third-party certified
sustainable forest land than any other company in the world.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Proposes to Scrap Confidential Call Agreement
-----------------------------------------------------------------
Abitibibowater Inc. and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a redacted motion,
seeking permission to reject a certain call agreement.

In a separate statement, the Debtors explained that the Call
Agreement "contains a confidentiality provision that prohibits
unilateral disclosure concerning the transactions contemplated
therein."

Disclosure of the Agreement and its contents "would violate the
confidentiality provisions in the Agreement," according to Sean
T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware.

Accordingly, the Debtors asked the Court to authorize them to
file the Confidential Motion under seal, pursuant to Section
107(b) of the Bankruptcy Code.

The Debtors intend to provide an unredacted copy of the
Confidential Motion on a confidential basis, to (i) the Court,
(ii) the Office of the United States Trustee for the District of
Delaware, (iii) the Official Committee of Unsecured Creditors,
(iv) certain counterparties to the Agreement, and (v) any other
parties as the Court may allow.

                      Woodbridge Reacts

The Woodbridge Company Limited, Woodbridge International
Holdings Limited and Woodbridge International Holdings SA,
maintain that the Debtors' request to reject the Call Agreement
must be denied because:

  (i) the Call Agreement is a constituent part of a single,
      integrated agreement along with a certain Partnership
      Agreement -- both of which are executed by the same
      Parties regarding the same subject matter in the course of
      the same transaction and must therefore be either assumed
      or rejected in toto; and

(ii) the Call Agreement is not an executory contract, as no
      material obligations were due as of the Petition Date from
      any party and therefore, is not subject to rejection
      under Section 365(a) of the Bankruptcy Code.

David P. Primack, Esq., at Drinker Biddle & Reath LLP, in
Wilmington, Delaware, relates that in 2001, the Debtors entered
into a partnership arrangement with the Woodbridge Entities to
operate a newsprint mill in Augusta, Georgia.  The Partnership
was created on September 6, 2001, when the Woodbridge Partner
acquired a 50% interest in a partnership from Thomson Newsprint
Inc., which is a public company whose largest shareholder is
TWCL.

The Partnership Arrangement is made up of two integral parts,
which include the Partnership Agreement and the Call Agreement.
Mr. Primack insists that the Partnership Arrangement would not
exist without the terms of Call Agreement.  The terms of the Call
Agreement and the Partnership Agreement "were considered to be --
and, indeed, were treated as -- the complete set of terms of the
Partnership Arrangement [hence] . . . the Debtors should not be
able to cherry pick through the whole and decide to reject some
terms while retaining the benefit of others," he argues.

Against this backdrop, the Woodbridge Entities ask Judge Carey to
deny the Debtors' rejection request.

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates
27 pulp and paper facilities and 34 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.  Marketing its products in more than 90 countries, the
Company is also among the world's largest recyclers of old
newspapers and magazines, and has more third-party certified
sustainable forest land than any other company in the world.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Subsidiaries' Schedules of Assets and Debts
---------------------------------------------------------------
Twenty-three debtor affiliates of AbitibiBowater Inc. filed
with the Court separate schedules of assets and liabilities:

Debtor Entity                         Assets       Liabilities
-------------                      ------------  --------------
Bowater Canadian Forest
Products Inc.                      $896,319,036   $281,122,798
Donohue Corp.                        364,574,381  1,053,104,555
Bowater Alabama LLC                  332,100,048    415,884,995
Bowater Newsprint South Operations   220,508,008    407,881,464
Abitibi-Consolidated Corp.           179,128,086  1,056,886,004
Alabama River Newsprint Co.          178,526,800  1,054,551,547
Bowater America Inc.                 126,848,861    273,085,199
Abitibi Consolidated Sales Corp.      94,297,459  1,068,922,663
Bowater Maritimes Inc.                 9,162,667      2,028,282
Bowater Nuway Mid-States Inc.          5,710,162    272,713,841
Abitibi-Consolidated Alabama Corp.     4,411,205  1,052,867,769
Bowater Nuway Inc.                       321,483    272,555,011
Augusta Woodlands, LLC                   298,307  1,052,867,769
Bowater LaHave Corporation                45,529    128,172,797
Bowater Canadian Holdings Inc.             2,538    128,172,797
Bowater Canada Finance Corporation         2,104     28,172,797
Bowater Newsprint South LLC                1,046    400,732,389
AbitibiBowater Canada Inc.                 2,079              0
Bowater Finance Company Inc.          30,063,069    undisclosed
Bowater Canadian Limited                 643,425    undisclosed
Coosa Pines Golf Club Holdings LLC       264,518    undisclosed
Lake Superior Forest Products Inc.         1,868    undisclosed
Bowater Ventures Inc.                        734    undisclosed

These six Debtor Entities submitted Schedules that reflected
assets and liabilities in unknown amounts:

  * AbitibiBowater US Holding 1 Corp.
  * AbitibiBowater US Holdings LLC
  * Bowater Finance II LLC
  * Bowater South American Holdings Inc.
  * Catawba Property Holdings, LLC
  * Tenex Data Inc.

Abitibi-Consolidated Finance LP posted unknown amount of assets
and liabilities totaling $7,842,000.

              Six Debtors Amended their Schedules

On August 4, 2009, six Debtor affiliates filed amended Schedules
with the Court to reflect a revised list of creditors holding
unsecured non-priority claims in these aggregate amounts:

                                               Schedule F
Debtor Entity                                  Total Amount
-------------                                 --------------
Bowater Incorporated                          $2,291,195,872
Bowater Canadian Forest Products Inc.            308,947,878
Abitibi-Consolidated Corporation                 296,975,583
Alabama River Newsprint Company                  294,652,778
Bowater Alabama LLC                               15,172,197
Bowater Nuway Mid-states, Inc.                       213,841

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates
27 pulp and paper facilities and 34 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.  Marketing its products in more than 90 countries, the
Company is also among the world's largest recyclers of old
newspapers and magazines, and has more third-party certified
sustainable forest land than any other company in the world.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Subsidiaries' Statements of Financial Affairs
-----------------------------------------------------------------
William G. Harvey, AbitibiBowater Inc.'s senior vice president
and chief financial officer, reports that these Debtor-affiliates
of AbitibiBowater, Inc., earned revenues in the form of interest
income and disposal of assets during these periods:

                                            Revenue from
                                            Interest Income/
Debtor-affiliate                Period      Disposal of Assets
----------------              ------------  ------------------
Abitibi-Consolidated Corp.    YTD 2009            $12,903,418

Abitibi-Consolidated          YTD 2009              4,284,325
Sales Corp.                    YE 2008/2007

Augusta Woodlands LLC          YE 2008/2007           220,486

AbitibiBowater Canada Inc.     YE 2008/2007            77,449

Alabama River Newsprint Co.   YTD 2009                 42,999
                               YE 2007

Bowater Nuway Inc.            YTD 2009             83,357,109
                               YE 2008/2007

Bowater Canadian Forest       YTD 2009              4,706,886
Products, Inc.                 YE 2008/2007

Donohue Corp.                 YTD 2009              4,151,820

Bowater Canadian              YTD 2009              3,127,493
Holdings, Inc.                 YE 2008/2007

Bowater Alabama LLC           YTD 2009 & YE 2007      319,254

Bowater Maritimes, Inc.       YTD 2009                144,491
                               YE 2008/2007

Bowater Newsprint South        YE 2007                 88,279
Operations LLC

Bowater Canada                 YE 2007                 44,913
Finance Corp.

Bowater Canadian Limited       YE 2008/2007            17,864

Within 90 days to the Petition Date, these Debtor-affiliates made
transfers to various creditors:

                                             Total Amount of
  Debtor-affiliate                           Transfers Made
  ----------------                           ---------------
  Abitibi-Consolidated Sales Corp.               $24,625,719
  Alabama River Newsprint Co.                     $1,239,977
  Bowater Newsprint South LLC                     $6,544,746
  Bowater Alabama LLC                            $10,346,578
  Bowater America, Inc.                          $12,463,829
  Abitibi-Consolidated Corp.                     C$3,779,132
  Bowater Maritimes, Inc.                        C$5,189,241
  Bowater Nuway Mid-States Inc.                   US$454,991
  Bowater Nuway Mid-States Inc.                      C$6,295
  Bowater Canadian Forest Products Inc.        US$12,022,134
  Bowater Canadian Forest Products Inc.         C$91,951,616

These Debtor-entities paid a total of $18,741,180 to company
insiders, consisting of various officers and directors in the
U.S. and Canada, or withdrew or distributed to those insiders
compensation in any form during the one year period prior to the
Petition Date:

  -- AbitibiBowater U.S. Holding LLC
  -- Donohue Corp.
  -- Abitibi-Consolidated Alabama Corp.
  -- Augusta Woodlands LLC
  -- Tenex Data, Inc.
  -- Abitibi-Consolidated Finance LP
  -- Bowater Newsprint South Operations LLC
  -- Bowater Finance II LLC
  -- Coosa Pines Golf Club
  -- Catawba Property Holdings
  -- Bowater Finance Company Inc.
  -- Bowater South American Holdings
  -- Lake Superior Forest Products, Inc.
  -- Bowater Canada Finance Corp.
  -- Bowater Canadian Holdings, Inc.
  -- AbitibiBowater Canada Inc.
  -- Bowater Maritimes, Inc.
  -- Bowater LaHave Corp.
  -- Bowater Nuway Inc.
  -- Bowater Nuway Mid-States Inc.
  -- Bowater Ventures Inc.
  -- Bowater Finance II
  -- Abitibi-Consolidated Sales Corp.
  -- Alabama River Newsprint Co.
  -- Abitibi-Consolidated Corp.
  -- Bowater Newsprint South LLC
  -- Bowater Alabama LLC
  -- Bowater America, Inc.
  -- Bowater Canadian Forest Products, Inc.

Bowater Canadian Forest Products, Inc., Bowater Alabama LLC,
Abitibi-Consolidated Corp., Abitibi-Consolidated Sales Corp.,
Coosa Pines Golf Club, Bowater Maritimes, Inc., and
AbitibiBowater Canada Inc. became parties to civil or personal
injury lawsuits prior to the Petition Date.

Bowater Canadian Forest Products, Inc., Bowater Alabama LLC,
Bowater Newsprint South Operations LLC, Abitibi-Consolidated
Corp., Alabama River Newsprint Co. and Lake Superior Forest
Products, Inc. made contributions to various charitable
institutions prior to the Petition Date.

Abitibi-Consolidated Sales Corp. incurred losses totaling $4,300
due to theft and fire within one year to the Petition Date.
Bowater Alabama LLC had total losses of $138,200.  Abitibi-
Consolidated Corp., for its part, had total losses of $173,038
and Bowater Canadian Forest Products, Inc. incurred losses that
aggregate $3,190,699.

These Debtor-affiliates made payments or property transfers,
totaling $15,665,148 to certain parties for consultation
concerning debt consolidation, relief under the bankruptcy law or
preparation of the Chapter 11 Petition within one year
immediately preceding the Petition Date:

  * AbitibiBowater U.S. Holding LLC
  * Donohue Corp.
  * Abitibi-Consolidated Alabama Corp.
  * Augusta Woodlands LLC
  * Tenex Data, Inc.
  * Abitibi-Consolidated Finance LP
  * Bowater Finance II LLC
  * Catawba Property Holdings
  * Bowater Finance Company Inc.
  * Bowater South American Holdings
  * Lake Superior Forest Products, Inc.
  * Bowater Canadian Holdings, Inc.
  * AbitibiBowater Canada Inc.
  * Bowater Maritimes, Inc.
  * Bowater LaHave Corp.
  * Bowater Canadian Limited
  * Bowater Nuway Inc.
  * Bowater Nuway Mid-States Inc.
  * Bowater Ventures Inc.
  * Bowater Finance II
  * Abitibi-Consolidated Sales Corp.
  * Alabama River Newsprint Co.
  * Abitibi-Consolidated Corp.
  * Bowater Newsprint South Operations LLC
  * Bowater Newsprint South LLC
  * Bowater Alabama LLC
  * Bowater America, Inc.
  * Bowater Canadian Forest Products, Inc.

Within two years to the Petition Date, various transfers were
made by various Debtor-affiliates:

  (a) Bowater Newsprint South LLC granted mortgage to
      Wachovia Bank National Association.

  (b) Donohue Corp. made transfers relating to security
      interests in favor of Goldman Sachs Credit Partners, LP.

  (c) Bowater Newsprint South Operations transferred track
      mobile valued at $68,000 to AbitibiBowater-McKenzie.

  (d) Bowater Nuway Mid-States Inc. distributed term promissory
      notes to Bowater Incorporated.

  (e) Abitibi-Consolidated Sales Corp. transferred all assets of
      the Snowflake Mill to Catalyst Paper Corporation.

  (f) Bowater Alabama LLC granted mortgage to Wachovia Bank and
      sold land to Presbytery of Sheppards and Lapsley.

  (g) Bowater Canadian Forest Products, Inc., made various land
      transfers to more than 30 entities.

  (h) Abitibi-Consolidated Corp. transferred various items to
      more than 20 entities.

Bowater Canadian Forest Products, Inc., Bowater Alabama LLC,
Abitibi-Consolidated Corp., Alabama River Newsprint Co., Bowater
Newsprint South Operations, Bowater Nuway Mid-States Inc. and
Coosa Pines Golf Club further disclosed that they control or hold
various equipment and certain other property that are owned by
other entities.

Bowater Nuway Inc. occupied 1155 Metcalfe Street, in Montreal,
Quebec, within three years before the Petition Date.  Similarly,
Abitibi-Consolidated Sales Corp. occupied premises in Alpharetta,
Charlestown, Chicago White Plains and Charlestown North, Las
Vegas.

Bowater Canadian Forest Products, Inc., Alabama River Newsprint
Co., Coosa Pines, Bowater Maritimes, Inc. and Catawba Property
Holdings received notice from governmental units regarding
potential liabilities under violation of certain environmental
laws.  Bowater Alabama LLC and Bowater Canadian Forest Products,
Inc. also sent notices regarding release of hazardous material to
various government units.

Six years before the Petition Date, these Debtor-affiliates owned
5% or more of the voting equity securities of certain entities:

  Debtor-affiliate                      Owned 5% of
  ----------------                      -----------
  AbitibiBowater U.S. Holding LLC       Donohue Corp.

  Donohue Corp.                         Abitibi-Consolidated
                                        Sales Corp.

  Donohue Corp.                         Abitibi-Consolidated
                                        Corp.

  Abitibi-Consolidated Alabama Corp.    Alabama River Newsprint
                                        Company

  Bowater Newsprint South Operations    Bowater Finance II LLC

  Lake Superior Forest Products, Inc.   Ponderay Newsprint
                                        Company

  Bowater Canadian Holdings, Inc.       AbitibiBowater Canada,
                                        Inc. and Bowater Canada
                                        Treasury Corp.

  AbitibiBowater Canada Inc.            Abitibi-Consolidated
                                        Inc. and Bowater
                                        Canadian Products, Inc.

  Bowater Maritimes, Inc.               The Restiguche Log
                                        Driving and Boom
                                        Company

  Bowater LaHave Corp.                  Bowater-Korea Ltd.

  Bowater Canadian Limited              Bowater Mersey Paper
                                        Company Limited

  Bowater Nuway Inc.                    Calhoun Newsprint Co.

  Abitibi-Consolidated Sales Corp.      Abitibi-Consolidated
                                        Alabama Corp. and
                                        Abitibi-Consolidated US
                                        Funding Corp.

  Alabama River Newsprint Co.           Alabama River Newsprint
                                        Mill

  Abitibi-Consolidated Corp.            Augusta Woodlands, LLC

  Bowater Newsprint South LLC           Bowater Alabama LLC and
                                        Bowater Newsprint South
                                        Operations LLC

  Bowater Alabama LLC                   Bowater Finance II LLC

  Bowater America, Inc.                 Lake Superior Forest
                                        Products, Inc.

  Bowater Canadian Forest               9032-4286 Quebec Inc.,
   Products, Inc.                       et al.

Mr. Harvey states that within six years to the Petition Date, P&R
Auditores Independentes Ltda., Danny Eaton, Gino LeBlanc, Bill
Kerr, Bruno Monette, Bruno Taillion, Dave Lawrence, Mark Rooney,
Tracy Porter, Alain Quenneville, Brian Robinson, Cassandra Price,
Barbara Cole, Pierre Rogeau, Robin Villanueve, Jocelyn Pepin,
Chris Thomas, Joehl Ihrig, Rob Rozee, John Mielke, Joseph
Johnson, Linda Gauvin, Anita Gilliland Cassandra Price, and
William Harvey kept or supervised the keeping of books of account
and records of the Remaining Debtors, as applicable, or were in
possession of those books and records as of the Petition Date.

PricewaterhouseCoopers LLP audited the books and records of
Bowater Canadian Forest Products, Inc., within two years to the
Petition Date.

Inventories on certain of the Debtors were conducted or kept by
these individuals or entities, as applicable:

  (1) Dan Garlington
  (2) Jeff Petit
  (3) Phil Elmore
  (4) Ricky Baker
  (5) Roy Doyle
  (6) Sheen Lewis
  (7) Joseph Johnson
  (8) Oma Fiedler
  (9) Aiman Harmon
(10) Jeremy Reding
(11) Rick Eddins
(12) Travis Martin
(13) Bob Ward
(14) Carolyn Lee
(15) Gary Anacker
(16) Gary Harbin
(17) David White
(18) Mac McGhee
(19) Matt Crocker
(20) Glenn Joiner

As parent companies, these Debtor-affiliates directly or
indirectly hold 100% of the voting or equity securities of these
Remaining Debtors:

Debtor-affiliate               100% Of Equity Owned By
----------------               -----------------------------
AbitibiBowater U.S. Holding    AbitibiBowater, Inc.
Donohue Corp.                  AbitibiBowater US Holding
Abitibi-Consolidated Alabama   Abitibi-Consolidated Sales
Augusta Woodland               Abitibi-Consolidated Corp.
Tenex Data, Inc.               Abitibi-Consolidated Canadian
                                  Office Products Holdings, Inc.
Bowater Newsprint South
  Operations LLC                Bowater Newsprint South LLC
Coosa Pines Golf Club          Bowater Alabama LLC
Catawba Property Holdings      Bowater Incorporated
Bowater Finance Company Inc.   Bowater Incorporated
Bowater South American
  Holdings                      Bowater Incorporated
Lake Superior Forest
  Products, Inc.                Bowater America, Inc.
Bowater Canada Finance Corp.   Bowater Incorporated
Bowater Canadian
  Holdings, Inc.                Bowater Incorporated
AbitibiBowater Canada Inc.     Bowater Canadian Holdings, Inc.
Bowater Maritimes, Inc.        Bowater Canadian Forest Products
Bowater LaHave Corp.           Bowater Canadian Forest Products
Bowater Nuway Inc.             Bowater Incorporated
Bowater Nuway Mid-States Inc.  Bowater Nuway, Inc.
Bowater Ventures Inc.          Bowater Incorporated
Bowater Finance II             AbitibiBowater Inc.
Abitibi-Consolidated
  Sales Corp.                   Donohue Corp.
Abitibi-Consolidated Corp.     Donohue Corp.
Bowater Alabama LLC            Bowater Newsprint South LLC
Bowater America, Inc.          Bowater Incorporated
Bowater Canadian Forest
  Products, Inc.                AbitibiBowater Canada, Inc.

Abitibi-Consolidated Company of Canada asserts 99% of the stock
ownership, while Abitibi-Consolidated Nova Scotia has 1% stock
ownership, in Abitibi-Consolidated Finance LP.  Bowater Alabama
LLC and Bowater Newsprint South Operations LLC each hold 50% of
the stocks of Bowater Finance II LLC.  Similarly, Alabama River
Newsprint Co.'s stocks are 1% owned by Abitibi-Consolidated Sales
Corp., and 99& by Abitibi-Consolidated Alabama Corp.

These individuals terminated their relationship with the
Remaining Debtors, as applicable:

  * Allen Dea
  * Breen Blaine
  * John McKee
  * Andrew E. Taylor
  * Robert Kanee
  * Colin R. Wolfe
  * C. Randolph Ellington
  * William McCormick
  * Claude St-Laurent
  * Duane R. Wolfe
  * Vincent Maranda
  * Darryl Wharton

Abitibi-Consolidated Sales Corp. and Bowater Canadian Forest
Products, Inc., contributed to various pension plans and
retirement plans for hourly paid and salaried employees.

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates
27 pulp and paper facilities and 34 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.  Marketing its products in more than 90 countries, the
Company is also among the world's largest recyclers of old
newspapers and magazines, and has more third-party certified
sustainable forest land than any other company in the world.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ADVENTRX PHARMACEUTICALS: Closes Sale of 5% Series C Preferreds
---------------------------------------------------------------
ADVENTRX Pharmaceuticals, Inc., has completed the sale of shares
of its 5% Series C convertible preferred stock pursuant to a
registered direct offering to a single institutional investor,
representing gross proceeds of approximately $900,000.  ADVENTRX
said 12-1/2%, or $115,250, of the gross proceeds will be placed in
an escrow account, which amounts will be released to make the
dividend and other payments.

The preferred stock is convertible into shares of ADVENTRX's
common stock at the option of the investor at a price of $0.13 per
share and will accrue a 5% cumulative dividend until February 10,
2012.  If the convertible preferred stock is converted at any time
prior to February 10, 2012, ADVENTRX will pay the holder an amount
equal to the total dividend that would accrue on the convertible
preferred stock from the conversion date through February 10,
2012, or $125 per $1,000 of stated value of notes converted, less
any dividend payments made with respect to the converted
convertible preferred stock.

ADVENTRX plans to use the net proceeds from the offering to fund
activities necessary to advance ANX-530 (vinorelbine emulsion)
toward commercialization in the U.S. and to continue development
of ANX-514 (docetaxel emulsion), and for general corporate
purposes.

The shares were sold by ADVENTRX pursuant to an effective shelf
registration statement filed with the Securities and Exchange
Commission.  A prospectus supplement relating to the offering was
filed with the SEC on August 5, 2009. Rodman & Renshaw, LLC, a
wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc.
(NasdaqGM: RODM), acted as the exclusive placement agent for the
transaction.

As reported by the Troubled Company Reporter on August 4, 2009,
ADVENTRX was notified by staff of the NYSE Amex that its
compliance plan has been accepted.

On June 1, 2009, ADVENTRX was notified by the NYSE Amex staff that
it was not in compliance with the NYSE Amex's continued listing
standards as set forth in Part 10 of the NYSE Amex's Company
Guide.  In order to maintain its listing, the NYSE Amex required
ADVENTRX to submit a plan by July 1, 2009, addressing how it
intends to regain compliance by December 1, 2010, which the
Company submitted timely.

On July 31, 2009, the NYSE Amex staff notified ADVENTRX that it
has determined that the Plan makes a reasonable demonstration of
ADVENTRX's ability to regain compliance with the NYSE Amex's
continued listing standards and has determined to grant an
extension until December 1, 2010, for ADVENTRX to regain
compliance with the NYSE Amex's continued listing standards.

During the Extension Period, ADVENTRX will be subject to periodic
review to determine whether it is making progress consistent with
the Plan.  If ADVENTRX does not show progress consistent with the
Plan, the NYSE Amex staff will review the circumstances and may
immediately commence delisting proceedings.

On June 1, 2009, the NYSE Amex staff indicated that the Company is
not in compliance with Section 1003(a)(ii) of the NYSE Amex
Company Guide with stockholders' equity of less than $4,000,000
and losses from continuing operations and net losses in three of
its four most recent fiscal years and Section 1003(a)(iii) of the
NYSE Amex Company Guide with stockholders' equity of less than
$6,000,000 and losses from continuing operations and net losses in
its five most recent fiscal years.

                  About ADVENTRX Pharmaceuticals

ADVENTRX Pharmaceuticals, Inc. (NYSE Amex: ANX) --
http://www.adventrx.com/-- is a biopharmaceutical company whose
product candidates are designed to improve the safety of existing
cancer treatments.


AMBAC ASSURANCE: S&P Changes Outlook on 'CC' Rating to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on its counterparty credit rating on Ambac Assurance Corp
to negative from developing.  The outlook on the financial
strength rating remains developing.  Standard & Poor's also said
that it affirmed its 'CC' counterparty credit, financial strength,
and financial enhancement ratings on Ambac.

In addition, Standard & Poor's affirmed its 'CC' counterparty
credit rating on Ambac Financial Group Inc. (Ambac Financial).
The outlook on Ambac Financial remains negative.

"Ambac has received regulatory approval to release contingency
reserves to bolster surplus," noted Standard & Poor's credit
analyst David Veno.  "However, the rating reflects its view that
there could be additional commutations, which S&P will view as
distressed exchanges."  Once a distressed exchange has occurred,
S&P will lower the counterparty credit rating on Ambac to 'SD'.
Following the commutation, S&P will also complete a forward-
looking review that takes into account whatever benefits the
company realized from it as well as any other interim
developments, and S&P will adjust the ratings as warranted.

The rating also reflects its view that further deterioration in
Ambac's insured portfolio of nonprime residential mortgage-backed
securities and related CDO of ABS exposure would require the
company to strengthen reserves to account for higher projected
claims.  The additional reserves will hurt operating results,
which S&P believes could cause surplus to decline to below
regulator-required minimums.

"The negative outlook on the Ambac counterparty credit rating
reflects the possibility that S&P could lower the rating to 'SD'
upon the completion of additional commutations," Mr. Veno added.
"The outlook on the Ambac financial strength rating is developing
because S&P could raise the rating upon the completion of
additional commutations that strengthen Ambac's financial
position."

The negative outlook on Ambac Financial reflects the company's
dependence on dividends from Ambac to pay its debt.  S&P could
lower the rating if Ambac were not able to provide sufficient cash
to Ambac Financial to service this debt.


AMERICAN ACHIEVEMENT: S&P Cuts Rating to SD on Buyback at 65% Off
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Austin, Texas-based American Achievement Corp. to 'SD'
(selective default) from 'CC'.

S&P also lowered its issue-level rating on ultimate parent company
American Achievement Group Holding Corp.'s 12.75% senior PIK notes
to 'D' from 'C'.  The recovery rating on these notes remains at
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery in the event of a payment default.  These actions follow
the company's announced final results of its tender offer and
repurchase of $65.3 million, or 59.4% of the outstanding PIK
notes.

All other outstanding ratings on the company's debt remain
unchanged.  The issue-level ratings remain on CreditWatch with
positive implications, given the expectation that S&P will raise
the corporate credit rating for AAC upon the reevaluation of its
pro forma capital structure.

The rating actions follow AAC's repurchase of $65.3 million of
12.75% senior PIK notes (issued by ultimate parent company
American Achievement Group Holding Corp.) in cash for a total of
about $22.9 million.  The downgrade of the corporate credit rating
to 'SD' reflects S&P's view that the purchase, which was executed
at a price of $350 per $1,000 per principal amount of the notes,
was executed at a significant discount to par and is tantamount to
a default given the distressed financial condition of the company.
In March 2009, prior to the tender offer, S&P lowered its
corporate credit rating on AAC to 'CCC+'.  S&P said it was
concerned that the company would find it difficult to sustain its
capital structure over the intermediate term given S&P's
expectation that debt balances would accrete in excess of the
company's generation of free cash flow.

Based on the reduction of consolidated debt balances and annual
capitalized interest as a result of the completed tender, S&P
expects to raise AAC's corporate credit rating as soon as is
practical.  On June 5, 2009, S&P cited a preliminary expectation
that the corporate credit rating could possibly be raised to 'B-'
in the event that 100% of the holders of the senior PIK notes
would tender their holdings.  Given the 59.4% participation rate
in the tender offer, S&P intends to reevaluate its operating
assumptions for the company, as well as the accretion of remaining
debt balances relative to S&P's projections for free cash flow.
In addition, S&P's analysis will focus on the company's
flexibility to service and repay its debt obligations,
particularly the senior secured credit facilities, which mature in
March 2011.  In conjunction with the raising of the corporate
credit rating, S&P would also raise the issue-level ratings on the
company's debt at the operating company and intermediate company
levels, consistent with S&P's notching criteria.  S&P expects to
complete this review in the next several days.


ALPINE SECURITIZATION: DBRS Rates $67MM Liquidity Facility at 'BB'
------------------------------------------------------------------
DBRS has confirmed the rating of R-1 (high) for the Commercial
Paper (CP) issued by Alpine Securitization Corp. (Alpine), an
asset-backed commercial paper (ABCP) vehicle administered by
Credit Suisse, New York branch.  In addition, DBRS has confirmed
the ratings and revised the tranche sizes of the aggregate
liquidity facilities (the Liquidity) provided to Alpine by Credit
Suisse.

The $9,815,014,482 aggregate liquidity facilities are tranched as
follows:

  -- $9,482,666,314 rated AAA
  -- $74,453,756 rated AA
  -- $41,601,920 rated A
  -- $53,155,174 rated BBB
  -- $67,311,271 rated BB
  -- $31,872,787 rated B
  -- $63,953,260 unrated

The ratings are based on March 31, 2009 data.

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio.  The updated credit quality aspect of the CP rating is
based on both the portfolio of assets and the available program-
wide credit enhancement (PWCE).  The rationale for the CP rating
is based on the updated AAA credit quality assessment as well as
DBRS' prior and ongoing review of legal, operational and liquidity
risks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality
of Alpine's asset portfolio based on an analysis that assesses
each transaction to a term standard.  The tranching of the
Liquidity reflects the credit risk of the portfolio at each rating
level. The tranche sizes are expected to vary each month based on
changes in portfolio composition.

For Alpine, both the CP and the Liquidity ratings use DBRS'
simulation methodology, which was developed to analyze diverse
ABCP conduit portfolios.  This analysis uses the DBRS CDO Toolbox
simulation model, with adjustments to reflect the unique structure
of an ABCP conduit and its underlying assets.  DBRS determines
attachment points for risk based on an analysis of the portfolio
and models the portfolio based on key inputs such as asset
ratings, asset tenors and recovery rates.  The attachment points
determine the portion of the exposure rated AAA, AA, A through B
as well as unrated.

DBRS models the portfolio on an ongoing basis to reflect changes
in Alpine's portfolio composition and credit quality.  The rating
results are updated and posted on the DBRS website.


AMERICAS INSURANCE: AM Best Assigns 'B' Financial Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and an issuer credit rating of "bb" to Americas Insurance Company
(Americas) (New Orleans, LA).  The outlook assigned to both
ratings is stable.

Americas' positive rating factors include its low underwriting
leverage and conservative investment portfolio.  Additionally,
Americas' management has good local market knowledge, and the
current risk profile is supported by adequate reinsurance
coverage.

Americas' ratings also reflect the current capitalization at the
holding company, geographic concentration in Louisiana and its
homeowners' product offering.  As a single state writer in a
catastrophe-exposed region, earnings are exposed to frequent and
severe weather-related events.  In addition, Americas is exposed
to regulatory and competitive concerns.


ANGIOTECH PHARMACEUTICALS: Posts $11.8MM Net Loss for June 30 Qtr
-----------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., narrowed its net loss to
$11.8 million for the three months ended June 30, 2009, from a
net loss of $26.0 million for the same period a year ago.  For the
six months ended June 30, 2009, the Company booked net income of
$567,000 from a net loss of $41.8 million a year ago.

As of June 30, 2009, the Company had $382.3 million in total
assets; and $58.6 million in total current liabilities and
$620.6 million in total non-current liabilities; resulting in
$297.0 million in stockholders' deficit.  The Company had
$843.1 million in accumulated deficit as of June 30, 2009.

"We were pleased to observe continued sales growth in our
Proprietary Medical Products business during the quarter,
including continued acceleration of our important QuillTM SRS and
HemoStreamTM product lines," said Dr. William Hunter, President
and CEO of Angiotech.  "Despite the continued challenges we are
experiencing in certain parts of our Base Medical Products
business, the continued stabilization of our TAXUSR-derived
royalty revenue, the possibility that Cook's ZilverTM paclitaxel-
eluting peripheral stent may contribute additional royalty revenue
and the recent FDA approval of our OptionT Inferior Vena Cava
Filter leaves us optimistic about the second half of 2009 and
2010."

The Company's Second Quarter financial highlights:

     -- Total revenue was $64.6 million.

     -- Net product sales were $47.2 million.  Sales of
        Proprietary Medical Products were $13.5 million, or 29%
        of total product sales.  Sales of Base Medical Products
        were $33.7 million, or 71% of total product sales.

     -- Royalty revenue was $17.0 million.

     -- Adjusted EBITDA (earnings before interest, taxes,
        depreciation and amortization, adjusted to exclude certain
        non-cash and non-recurring items) was $12.6 million.

     -- Research and development expenses were $6.8 million, and
        as adjusted to exclude non-cash stock-based compensation
        expenses and other non-recurring costs were $6.1 million.

     -- Selling, general and administrative expenses were
        $21.6 million, and as adjusted to exclude non-cash stock-
        based compensation expenses, certain litigation costs,
        non-recurring financing fees and other non-recurring costs
        were $19.0 million.

     -- GAAP net loss and net loss per share for the quarter were
        ($11.9) million and ($0.14), respectively.  Adjusted net
        loss and adjusted net loss per share for the quarter were
        ($1.8) million and ($0.02), respectively.

     -- As of June 30, 2009, cash and short-term investments were
        $52.3 million and net debt was $522.7 million.

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?414d

Based in Vancouver, British Columbia, Angiotech Pharmaceuticals
Inc. (NASDAQ: ANPI, TSX: ANP)-- http://www.angiotech.com/-- is a
pharmaceutical and medical device company with over 1,500
dedicated employees.  Angiotech discovers, develops and markets
innovative treatment solutions for diseases or complications
associated with medical device implants, surgical interventions
and acute injury.


ANNIE LEIBOVITZ: Ambitious Building Renovations Caused Woes
-----------------------------------------------------------
Annie Leibovitz embarked on extensive renovations of two 19th
century buildings at 755-757 Greenwich Street, in Manhattan, which
she planned to combine into a single 9,000-square-foot live-and-
work space, according to documents filed with the New York City
Landmarks Preservation Commission, Bloomberg News reported.

According to Katya Kazakina at Bloomberg, the renovations dragged
on for years, igniting opposition by the Greenwich Village Society
for Historic Preservation and a $15 million lawsuit against
Leibovitz by her next-door neighbor.  In September 2003, Leibovitz
settled the suit by buying the neighbor's building for
$1.87 million.

These three properties, according to Bloomberg, contributed to the
"dire financial condition" that led her to seek a $24 million loan
from Art Capital Group Inc.

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

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

According to an August 5 report by Bloomberg News, Thomas Kline,
Esq., a partner at Andrews Kurth, which specializes in art law and
litigation, said that filing for bankruptcy rather than
challenging the lawsuit, may be better legal strategy for Ms.
Leibovitz.

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

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


ASARCO LLC: Objects to Globeville Civic's $7 Million Claim
----------------------------------------------------------
ASARCO LLC asks the Court to deny in its entirety Claim No. 19195
asserted by Globeville Civic Association for $7,000,000.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth
& Holzer, P.C., in Corpus Christi, Texas, contends that Claim No.
1915 should be denied because:

  -- it was filed after the Claims Bar Date;

  -- it is a claim under the Comprehensive Environmental
     Response, Compensation, and Liability Act, and CERCLA has
     no private right of action;

  -- it is barred by limitations;

  -- the Claimant has no legal standing to pursue this type of
     claim for homeowners;

  -- no facts are provided that show the Claimant itself was
     damaged; and

  -- the Claim itself recites facts that show there were no
     damages.

Mr. Holzer further asserts that there is no legal basis for the
Claimant to recover damages from ASARCO for money paid by someone
else.

The Court will commence a hearing on September 15, 2009, to
consider the request.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Parent Appeals SCC Judgment Bidders' Reimbursements
---------------------------------------------------------------
ASARCO LLC filed with Court on August 4, 2009, a sealed expense
reimbursement document.

To recall, ASARCO sought and obtained the Bankruptcy Court's
approval for the reimbursement of expenses incurred by certain
bidders in connection with the potential auction and sale of all
or a portion of the judgment entered on April 15, 2009, by the
U.S. District Court for the Southern District of Texas,
Brownsville Division, in favor of ASARCO LLC, in the litigation
against Americas Mining Corporation relating to shares of Southern
Peru Copper Company, now known as Southern Copper Corporation.

               Parent Appeals Reimbursement Order,
               Seeks Stay of Order Pending Appeal

Americas Mining Corporation and Asarco Incorporated notify the
U.S. Bankruptcy Court for the Southern District of Texas that
they will take an appeal to the U.S. District Court for the
Southern District of Texas of Judge Schmidt's Expense
Reimbursement Order dated July 29, 2009, with respect to expenses
incurred by certain bidders in connection with the potential
auction and sale of all or a portion of the SCC Final Judgment.

The Parent also seeks to appeal the Bankruptcy Court order
allowing ASARCO LLC to file under seal exhibits related to the
Expense Reimbursement request, and all adverse orders included
within the Seal Order.

In a separate filing, the Parent has elected to have its Appeal
considered at the District Court.

On the Parent's behalf, Charles A. Beckham, Jr., Esq., at Haynes
and Boone, LLP, contends that the Reimbursement Order and related
Seal Order represent two unprecedented actions that will likely
be reversed on appeal.  To this end, he reiterates, the Parent
has filed a notice of appeal to correct the fatal legal defects
of the Orders and anticipates prevailing on appeal.

However, because of the nature of the relief granted, the
irreparable harm that the Parent will suffer in addition to the
harm to third parties and the public at large, appellate review
alone is not adequate to protect the Parent's rights, Mr. Beckham
asserts.  Accordingly, the Parent asks Judge Schmidt to stay both
Orders pending appellate review.

The Debtors have made clear their intentions to proceed with the
bid solicitation process for the SCC Final Judgment as quickly as
possible, which makes the request to stay extremely time-
sensitive and necessitate an emergency hearing, Mr. Beckham
contends.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Proposes $20 Million Indemnity Escrow Account
---------------------------------------------------------
The Bankruptcy Court previously authorized and approved ASARCO
LLC's grant of indemnification, advancement of expense, and
related rights to its current directors, officers and certain
employees.  While ASARCO LLC is not aware of any pending or
threatened claims that would trigger its obligation to defend,
advance expenses, and indemnify any Indemnified Party with respect
to the ASARCO indemnification obligations, the Debtors' bankruptcy
cases involve a complex reorganization with diverse and, at times,
conflicting interests among constituents, relates Jack L. Kinzie,
Esq., at Baker Botts L.L.P., in Dallas, Texas.

Mr. Kinzie notes that ASARCO LLC is a large company with over
2,500 employees and business relationships with thousands of
domestic and foreign trade creditors, vendors and customers.
Given the complexity of ASARCO's reorganization and its size and
operations, he asserts that it is possible that ASARCO may be
asked to honor its indemnification obligations for a substantial
period after confirmation of a Chapter 11 plan of reorganization.

The Debtors are now preparing to exit bankruptcy, which will
entail the inevitable change of control if one of the three
competing reorganization plans before the Court is confirmed and
consummated, Mr. Kinzie avers.  Regardless of which plan is
confirmed, he notes, allowed administrative claims, including
claims for indemnification, must be paid in full on the Plan
Effective Date under Section 1129(a)(9)(A) of the Bankruptcy
Code.  Thus, he tells the Court, the bankruptcy estates will need
to provide for an adequate reserve to pay administrative
indemnification claims.  The Debtors' Plan and the Harbinger Plan
expressly provide for a six-year, $20 million cash escrow account
for that purpose and stipulate that the escrow is to be created
and funded on the Plan Effective Date.

By this motion, the Debtors seek the Court's authority to
establish a six-year, $20 million cash escrow account prior to
confirmation to secure the estates' administrative
indemnification obligations to the Indemnified Parties.

ASARCO also asks the Court for an expedited hearing of its
request in advance of Plan Confirmation Hearing, and because
ASARCO needs to renew its fiduciary coverage that is set to
expire August 14.

Mr. Kinzie assures the Court that any funds remaining in the
Indemnity Escrow Account after it has served its purpose will be
distributed in accordance with the priority scheme provided under
any Chapter 11 plan that is confirmed.

"Establishing the Indemnity Escrow Account now will ensure that
the Indemnified Parties, who have labored long and hard under
exceedingly difficult, complex, and often litigious circumstances
to help ASARCO emerge from bankruptcy, will have a source of
payment for post-bankruptcy obligations no matter which of the
three reorganization plans is confirmed," Mr. Kinzie contends.

In partial resolution of a corporate governance dispute in
December 2005, the Court ordered ASARCO to obtain directors' and
officers' insurance covering risks as appropriate for a company
of ASARCO's size and circumstances as a debtor-in-possession
under Chapter 11.  The Court also directed ASARCO to establish a
cash reserve to pay any retention or deductible under the D&O
policies with the consent of the official creditor committees.

In accordance with the Court's order, ASARCO has maintained
directors' and officers' errors and omissions and fiduciary
coverage in each year since filing for bankruptcy protection and,
and in light of the upcoming change of control under any
confirmed plan, is (i) increasing its errors and omission
coverage from $25 million to $55 million and its fiduciary
coverage from $10 million to $20 million, and (ii) exercising its
option under the policies to purchase six-year, run-off coverage.
Mr. Kinzie tells Judge Schmidt that ASARCO is negotiating with
various carriers, but expects the approximate total cost for the
errors and omissions coverage to be $955,000 and for the
fiduciary coverage to be $350,000.

Over the current renewal rates, the amount represents an
incremental increase of approximately $310,000 for the additional
$30 million of errors and omissions coverage and approximately
$160,000 for the additional $10 million of fiduciary coverage,
including the six-year runoff coverage for both.

As for the Court-approved cash reserve to pay any retention or
deductible under applicable policies, ASARCO proposes to satisfy
the obligation by providing in the terms of the Indemnity Escrow
Agreement that the $20 million to be held may also be used to
fund any retainage or deductible under the applicable insurance
policies.

The establishment of a cash escrow and the procurement of
appropriate insurance to protect the estate and general unsecured
creditors if the administrative indemnification obligations are
triggered in the future is a prudent exercise of ASARCO's
business judgment that is within the ordinary course of ASARCO's
business; is fair and equitable to ASARCO's directors, officers,
and employees; and is subsumed by the Court's prior authorization
under the December 15, 2005 corporate governance stipulation and
order, Mr. Kinzie contends.  Nevertheless, out of an abundance of
caution and to provide the plan sponsors and all parties-in-
interest notice of its proposed actions, ASARCO is seeking the
Court's approval of the action.

ASARCO filed exhibit lists in support of its request.

                         *     *     *

Judge Schmidt grants ASARCO LLC's request in part.  The Court
approves the form of Indemnity Escrow Agreement, and authorizes
ASARCO to make non-material changes to the form as is
appropriate.

The Court also rules that no Plan Sponsor may, after the
Effective Date, reduce the amount of errors and omission
insurance or the fiduciary coverage below the new coverage
amounts.  ASARCO is authorized and directed to immediately
procure the appropriate errors and omission and fiduciary
insurance in the new coverage amounts set forth in the request.

ASARCO's request for authority to fund the Indemnity Escrow
Account with $20 million is continued and reset for further
hearing on August 10, 2009.

                        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).

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: Wants Lease Decision Deadline Moved to Dec. 31
----------------------------------------------------------
ASARCO LLC and its affiliates ask the Bankruptcy Court to extend
the time by which they must assume or reject certain unexpired
leases of non-residential real property through December 31, 2009.

Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that the vast majority of the Leases relate to Mission
Mine that ASARCO LLC operates on lands leased from the San Xavier
District of the Tohono O'odham Nation and certain individual
members of the Tohono O'odham Nation, who hold trust patent
allotments of the lands.  ASARCO LLC operates the mine on the
lands pursuant and subject to federal regulations imposed by the
U.S. Department of the Interior Bureau of Land Management and
Bureau of Indian Affairs.

Ms. Ross reminds the Court that the Indian Leases contain
provisions imposing on ASARCO LLC an obligation to conduct post-
mining reclamation.  The nature and scope of the reclamation
obligation was the subject of significant disagreement among the
parties, which the Debtors, the District, the BLM and the BIA
resolved in a comprehensive settlement that the Court approved on
April 9, 2008.  Accordingly, she notes, the most significant of
ASARCO LLC's real property Leases have been assumed in accordance
with the Mission Mine Settlement.

Before the Court are three competing Chapter 11 plans of
reorganization for the Debtors.  Ms. Ross avers each Plan
addresses unexpired leases and thus, extension of the Debtors'
Lease Decision Deadline through December 2009 will give ASARCO
LLC and the two other Plan Sponsors the additional time needed to
evaluate the Leases in anticipation of confirmation and
consummation of a Chapter 11 Plan.

The Debtors assure Judge Schmidt that they are current on all of
their postpetition obligations under the Leases, and will remain
so until the Leases are assumed or rejected.

The Debtors also sought and obtained a Court order for an
expedited hearing on their request to allow additional time for
ASARCO LLC to evaluate certain Leases before the Confirmation
Hearing.  Accordingly, Judge Schmidt will commence a hearing on
August 7, 2009, to consider the extension.

                         *     *     *

Accordingly, Judge Schmidt issued a bridge order with respect to
the Debtors' extension request.  The Debtors' lease disposition
period expired August 1.  Judge Schmidt extended the time within
which the Debtors may assume or reject the Leases from August 1
until the Court enters an order resolving the extension request.

                        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)


BALLY TOTAL: Assumes Credit Card Pact With Merchant Services
------------------------------------------------------------
Bally Total Fitness Holding Corp. and its affiliates obtained the
consent of the Bankruptcy Court to assume an amended credit card
agreement with Merchant Services, Inc., as successor-in-interest
to First USA Merchant Services, Inc., originally dated March 1,
1996.

Under the Merchant Agreement, Paymentech provides the Debtors with
necessary services related to the processing of credit card
transactions, consisting of all transactions involving credit
cards, charge cards, check cards, travel cards, and any related
cards that could be used for electronic payment.

The Merchant Agreement primarily concerns the processing of VISA
and Mastercard transactions by Paymentech.  The Debtors' clubs
also accept payment by Discover Card and American Express.  In
addition, Paymentech handles the logistics surrounding Discover
Card and American Express transactions and charges a fee.

Pursuant to the Merchant Agreement, Paymentech is compensated at
varying rates and formulas for VISA and Mastercard transactions
based on the services provided to the Debtors.  It further sets
forth the procedures for transmittal of information and settlement
of accounts with Bally after each transaction.  In this regard,
Paymentech holds approximately $12 million in reserve to ensure
reimbursement after processing credit card transactions.

In March 2009, Paymentech filed Claim No. 1686 against Bally for
$29,220,635 of which (i) $11,648,572 was secured, and (ii)
$17,572,063 was unsecured.

In July 2009, the Debtors and Paymentech entered into the Amended
Merchant Agreement that provides for these terms:

  (a) Paymentech will process electronic check payments and PIN
      based debit transactions for the Debtors, which were
      previously processed by JPMorgan Chase.

  (b) The Debtors' current reserve requirement for the
      processing of the Transactions will be reduced by more
      than $3.5 million after the services are consolidated with
      one processor.

  (c) Approximately $673,000 as of July 1, 2009, will be paid by
      the Debtors to Paymentech to cure all defaults under the
      Agreement, as required by Section 365(b) of the Bankruptcy
      Code.  To satisfy the Cure Amount, Paymentech will draw
      down on the Reserve.

  (d) Within 10 days of assumption of the Agreement, as
      modified by the Amendment, Paymentech will withdraw its
      Claim.

According to Bradley O'Neill, Esq., at Kramer Levin Naftalis &
Frankel LLP, the Debtors' ability to accept credit cards as a form
of payment is essential to their survival both during and after
the Chapter 11 cases because a substantial amount of payments
received from customers come in the form of credit card payments.

Accordingly, the Debtors seek to assume the Agreement to ensure
that Paymentech continues to provide its critical services to the
Debtors.

Assumption of the Amended Agreement will allow the Debtors to
realize efficiencies in the areas of reporting, file transmission,
deposits and relationship management by consolidating electronic
payment processing for both credit cards and checks through one
processor, Mr. O'Neill told the Court.

Mr. O'Neill added that the assumption of the Amended Agreement is
a more attractive alternative for the Debtors than the rejection
of the Agreement, or the subsequent renegotiation of a new credit
card agreement.  While Paymentech is not the sole provider of
credit card services, identifying a replacement supplier would be
particularly challenging in today's marketplace, he noted.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: HSBC Bank Files Suit to Pursue Distribution for Notes
------------------------------------------------------------------
HSBC Bank USA, National Association contends that holders of Bally
Total Fitness Holdings Corporation's 15-5/8/ 14% Senior
Subordinated Toggle Notes due 2013 are entitled to receive and
retain their pro rata distribution of the Unsecured Claims
Distribution under the Amended Joint Plan of Reorganization.

HSBC Bank is the indenture trustee under an Indenture dated as of
October 1, 2007, pursuant to which Bally issued the 15-5/8/ 14%
Notes in the principal amount of $200,000,000.  Bally also issued
13% Notes due 2011 in the principal amount of $247,337,500 on
October 1, 2007.

The 15-5/8/14% Notes are subordinate to Senior Indebtedness to the
limited extent set forth in the Indenture.  The Indenture also
unambiguously exempts the holders of the 15-5/8/ 14% Notes from
any obligation to pay over their portion of a distribution
consisting of Permitted Junior Securities to the 13% Notes under
the Plan, Stephanie Wickouski, Esq., at Drinker Biddle & Reath
LLP, in New York, tells the Court.

Therefore, the holders of the 15-5/8/ 14% Notes are entitled to
retain their Pro Rata distribution of the Unsecured Claims
Distribution, which consists solely of stock and warrants, that
are expressly and clearly outside the scope of the Subordination
Provisions of the Indenture, Ms. Wickouski says.

Ms. Wickouski maintains that if HSBC Bank had not filed the
Adversary Action, the Debtors would pay the Class 10 distribution
to the holders of Allowed Senior Note Claims pursuant to the terms
of the Plan and in contravention of the Indenture.

Thus, until the Subordination Dispute commenced in the Adversary
Action is resolved by the Court, the Debtors have created an
actual controversy within the meaning of Section 2201(a) of the
Judiciary and Judicial Procedures Code, Ms. Wickouski adds.

Against this backdrop, HSBC Bank seeks a judgment from the Court
against the Debtors:

  (1) declaring that the 15-5/8/ 14% Noteholders are entitled to
      receive and retain their Pro Rata distribution of the
      Unsecured Claims Distribution under the Plan;

  (2) declaring in any event, that HSBC is entitled to exercise
      its charging lien against the Class 10 Distribution, to
      the extent necessary for payment of its fees and expenses
      in full; and

  (3) in the alternative, declaring that if the Class 10
      Distribution is held to be subject to the subordination
      provisions of the Indenture, then the Class 10
      distribution be distributed to holders of all Senior
      Indebtedness, pursuant to the terms of the Indenture.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Rejects Laurelhurst Concession Contract
----------------------------------------------------
At the request of Bally Total Fitness Holding Corp. and its
affiliates, Judge Burton Lifland authorized the rejection of
a master concession agreement dated January 1, 2001, that the
Debtors entered into with Laurelhurst Physical Therapy Clinic LLC.

Pursuant to the Executory Contract, Laurelhurst operated a
physical therapy concession at the Debtors' fitness club
located at 8785 SW Beaverton Hillsdale Highway in Raleigh Hills,
Oregon.  The Sports Center Location has been previously rejected
by the Debtors.

The Debtors are ceasing operations at the Sport Center Location
and will be surrendering the premises to the landlord.  Without
the Sport Center Location, the Master Concession Agreement
provides no value to the Debtors' estates, Stephen D. Zide, Esq.,
at Kramer Levin Naftalis & Frankel LLP, in New York, told the
Court.

The Debtors have also determined that the Agreement does not have
any market value that could be captured by the Debtors' estates.
Absent a timely rejection the Agreement, the Debtors may incur
needless postpetition expenses under it, Mr. Zide said.

Parties asserting damages with respect to the rejection of the
Agreement must file a proof of claim on or before August 22, 2009,
the Court ruled.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Returns Lease Deposit to BTF Greenwood
---------------------------------------------------
In August 1999, BTF Greenwood Corporation deposited $500,000 with
BTFF Corporation, one of Bally Total Fitness Holding Corp.'s
units, which amount was required in connection with financing the
premises subject to a lease agreement between the parties, dated
April 20, 1988.

BTF Greenwood has received payments reflecting interest on the
Landlord Deposit from BTFF from time to time, and seeks the return
of the Landlord Deposit.

In connection with its demand for a return of the Landlord
Deposit, BTF Greenwood asserted, and the Debtors have not
disputed, that the Landlord Deposit is not property of any
Debtors' estates pursuant to Section 541 of the Bankruptcy Code.

Accordingly, the parties have agreed to the return of the Landlord
Deposit in accordance with these terms:

  (a) BTFF will pay BTF Greenwood a settlement payment of
      $504,719 through check.

  (b) Upon receipt of BTFF's Settlement Payment, BTF Greenwood
      will withdraw its Claim No. 1190 against BTFF.

The Agreement will become effective upon its deemed approval
pursuant by the Court.

                     About Bally Total Fitness

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

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

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

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

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

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


BANK OF AMERICA: District Judge Won't OK Settlement With SEC
------------------------------------------------------------
Thom Weidlich at Bloomberg News reports that U.S. District Judge
Jed Rakoff refused to approve Bank of America Corp.'s $33 million
settlement of a lawsuit over bonuses tied to its January
acquisition of Merrill Lynch & Co., saying the amount isn't
appropriate if the bank lied about billions in payments.  Judge
Rakoff said he needs more information on the accord between the
bank and the U.S. Securities and Exchange Commission, which
filed the suit.  If the SEC is correct that Bank of America lied
about whether to pay the bonuses, then the proposed settlement
isn't "remotely reasonable," Judge Rakoff said.  Judge Rakoff
asked for further filings by Aug. 24 and said he wouldn't be able
to approve the settlement before Sept. 9.

On August 3, Bank of America said it agreed to pay the SEC a
penalty of $33 million on charges of misleading investors about
billions of dollars in bonuses that were being paid to Merrill
Lynch & Co. executives at the time of its acquisition of the firm.

The SEC, according to a complaint filed together with the
settlement, alleges that in proxy materials soliciting the votes
of shareholders on the proposed acquisition of Merrill, Bank of
America stated that Merrill had agreed that it would not pay year-
end performance bonuses or other discretionary compensation to its
executives prior to the closing of the merger without Bank of
America's consent.  In fact, Bank of America had already
contractually authorized Merrill to pay up to $5.8 billion in
discretionary bonuses to Merrill executives for 2008.  According
to the SEC's complaint, the disclosures in the proxy statement
were rendered materially false and misleading by the existence of
the prior undisclosed agreement allowing Merrill to pay billions
of dollars in bonuses for 2008.

"Companies must give shareholders all material information about
corporate transactions they are asked to approve," said Robert
Khuzami, Director of the SEC's Division of Enforcement.  "Failing
to disclose that a struggling company will pay out billions of
dollars in performance bonuses obviously violates that duty and
warrants the significant financial penalty imposed by [the]
settlement."

David Rosenfeld, Associate Director of the SEC's New York Regional
Office, said, "As Merrill was on the brink of bankruptcy and
posting record losses, Bank of America agreed to allow Merrill to
pay its executives billions of dollars in bonuses.  Shareholders
were not told about this agreement at the time they voted on the
merger."

The SEC's complaint, filed in the U.S. District Court for the
Southern District of New York, alleges that Bank of America
represented in the merger agreement that Merrill had agreed not to
pay any bonuses to its executives before the merger closed, except
as set forth in a schedule.  Unbeknownst to shareholders, the
schedule was already in place weeks before the proxy statement was
filed with the SEC and disseminated to shareholders.  Under the
schedule, Bank of America had agreed that Merrill could pay up to
$5.8 billion, or nearly 12 percent of the $50 billion merger
consideration, in discretionary bonuses to its executives.  The
merger agreement was included as an appendix and summarized in the
joint proxy statement that was distributed to all 283,000
shareholders of both companies.  But Bank of America's agreement
to allow Merrill to pay these discretionary bonuses was in a
separate document that was omitted from the proxy statement and
whose contents were never disclosed before the shareholders' vote
on the merger.

In settling the SEC's charges without admitting or denying the
allegations, Bank of America consented to the entry of a judgment
that permanently enjoins Bank of America from violating the proxy
solicitation rules -- Section 14(a) of the Exchange Act of 1934
and Rule 14a-9 -- and orders Bank of America to pay the financial
penalty. The settlement is subject to court approval.

                       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.


BANKUNITED FINANCIAL: Panel Can Retain KT&T as Local Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted the official committee of unsecured creditors of
BankUnited Financial Corporation, et al., permission to retain
Kozyak Tropin & Throckmorton, P.A., as its local counsel,
effective as of June 9, 2009.

As the Committee's local counsel, KT&T has agreed, inter alia, to:

  a. render legal advice regarding the Committee's organization,
     duties and powers in the Debtors' cases;

  b. assist the Committee in its investigation of the acts,
     conduct, assets, liabilities, and financial condition of the
     Debtors, the operation of the Debtors' businesses and the
     desirability of continuing the same, the potential sale of
     the Debtors' assets, and any other matter relevant to the
     cases or the formulation and analysis of any plan of
     reorganization or plan of liquidation; and

  c. attend meetings of the Committee and meetings with the
     Debtors, their attorneys, and other professionals, as
     requested by the Committee.

The Committee did not provide details pertaining to KT&T's normal
hourly rates.

BankUnited Financial Corporation -- http://www.bankunited.com/--
was the holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida.  On May 21,
2009, BankUnited FSB was closed by regulators and the Federal
Deposit Insurance Corporation facilitated a sale of the bank to a
management team headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank, and a group of
investors led by W.L. Ross & Co.  BankUnited, FSB, had assets of
$12.8 billion and deposits of $8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  The U.S. Trustee for Region 21 appointed
three creditors to serve on an official committee of unsecured
creditors.  Corali Lopez-Castro, Esq., David Samole, Esq., at
Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at
Kilpatrick Stockton LLP, serve as the Committee's counsel.

The Debtors' financial condition as of March 31, 2009, showed
total assets of $37,729,520 and total debts of $559,740,185.  The
Debtors have $237,261,000 trust preferred securities, $120,000,000
convertible subordinated senior notes, $12,500,000 junior
subordinated debentures, and $184,000,000 convertible subordinated
senior HiMEDS.  The Debtors listed 1,226,853 noncumulative
convertible preferred stock, Series B; and $35,507,988 Class A and
719,947 Class B shares of common stock.


BANKUNITED FINANCIAL: Asks for August 21 Extension for Schedules
----------------------------------------------------------------
BankUnited Financial Corporation and its affiliated debtors ask
the U.S. Bankruptcy Court for the Southern District of Florida for
a second extension of the deadline to file their bankruptcy
schedules, statements of financial affairs, and payroll and tax
reports, through and including August 21, 2009.

The Debtors tell the Court that they are still in the process of
obtaining and reviewing further information necessary to prepare
the schedules, statements of financial affairs and payroll and tax
reports.

BankUnited Financial Corporation -- http://www.bankunited.com/--
was the holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida.  On May 21,
2009, BankUnited FSB was closed by regulators and the Federal
Deposit Insurance Corporation facilitated a sale of the bank to a
management team headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank, and a group of
investors led by W.L. Ross & Co.  BankUnited, FSB, had assets of
$12.8 billion and deposits of $8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  The U.S. Trustee for Region 21 appointed
three creditors to serve on an official committee of unsecured
creditors.  Corali Lopez-Castro, Esq., David Samole, Esq., at
Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at
Kilpatrick Stockton LLP, serve as the Committee's counsel.

The Debtors' financial condition as of March 31, 2009, showed
total assets of $37,729,520 and total debts of $559,740,185.  The
Debtors have $237,261,000 trust preferred securities, $120,000,000
convertible subordinated senior notes, $12,500,000 junior
subordinated debentures, and $184,000,000 convertible subordinated
senior HiMEDS.  The Debtors listed 1,226,853 noncumulative
convertible preferred stock, Series B; and $35,507,988 Class A and
719,947 Class B shares of common stock.


BASHAS' INC: Creditors Panel Retains Pepper Hamilton, Mesirow
-------------------------------------------------------------
According to NetDockets, the Official Committee of Unsecured
Creditors appointed in Bashas' Inc. and its affiliates' bankruptcy
cases is seeking court permission to retain legal and financial
professionals to assist the panel prosecute its constituencies'
interest in the bankruptcy case.

The United States Trustee appointed these members to the Unsecured
Creditors Committee in July 2009:

     -- Pension Benefit Guaranty Corp.;
     -- Coca-Cola Enterprises, Inc.;
     -- PepsiCo Inc.;
     -- Cardinal Health 411, Inc.;
     -- Shamrock Foods Company;
     -- Kalil Bottling Company;
     -- Kraft Foods;
     -- Hickman's Egg Ranch, Inc.; and
     -- Cold Mountain Mechanical, Inc.

The Committee is seeking to retain:

     -- Pepper Hamilton LLP and Osborn Maledon, P.A. as legal
        Counsel; and

     -- Mesirow Financial Consulting LLC as its financial
        advisors.

According to the Committee's application, NetDockets relates,
Pepper Hamilton is uniquely qualified to represent the Committee
in the cases because the firm has represented unsecured creditors
committees in 29 cases in the "grocery store, supermarket chain
and food processing industries, in addition to several cases in
the drugstore industry."

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BOSCOV'S INC: Gets $43.7 Million Loan from Housing Agency
---------------------------------------------------------
The Boscov's department store chain has received a $43.7 million
loan from the U.S. Department of Housing and Urban Development
that will be used to buy the company out of bankruptcy, according
to American Bankruptcy Institute.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Case No. 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $318.9 million against debt totaling
$412.8 million.  Secured creditors are owed $196.2 million.

On November 21, 2008, Judge Kevin Gross approved the sale of the
Debtors' assets to a family group led by former company chairman
Albert Boscov and former company executive Edwin Lakin.  The deal,
valued at $300 million, was completed in December.  Following the
sale Boscov's Inc., and Boscov's Department Store, LLC, revised
their corporate names to BSCV, Inc., and BSCV Department Store,
LLC.


BOWNE & CO: S&P Changes Outlook to Positive, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York City-based Bowne & Co. to positive from negative.
Ratings on the company, including the 'B' corporate credit rating,
were affirmed.

The outlook revision follows the announced pricing of the
company's common stock offering of 10.5 million shares at $5.96
per share.  The proceeds from the offering will be used to repay
the company's term loans in their entirety, with the remaining
proceeds to be used to repay outstanding obligations under its
revolving credit facility.

"The positive outlook reflects the improvement in the company's
financial profile attributable to the reduction in the company's
debt leverage and the elimination of required quarterly
amortization payments on its term debt, given the repayment in
full of these obligations," said Standard & Poor's credit analyst
Michael Listner.

Also, despite its belief that difficult operating conditions will
continue to affect Bowne's major business segments, S&P expects
that the company will generate sufficient free cash flow in the
second half of 2009 to provide the flexibility for additional
repayment on its revolver.  As a result, S&P expects that debt to
EBITDA (fully adjusted for operating leases, pensions, and
postretirement obligations) could decline to about 4x by the end
of 2009.

The 'B' corporate credit rating reflects Bowne's concentration in
the competitive financial print business and its exposure to the
volatility related to transaction-based financial printing
volumes.  Given the company's operating performance, credit
measures have deteriorated rapidly over the past year, resulting
in total debt to EBITDA (adjusted for operating leases and
pension and post-retirement obligations) of 7.7x for the 12 months
ended June 30, 2009, versus 3.3x in the comparable prior-year
period.  Pro forma for the equity issuance and repayment of debt,
this measure improves to about 6.1x.  This measure, when
calculated on a trailing basis, is significantly influenced by
EBITDA losses of $9.5 million in the second half of 2008.  Based
on its expectation for 2009 EBITDA to be about $40 million,
leverage would end the year at about 4x.


CANNERY CASINO: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Las Vegas-based Cannery Casino Resorts
LLC and removed them from CreditWatch, where they had been placed
with negative implications on March 13, 2009.  S&P lowered the
corporate credit rating to 'B' from 'B+'.  The rating outlook is
negative.

At the same time, S&P revised its recovery rating on Cannery's
first-lien credit facilities to '2', indicating its expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default, from '1'.  S&P lowered its issue-level rating on
this debt to 'B+' (one notch higher than the 'B' corporate credit
rating) from 'BB', in accordance with its notching criteria for a
'2' recovery rating.  The revised recovery rating primarily
reflects a reduction in its assumed emergence EBITDA multiple to
6.5x from 7.0x, due to widespread and persistent challenging
operating conditions in the gaming sector, and its expectation
that these conditions will impact valuations in the future.

In addition, S&P lowered the issue-level rating on the company's
second-lien credit facility to 'CCC+' (two notches below the
corporate credit rating) from 'B-'.  The recovery rating on this
debt remains at '6', indicating its expectation of negligible (0%
to 10%) recovery in the event of a payment default.

"The corporate credit rating downgrade reflects weaker-than-
expected operating performance and its assessment that credit
measures are likely to remain more in line with a 'B' rating over
the near term," said Standard & Poor's credit analyst Melissa
Long.

In 2009, S&P expects gains from the opening of the permanent
facility at The Meadows and any incremental EBITDA that followed
the opening of Eastside Cannery in August 2008 to be offset by
declines at other Las Vegas locals properties.  As a result, S&P
expects relatively flat operating performance in 2009 compared
with 2008.  Under its performance assumptions and factoring in
permitted add-backs to the company's covenant calculation, S&P
expects Cannery to remain in compliance with its total leverage
covenant in 2009, even though the covenant steps down by 0.25x in
both the third and fourth quarters of 2009.  However, S&P believes
it is unlikely that the company will be able to stay in compliance
with the total leverage covenant, as it continues to step down in
2010 and nonrecurring add-backs to covenant EBITDA roll off.

The 'B' rating reflects Cannery's highly leveraged financial
profile, the highly competitive dynamics of the Las Vegas locals
market and its expectation that challenging operating conditions
in this market will continue over the next several quarters.
Still, these factors are tempered somewhat by the cash flow
diversification provided by operating in two markets on opposite
sides of the country, and by an experienced management team with a
proven track record within the gaming industry.  While S&P is
concerned about a potential covenant violation in 2010, S&P
believes an amendment is likely, since S&P expects the company to
continue generating adequate cash flow, and S&P believes the
operating environment will begin to improve by the second half of
next year.


CASCADE GRAIN: Votes for Proposed Plan Due September 1
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon, in Portland,
will convene a hearing on September 8 to consider confirmation of
the proposed Joint Plan of Reorganization proposed by Cascade
Grain Products LLC and its affiliates.

Under the Plan, Berggruen Holdings Ltd., co-proponent to the Plan,
will make an equity contribution of $5,500,000 to the Debtor.
Berggruen is the existing owner of the Debtor.  Berggruen, a
British Virgin Islands company, has agreed to pay $10,000,000
under a settlement with the Debtor, and has agreed to forgive
amounts owed to it.

Other salient terms of the Plan are:

   -- The Debtor's secured bank debt will be forgiven or
      contributed to the Debtor.

   -- Berggruen and prepetition lenders owed $86,680,000 for a
      term loan and $12,000,000 for a working loan, and the State
      of Oregon, owed $19,862,000, will share the equity in the
      Reorganized Debtor.  Berggruen will get 80.1% of the equity.
      The lenders will receive 19.9%, subject to dilution.

   -- Priority and administrative claims will be paid in full.

   -- Holders of general unsecured claims aggregating $5,285,560
      (less claims classified under the Convenience Class) will
      receive pro rata portions of a $400,000 fund plus the net
      proceeds of any avoidance actions.  General unsecured claims
      are expected to recover between 7% and 8% of the face amount
      of their claims.

   -- General unsecured creditors with smaller claims -- the
      Convenience Class -- will be entitled to be paid 50% of
      their claims rather than sharing in the Unsecured Account.
      Claims under this class are expected to total $110,000.

   -- The existing equity holder, Cascade Grain Holdings LLC, a
      unit of Berggruen, will take nothing on account of its
      equity interests.

The Debtor's operating facility is currently in a cold shutdown
mode, but will be restarted as soon as it is economically
feasible.  The Debtor disputes virtually all of the claims of JH
Kelly LLC Ethanol, a joint venture between JH Kelly Holdings
LLC and TIC - The Industrial Company, the company that designed
and built the Plant.  The Debtor believes Kelly's errors and
omissions in design and construction of the Plant have led to
major delays in completion of the Plant, serious deficiencies in
construction of the Plant, reduced capacity, and increased costs
of operating the Plant.  Under the Plan, the dispute with Kelly
will be resolved in some appropriate forum and, if Kelly is
successful in establishing an Allowed Claim against the Debtor's
Estate and that claim is determined to be a Secured Claim, Kelly
will have a first priority security interest in the Plant and will
be paid out with a market rate of interest over 10 years.

Kelly has recorded a construction lien in the amount of
approximately $27.8 million against Cascade.  Cascade, through its
counsel, Greenberg Traurig LLP, filed suit against Kelly in Oregon
state court, seeking the discharge or, alternatively, a reduction
in the amount of such construction lien.

The Debtor believes that the Plan is in the best interests of
Debtor and its creditors, and that creditors should vote to
approve the Plan.

Holders of claims who are impaired under the Plan are entitled to
vote to accept or reject the Plan.  Ballots are due September 1.

The Bankruptcy Court may confirm the Plan if it is approved by
creditors holding more than two-thirds in amount of the claims
voted and one-half in number of the claims voted in each impaired
class of claims under the Plan.

Class 8, the class of equity interests (with only one member, the
holder of all membership interests in Debtor) is impaired but does
not vote because it is receiving nothing under the Plan and
therefore is conclusively deemed to have rejected the Plan.
Nevertheless, the Bankruptcy Court may still confirm the Plan if
the Bankruptcy Court finds that the Plan does not unfairly
discriminate against, and accords fair and equitable treatment to,
any rejecting impaired class.  The Plan Proponents intend to
request a "cramdown" confirmation with respect to Class 8 and any
other Class that does not vote in favor of the Plan.

A copy of the disclosure statement explaining the terms of
Cascade's proposed Joint Plan of Reorganization dated July 31,
2009, is available for free at:

Cascade Grain's counsel may be reached at:

    PERKINS COIE LLP
    Douglas R. Pahl, Esq.
    Alan D. Smith, Esq.
    1120 N.W. Couch Street, Tenth Floor
    Portland, OR 97209-4128
    Telephone: 503.727.2000
    Facsimile: 503.727.2222

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CascadeGrain_DiscStatement.pdf

Cascade Grain Products LLC -- http://www.cascadegrain.com-- is a
member of a family of companies ultimately controlled by Berggruen
Holdings Ltd.  Cascade Grain Products has a 113.4 million gallon
ethanol plant in Oregon.

Cascade Grain Products filed for Chapter 11 on Jan. 28, 2009
(Bankr. D. Oregon Case No. 09-30508).  Douglas R. Pahl, Esq., at
Perkins Coie LLP, represents the Debtor.  The petition says that
assets and debts range $100 million to $500 million.


CATHOLIC CHURCH: BSNC Wants to Buy Fairbanks' Pilgrim Hot Springs
-----------------------------------------------------------------
Bering Straits Native Corporation submitted an offer for the
outright purchase of the Pilgrim Hot Springs property of the
Diocese of Fairbanks for $900,000 through a letter signed by Gail
R. Schubert.  BNSC says that the property contains 320 acres of
land with an estimated value of $200,000.

Ms. Schubert, BSNC's executive vice president & general counsel,
tells the U.S. Bankruptcy Court for the District of Alaska that
the letter is written on behalf of BNSC, the regional Alaska
Native Claims Settlement Act corporation for the Bering Straits
region, and Sitnasuak Native Corporation, the ANCSA village
corporation for the city of Nome.

"Our interest in the property is based in part on social and
cultural factors, including the importance of the area to our
shareholders and other stakeholders," Ms. Schubert says.  "We
believe Pilgrim Hot Springs can be utilized as a place of healing
and restoration, and that our shareholders and the people of the
Bering Straits region will benefit from our ownership," she adds.

"While Pilgrim Hot Springs is believed to have geothermal
potential, we have not based our decision to purchase the property
on this factor," Ms. Schubert further says.  "We note that the
amount we are offering is $2,812.50 per acre, a rate that well
exceeds comparable property sales in the region," she continues.

                    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: Fairbanks Committee Retains J.H. Cohn as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of the Catholic Bishop of Northern Alaska obtained
the Bankruptcy Court's authority to retain J.H. Cohn LLP as
financial advisors.

David H. Bundy, Esq., at David H. Bundy, P.C., in Anchorage,
Alaska, relates that the Creditors Committee deferred retention of
a financial advisor until it became necessary once the Diocese
began pursuing approval of its disclosure statement and
confirmation of its proposed plan of reorganization.  He notes
that J.H. Cohn began work at the Creditors Committee's request on
May 7, 2009, in anticipation of the imminent filing of the
Diocese's proposed plan and disclosure statement.

The Diocese proposed that it engage J.H. Cohn to:

  (a) assist and advise the Creditors Committee and its counsel
      in analyzing the Debtor's assets and liabilities, books
      and records, and financial documents, and review any
      proposed plan and disclosure statements, asset sales, any
      asset dispositions and financing arrangements;

  (b) assist and advise the Creditors Committee and its counsel
      in investigating the assets, liabilities, and financial
      condition of the Diocese, the Diocese's operations and the
      desirability of the continuance of any portion of those
      operations, and any other financial matters relevant to
      the bankruptcy case or to the formulation of a plan;

  (c) assist and advise the Creditors Committee and its counsel
      in the evaluation of claims and on any litigation matters,
      including avoidance actions; and

  (d) analyze compliance with restrictions or limitations with
      respect to funds held in accounts or allegedly held in
      trust.

J.H. Cohn will be paid based on its professionals' customary
hourly rates in effect at the time that it performs its services.
Chad J. Shandler, a partner at J.H. Cohn, will be the business
person with the primary responsibility for the work set forth in
the application.  Mr. Bundy tells Judge MacDonald that Mr.
Shandler's current hourly rate is $600 but Mr. Shandler proposes
to be paid $480 per hour in this case.

                      Diocese's Objection

The Diocese filed an objection to the retention of J.H. Cohn, on
arguing that the Committee had literally no explanation why it
requires a financial advisor at this time, why the estate should
pay the premium rates associated with a large accounting firm
based across the street from Rockefeller Center in Manhattan, New
York, what the scope of work will be, and why the firm should be
appointed, nunc pro tunc to May 7, 2009.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, relates that the Diocese and its staff has made
sacrifices to be able to emerge from bankruptcy and meet its
obligations under its Plan, including elimination of five full-
time positions and pay reduction from the Bishop to the clerks in
its offices.

Although CBNA understands that the Creditors Committee may need
some assistance from financial advisors in connection with the
Plan confirmation process, the application should be denied
because they are too expensive, they are from too far away, they
bring no special knowledge or experience germane to the case,
there is no reason for nunc pro tunc appointment, and, based on
the document request that they apparently were involved in
preparing, they intend to engage in an unbridled romp analyzing
irrelevant information about the Diocese's financial dealings over
the last 10 years, Ms. Boswell contended.

The Committee insisted that it be allowed to hire a financial
advisor, arguing that the Diocese's "hyperbolic objections" are
nothing more than a strategy to prevent it from accessing
information critical to its assessment of the Disclosure
Statement.   The Committee's counsel, Mr. Bundy, told the Court
that J.H. Cohn has the expertise to give the Creditors Committee
the needed financial advice because Mr. Shandler worked with
Pachulski Stang Ziehl & Jones LLP as financial advisor to the Tort
Litigants' Committee in the Diocese of Spokane's bankruptcy case.

                         *     *     *

The Court heard arguments of the parties at a hearing held
July 30, 2009.

Consequently, Judge MacDonald entered an order approving the
application holding that J.H. Cohn will be retained to assist the
Creditors Committee with regard to the four tasks set forth in the
application, as well as issues relating to the Diocese's
endowment, Catholic Trust of Northern Alaska, and the Monroe
Foundation, Inc.

If the Creditors Committee desires J.H. Cohn's retention on other
matters, the Creditors Committee should file a separate
application, Judge MacDonald said.

                    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: Tort Claimants' Plea to Reopen Tucson Case Denied
------------------------------------------------------------------
The Official Committee of Tort Claimants asked the U.S. Bankruptcy
Court for the District of Arizona to reopen the Diocese of
Tucson's bankruptcy case for the limited purpose of requesting for
authorization additional distributions from funds in the
Settlement Trust.

The Tort Claimants Committee, with the concurrence of the Unknown
Claims Representative and the Guardian ad litem, says it intends
to make the request pursuant to the Diocese's confirmed Plan of
Reorganization.

To recall, Judge James M. Marlar issued a final decree on
March 30, 2009, closing Tucson's bankruptcy case.

After due consideration, Judge Marlar denied the motion to reopen,
without prejudice to the Tort Claimants presenting their motion,
in accordance with Plan provisions and after giving limited notice
to the principal parties.  He maintained that the Court retained
jurisdiction for the limited purpose, among others, and therefore,
finds that it is unnecessary to formally reopen the case.

The matter requiring decision, and of importance to the Tort
Claimants, may be dealt with, without a formal order reopening the
entire case, Judge Marlar held.

                    About the Diocese of Tucson

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  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. of
Sussman Shank LLP represent the Portland Archdiocese in its
restructuring efforts.  Portland's 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.  (Catholic Church Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Tort Committee Proposes $1MM Distribution
-----------------------------------------------------------------
The Official Committee of Tort Claimants, pursuant to the Diocese
of Tucson's confirmed Third Amended and Restated Plan of
Reorganization, asks the U.S. Bankruptcy Court for the District of
Arizona to authorize the Trustee to make interim distributions of
the Settlement Trust established pursuant to the Plan.

The Tort Claimants Committee seeks authorization for the Trustee
to distribute $1,000,000 from the funds remaining in the Unknown
Claims Reserve to Tort Claimants holding Allowed Claims in Tier 1,
Tier 2, Tier 3, and Tier 4.  The Unknown Claims Representative and
the Guardian ad litem have concurred to the request, relates
Christopher Graver, Esq., at Stinson Morrison Hecker LLP, in
Phoenix, Arizona.

The Unknown Claims Reserve consists of funds that are intended to
compensate the victims of clergy sexual abuse.  The funds were
reserved from the initial distributions to Allowed Tort Claimants
under the Plan to protect the interests of hypothetical "Unknown
Tort Claimants," whose claims had not been asserted.  The amount
of the reserve was arrived at after lengthy negotiation among the
Tort Claimants Committee, the Diocese, the Court-appointed Unknown
Claims Representative, and the Court-appointed Guardian ad litem.
Since it is the nature of "unknown claims" to be unknown, the
reserve was necessarily an estimation.  About $5,000,000 was
initially set aside, but the Plan expressly contemplates the
release of some or all of those funds to the known Allowed Tort
Claimants if it appears the funds are not needed for Unknown Tort
Claimants.

Thus, the Committee, with the concurrence of the Unknown Claims
Representative and the Guardian ad litem, requests that the Court
authorize an interim distribution of $1,000,000 from the Unknown
Claims Reserve of the Settlement Trust.  As provided in the Plan,
80% of the funds will be distributed proportionally among the
injured parties, whose Allowed Tort Claims were placed in Tiers 1
through 4, and 20% will go to the Diocese for use in Special
Projects.  This will leave $2,700,000 remaining in the Unknown
Claims Reserve to provide for possible future claims.

Since the Effective Date of the Plan more than three and a half
years ago, the initial $5,000,000 has been reduced by just
$820,000 on account of new claimants.  Deducting these payments,
along with a previous Court-authorized excess distribution of
$1,000,000 to holders of existing Allowed Tort Claims, as well as
the fees and expenses of the Special Arbitrator, Committee
counsel, and the Trustee, the Unknown Claims Reserve, including
accrued interest, now stands at approximately $3,700,000.

The reserve is simply too high, and unnecessarily denies holders
of Allowed Tort Claims part of the compensation they are entitled
to, Mr. Graver tells the Court.  In light of the history of the
claims asserted and resolved since the Effective Date, and as
contemplated by the Plan itself, he notes, the Creditors Committee
seeks to place the unnecessary portion of reserved funds where
they belong -- in the hands of the injured parties.

In a supplemental request, the Tort Claimants Committee inform the
Court of the status of the only two pending Unknown Claims, Claim
Nos. 272 and 273, both of which were filed on June 5, 2009.

Mr. Graver contends that the two Claims were meritless but would
be fully reserved for.  Under the Plan, any "unknown" tort claims
that are asserted after confirmation are to be determined solely
by the Special Arbitrator, and the Court, therefore, will not be
asked on the merits of any of those claims.

On July 1, 2009, at an initial conference before the Special
Arbitrator with respect to Claim No. 272, additional information
was presented that might link the acts complained of by the
Claimant to the Diocese of Tucson, Mr. Graver avers.  He assures
the Court that the Claim is fully protected by the $2.7 million
that would remain in the Unknown Claims Reserve after the
distribution proposed in the Committee's request.

Mr. Graver further discloses that Claim No. 273 has been settled
for $5,500 and no reserve is required for it.

                   Butler and Arnold Respond

In a joint response, A. Bates Butler III, the Unknown Claims
Representative, and Charles L. Arnold, the Guardian Ad Litem, tell
the Court that they have no objection to the distribution of
$1,000,000.

However, Messrs. Butler and Arnold say that it has come to their
attention that the Proof of Claim Form utilized by the Diocese
provides: "THIS PROOF OF CLAIM FORM MUST BE RECEIVED NO LATER THAN
4:00 P.M. MOUNTAIN STANDARD TIME, FRIDAY, APRIL 15, 2005."  The
language makes it appear that an unknown claimant, who has a
timely claim may determine that its claim is time barred, they
argue.

Therefore, Messrs. Butler and Arnold ask the Court to require the
Diocese to modify the language in the Proof of Claim Form.

                    About the Diocese of Tucson

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  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. of
Sussman Shank LLP represent the Portland Archdiocese in its
restructuring efforts.  Portland's 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.  (Catholic Church Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CDX GAS: Second Lien Lenders to Own Company After Ch. 11 Exit
-------------------------------------------------------------
CDX Gas, LLC, and its affiliates filed a document containing three
separate Chapter 11 plans.

The three Chapter 11 plans are explained in detail under a "Joint
Chapter 11 Plan" and explanatory disclosure statement.  For
purposes of voting on the Joint Chapter 11 Plan and receiving
distributions under the Plan, votes will be tabulated separately
for each of the Reorganizing Debtors.  A failure to confirm any
one or more of the plans will not affect other plans confirmed by
the Bankruptcy Court.

The Debtors owe $6.8 million as of August 1, 2009 under a first
lien debt.  The Debtors owed $400 million of principal outstanding
plus an additional amount for interest under a second lien debt as
of the petition date.

                      Three Chapter 11 Plans

(i) CDX Acquisition Company, LLC

The Plan for CDX Acquisition will be a liquidating plan.  On the
effective date of the Plan, the Debtor will be dissolved by
operation of the Plan without any further action by the members,
shareholders, directors, managers or any other Person or Entity
holding any Equity Interest.  An Acquisition Wind-Up
Representative will be appointed by existing equity owners of the
Debtor to effectuate the dissolution and winding up of the
Company.  The Representative will also take possession and control
of the assets of Acquisition and making distributions under the
Acquisition Plan.

Under the Acquisition Plan, general unsecured claims will receive
no distribution on their Claims.

(ii) CDX Gas LLC

The Plan for CDX Gas' is a reorganization plan.  Holders of debt
backed by second priority liens on CDX's assets will receive 95.5%
of the membership interests of reorganized CDX Gas.  Holders of
first lien debt will receive full payment.

The initial board of directors of Reorganized CDX Gas will consist
of five directors designated by Credit Suisse, in its capacity as
administrative agent to holders of Second Lien Debt Claims.

Holders of Second Lien Debt Claims were given superpriority
administrative claims for diminution in value of their collateral.
These claimants have suffered significant diminution in value of
their collateral securing their claims in an amount not less than
$200 million, and the amount exceeds amounts recoverable under
potential avoidance actions.  In partial satisfaction, release,
settlement and discharge of the superpriority Administrative
claims, the Reorganizing Debtors will assign all avoidance actions
to the Second Lien Debt Agent who in turn, will be deemed to
simultaneously transfer the Avoidance Actions to Reorganized CDX
Gas in partial consideration of the issuance of the New CDX Gas
Membership Interests.  As a result, all the causes of action are
specifically preserved with the Reorganized CDX Gas having sole
authority to bring the causes of action.

Holders of allowed general unsecured claims will receive on the
effective date of the Plan pro rata share of distributions to be
provided by a creditors' trust.

CDX Minerals, CDX Panther and CDX Plum Creek will be merged with
and into CDX Gas with any Claims against any of the CDX Gas
Merging Entities to be considered as Claims against CDX Gas.

If the CDX Gas Plan is confirmed and becomes effective, the
Chapter 11 bankruptcy cases of affiliates CDX Tapicito, CDX BC,
CDX Sequoya, CDX Gas International, CDX Services, CDX Isolate,
Cahaba Gathering and CDX Operating will be, at the option of CDX
Gas, either (i) converted to cases under Chapter 7 of the
Bankruptcy Code or (ii) dismissed.

(iii) CD Exploration, LLC (formerly CD Exploration, Inc.)

CDX Gas currently holds an intercompany claim against CDX Canada
in the approximate amount of $31.0 million.  On the Effective
Date, CDX Gas will transfer as an equity contribution to CD
Exploration in the approximate amount of $7.3 million of the
intercompany claim and after contribution, CDX Canada and
Reorganized CD Exploration will effect offsets of all Intercompany
Claims between Reorganized CD Exploration and CDX Canada.

CDX East and CMV JV will be merged with and into CD Exploration
with any Claims against any of these merging entities to be
considered as claims against CD Exploration.

Holders of Second Lien Debt Claims will receive membership
interests in reorganized CD Exploration.  Holders of allowed
general unsecured claims will receive no distribution on their
claims.

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

    http://bankrupt.com/misc/CDX_DiscStatement.pdf
    http://bankrupt.com/misc/CDX_Plan.pdf

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.  In its
schedules, CDX listed total assets of $996,308,606 and total debts
of $831,259,526.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  Gardere Wynne Sewell LLP,
serves as conflicts counsel.  Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.  The Debtors also hired Ryder Scott
Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as
special title examination counsel; Fish & Richardson LLP as
Special Intellectual Property Counsel; Deloitte Tax LLP as Tax
Consultants; and Jefferies & Company, Inc. as valuation experts.

On January 7, 2009, the Office of the United States Trustee
informed the Court of its inability to solicit sufficient interest
from creditors to form an official committee of unsecured
creditors.


CEDAR FAIR: Moody's Assigns 'Ba3' Rating on New Term Loans
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating and LGD3 -- 34%
assessment to the new term loans issued by Cedar Fair, L.P., and
Canada's Wonderland Company in conjunction with the company's
amendment and extension of a portion of its existing guaranteed
senior secured credit facility.

The amendment extends the maturity of $900 million of Cedar Fair
and Wonderland's $1.67 billion term loans by two years to February
and August 2014.  Moody's believes the extension and Cedar Fair's
recent efforts to pay down debt improve the company's intermediate
term liquidity position by reducing the amount of obligations that
need to be refinanced in 2012.  Cedar Fair's Ba3 Corporate Family
Rating, B1 Probability of Default Rating and SGL-3 speculative-
grade liquidity rating and the ratings on the continuing credit
facility instruments are not affected.  The rating outlook remains
negative.

Assignments:

Issuer: Cedar Fair, L.P.

  -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD3 - 34%

Issuer: Canada's Wonderland Company

  -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD3 - 34%

The amendment increases the spread on the $900 million of extended
term loans to 400 basis points from 200 bp.  The approximate
$18 million of incremental cash interest expense weakens interest
coverage and, in Moody's view, will likely lead to moderately
higher revolver borrowings over the next several years as Moody's
does not expect Cedar Fair to further reduce the quarterly cash
distribution to limited partnership unit holders voluntarily.  The
aggregate revolver commitments were also lowered to $310 million
from $345 million, although Moody's believes Cedar Fair continues
to have sufficient revolver capacity to fund its highly seasonal
amusement park operations.

The negative rating outlook continues to reflect Moody's concern
that continued weakness in consumer spending into 2010 could make
it increasingly challenging for Cedar Fair to meet the step downs
in its debt-to-EBITDA covenant over the next 18 months.
Additionally, Moody's is concerned that the amend and extend
transaction along with other actions to refinance the remaining
term loans maturing in 2012 or amend covenants, if necessary,
could move interest coverage and credit metrics to levels that are
weaker than expected for the Ba3 CFR.

On July 28, 2009, Moody's changed Cedar Fair's rating outlook from
stable to negative and affirmed the company's Ba3 Corporate Family
Rating (CFR), B1 Probability of Default Rating, and SGL-3
speculative-grade liquidity rating.

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

Cedar Fair, headquartered in Sandusky, Ohio, is a publicly traded
Delaware master limited partnership formed in 1987 that owns and
operates 11 amusement parks, seven water parks (six outdoor and
one indoor) and hotels in North America.  Properties are located
in the U.S.  and Canada and include Cedar Point (OH), Knott's
Berry Farm (CA), and Canada's Wonderland (Toronto).  In June 2006,
Cedar Fair, L.P., completed the acquisition of Paramount Parks,
Inc., from a subsidiary of CBS Corporation for a purchase price of
$1.24 billion.  Cedar Fair's 2008 revenue was $996 million.


CEDAR FAIR: S&P Assigns 'BB-' Rating on $900 Mil. Senior Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Cedar Fair L.P.'s $900 million senior secured
term loan due 2014, consisting of $836 million term loan facility
due 2014 and US$64 million-equivalent Canadian-dollar term loan
facility due 2014.  S&P assigned the loan an issue-level rating of
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) with a recovery rating of '2', indicating its
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.

The $900 million term loan will extend the maturity of about 54%
of the company's $1.671 billion in existing term loans from 2012
to 2014.

All other ratings on Cedar Fair, including the 'B+' corporate
credit rating, were affirmed.  The rating outlook is negative.

Sandusky, Ohio-based Cedar Fair is the second-largest regional
amusement park company in the U.S. in terms of attendance.  Total
debt was $1.81 billion as of June 28, 2009.

"The 'B+' rating on Cedar Fair reflects high debt leverage, a
large distribution payout, and a weak near-term operating
outlook," said Standard & Poor's credit analyst Hal Diamond.  "The
partnership's competitive position and its operating track record
are modest positives that do not offset these risks."

Profitability is highly seasonal, with a significant percentage of
EBITDA earned between Memorial Day and Labor Day.  Sales declined
10.8% in the three months ended June 28, 2009, while EBITDA
declined 17.8% due to an attendance decline as a result of the
recession, fewer operating days, and unfavorable weather.  Also,
attendance declined 7% during July, and S&P expects operating
performance to remain under pressure for the remainder of the 2009
operating season, notwithstanding more operating days than in the
2008 third quarter due to the Labor Day weekend falling later in
September.

Debt to EBITDA, pro forma for the $50 million reduction in term
debt from the impending sale of surplus land in Toronto, was flat
at 5.2x for the 12 months ended June 28, 2009.  Lower EBITDA was
offset by a reduction in debt.  Pro forma EBITDA coverage of
interest expense was flat at 2.5x over the same period, as lower
market interest rates and optional debt prepayments were offset by
higher interest costs on the term loan extension.  Discretionary
cash flow was minimal in the 12 months ended June 28, 2009,
reflecting the partnership's formerly high capital spending and
distribution payout.

S&P expects discretionary cash flow to improve in full-year 2009,
notwithstanding the weak operating outlook, as the quarterly share
distribution was reduced by 48% beginning May 15, 2009.  This will
result in its estimate of conversion of EBITDA to discretionary
cash flow rising to about 20% in 2009 from 8% in 2008.
Discretionary cash flow will also benefit from Cedar Fair's plans
to lower its capital spending by roughly 26%, or $21.5 million, in
2009.  The partnership plans to use excess cash flow to accelerate
debt repayments in excess of the limited mandatory term loan
amortization.

Furthermore, the partnership is exploring selective park sales,
though the weak operating outlook and capital markets will likely
affect the timing and magnitude of these efforts.


CELL THERAPEUTICS: Amends Terms of SMI Acquisition Deal
-------------------------------------------------------
Cell Therapeutics, Inc., on August 6, 2009, entered into a Second
Amendment to Acquisition Agreement, amending a July 2007
Acquisition Agreement among the Company, Cactus Acquisition Corp.,
Saguaro Acquisition Company LLC, Systems Medicine, Inc., and Tom
Hornaday and Lon Smith, in their capacities as Stockholder
Representatives of the SMI stockholders.

Under the Acquisition Agreement, pursuant to which the Company
acquired SMI in a stock-for-stock merger, the SMI Stockholders
were granted rights to receive potential milestone payments of
$5 million and $10 million based on certain FDA milestones for
Brostallicin.  Under the First Amendment, the Company agreed
to pay the SMI Stockholders an immediate substitute payment of
$5 million in lieu of the Earn Out Payment, payable in shares of
the Company's common stock at a price of $0.13 per share, provided
that the non-accredited SMI Stockholders would instead be paid in
cash.  On January 23, 2009, the Company received an Additional
Staff Determination Letter from The NASDAQ Stock Market stating
that the staff had concluded that the Issuance did not comply with
the shareholder approval requirements set forth in NASDAQ
Marketplace Rule 4350(i)(1)(C), currently codified in NASDAQ
Listing Rule 5635(a).  NASDAQ Listing Rule 5635(a) requires
shareholder approval for shares issued in connection with an
acquisition if the issuance or potential issuance is greater than
20% of the shares outstanding prior to the transaction.  In
response to the Determination Letter, the Company entered into the
Cancellation Agreement to cancel the Issuance under the First
Amendment and reinstate the original terms of the Acquisition
Agreement.  Notwithstanding the Cancellation Agreement, the
Nonaccredited Holders were paid their pro rata shares in cash,
thereby satisfying the Company's obligation to pay such
Nonaccredited Holders their portion of the Earn Out Payment.

Under the Second Amendment, the Company and the SMI Stockholders
agreed to replace the Earn Out Payment with an immediate
substitute payment of $6 million, payable in that number of shares
of the Company's common stock, equal to $6 million divided by the
closing price of the Company's common stock on the day the Company
obtains the requisite shareholder vote.  The issuance of the
Substitute Shares is subject to certain conditions, including, but
not limited to, the Required Shareholder Approval.  If the Closing
Conditions are not satisfied, then in lieu of issuing the
Substitute Shares, the Company will pay the SMI Stockholders
(other than the Nonaccredited Holders) $5 million in cash.

A full-text copy of the Second Amendment is available at no charge
at http://researcharchives.com/t/s?4151

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.,
(Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.


CELL THERAPEUTICS: Posts $18.0 Million Net Loss for Q2 2009
-----------------------------------------------------------
Cell Therapeutics, Inc. reported a net loss of $18.0 million for
the second quarter ended June 30, 2009, compared to a net loss of
$58.0 million for the second quarter of 2008.

For the six months ended June 30, 2009, the Company booked a net
loss of $32.9 million from a net loss of $96.1 million a year ago.

The Company reported total revenues of $20,000 for the second
quarter of 2009, compared to revenues of $2.89 million for the
second quarter of 2008.  The Company recorded total revenues of
$40,000 for the first six months of 2009, compared to revenues of
$6.28 million for the first six months of 2008.

As of June 30, 2009, the Company had $43.2 million in total
assets; and $98.7 million in total liabilities; resulting in
$57.6 million in shareholders' deficit.  The Company had
$1.35 billion in accumulated deficit as of June 30, 2009.

At March 31, 2009, the Company's balance sheet showed total assets
of $42.9 million and total liabilities of $158.9 million,
resulting in a stockholders' deficit of about $116.0 million

"The second quarter of 2009 was a transforming quarter for the
Company as we reported, in a peer reviewed setting, pixantrone
phase III data at the American Society of Clinical Oncology Annual
Meeting and completed the submission of the pixantrone New Drug
Application (NDA) to the U.S. Food & Drug Administration (FDA),"
said James A. Bianco, M.D., CEO of Cell Therapeutics.  "On the
financial front, we continue to reduce and control our operating
expenses, eliminated 44.5% of our outstanding debt through
exchange offers completed in June 2009, and raised significant
capital to continue to advance pixantrone to market."

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?414f

On August 6, Cell Therapeutics provided a monthly update of
certain information relating to the Company's management and
financial situation, pursuant to a request from the Italian
securities regulatory authority, CONSOB.  A full-text copy of
the Company's monthly update is available at no charge at:

              http://researcharchives.com/t/s?4150

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.,
(Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.


CELL THERAPEUTICS: Sets Annual Shareholders' Meeting on Oct. 20
---------------------------------------------------------------
Cell Therapeutics, Inc., on August 10, 2009, sent a letter
regarding the Company's Annual Meeting of Shareholders to Italian
participating banks whose clients hold shares of the Company
through Monte Titoli.  The Company instructed the banks to forward
a copy of the letter to the banks' clients holding shares of the
Company.

The letter relates to the Annual Shareholders' Meeting of Cell
Therapeutics to be held October 20, 2009, at 10 a.m. (Seattle,
Washington time), at the Company's headquarters in Seattle,
Washington.  The purpose of the Annual Meeting is to resolve upon
these matters:

     (i) to elect three Class III directors, each to serve until
         the 2012 Annual Meeting;

    (ii) to approve an amendment to the 2007 Equity Incentive Plan
         to increase the number of shares available for issuance
         under the plan, in a reasonable amount to be determined
         by the Board of Directors;

   (iii) to approve an amendment to the 2007 Employee Stock
         Purchase Plan to increase the number of shares available
         for the issuance under the plan, in a reasonable amount
         to be determined by the Board of Directors;

    (iv) to ratify the selection of Stonefield Josephson, Inc. as
         independent auditors for the year ending December 31,
         2009;

     (v) to approve the issuance of shares of common stock as
         consideration under the Second Amendment to Acquisition
         Agreement, which amends the Acquisition Agreement with
         Systems Medicine, Inc. dated as of July 24, 2007, as
         amended by that certain First Amendment to Acquisition
         Agreement dated as of January 6, 2009;

    (vi) to approve any matter which may be required by Washington
         law or any listing Authority whose regulations apply to
         the Company's shares; and

   (vii) to transact other business as may properly come before
         the meeting and all adjournments and postponements
         thereof.

Shareholders of record at the close of business on September 14,
2009, will be entitled to vote at the Annual Meeting.

Details of the proposals will be set forth in a proxy statement
that will be made available shortly after the record date.

A full-text copy of the letter signed by James A. Bianco, M.D.,
Chief Executive Officer of Cell Therapeutics, is available at no
charge at http://researcharchives.com/t/s?4152

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.,
(Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.


CENTER CUT: Deteriorating Cash Flow Cues Moody's Junk Rating
------------------------------------------------------------
Moody's Investors Service downgraded Center Cut Hospitality,
Inc.'s Corporate Family Rating to Caa1 from B3, and its
speculative grade liquidity rating to SGL-4 from SGL-3, as the
company is approaching a potential covenant violation in the
second half of 2009 due to deteriorating operating performance.
The rating outlook remains negative.

The downgrades reflect Center Cut's deteriorating cash flow
generation and eroding margin, mainly driven by accelerating
negative same store sales trend at both its Del Frisco's and
Sullivan's steakhouse concepts due to declining guest traffic
since the second half of 2008, as both business and individual
customers continue to rationalize discretionary spending on fine
dining.  The company reported a double-digit decline in revenues
in the second quarter 2009, and its operating margin worsened
considerably, primarily due to the deleveraging effect from lower
sales (partially offset by lower food input cost).  As a result of
the lower EBITDA, there was little cushion under its financial
covenants, in particular the minimum EBITDA and the maximum
leverage covenants at the end of the second quarter.  The
downgrade of the liquidity rating to SGL-4 reflects Moody's
concern that the company will likely breach its financial covenant
and will need to seek an amendment/waiver from its lenders in the
coming quarters.  Should Center Cut secure a waiver/amendment in a
timely manner, the SGL would likely revert to SGL-3 subject to
Moody's review of the final terms.

"The white-table-cloth sub-sector in which Center Cut operates,
appears to be the most vulnerable part of the restaurant industry
in the current recession," commented Moody's analyst John Zhao.
"Most high-end steakhouse operators reported substantial decline
in same store sales recently and will likely continue to be
challenged in the medium term."

The Caa1 CFR positively incorporates Center Cut's comparatively
solid margin, adequate interest coverage and Moody's expectation
that its free cash flow would likely remain slightly-positive or
break-even partly due to the significant scaling-back of growth
capital expenditure from the 2008 level.  The negative outlook,
however, considers the persistently negative traffic trend, the
pace and magnitude of the recent decline in sales and margin, as
well as limited prospect of a strong near-term recovery in the
fine dining sector in Moody's view.  The outlook also reflects the
mounting liquidity pressure arising from the potential covenant
breach.

The rating action is:

Ratings downgraded:

* Corporate Family Rating -- to Caa1 from B3

* Probability of Default Rating -- to Caa1 from B3

* $20 million senior secured revolving credit facility -- to
  B3(LGD3, 36%) from B2(LGD3, 37%)

* $110 million senior secured term loan -- to B3(LGD3, 36%) from
  B2(LGD3, 37%)

* Speculative Grade Liquidity Rating -- to SGL-4 from SGL-3

* Rating outlook: remains negative

Moody's last rating action on Center Cut occurred on November 21,
2008 when its rating outlook was revised to negative from stable.

Center Cut hospitality, Inc., headquarter in Wichita Kansas, is an
owner and operator 27 white table cloth steakhouse and seafood
restaurants located throughout the United States under the names
Del Frisco's Double Eagle Steak House and Sullivan's Steakhouses.
For the trailing twelve months ended June 19, 2009 the company's 8
Del Frisco's locations and 19 Sullivan's generated approximately
$171 million in revenue.


CENTRUE FINANIAL: Defers Interest Payments on Trust Preferreds
--------------------------------------------------------------
In an effort to bolster its capital and liquidity positions, the
Board of Directors of Centrue Financial Corporation (NASDAQ:
TRUE), parent company of Centrue Bank, has elected to temporarily
defer interest expense payments on all $20.2 million in
outstanding junior subordinated debentures related to the
Company's trust preferred securities.  The terms of the junior
subordinated debentures and the trust documents allow the Company
to defer payments of interest for up to 20 consecutive quarterly
periods without default or penalty.  The Company will also suspend
regularly scheduled dividend payments on its common stock and
defer regularly scheduled dividend payments on the $0.5 million in
principal outstanding on Series A convertible preferred stock
(aggregate liquidation preference of $2.8 million), the
$0.3 million principal outstanding Series B mandatory redeemable
preferred stock and $29.9 million in principal outstanding Series
C fixed rate, cumulative perpetual preferred stock (aggregate
liquidation preference of $32.7 million).  By taking these
actions, the Company expects to save approximately $2.8 million in
annual cash payments.  Though it currently has sufficient capital
and liquidity to satisfy regulatory requirements, Centrue says
this action will allow further preservation of already strong
positions.

At June 30, 2009, Centrue's balance sheet showed $1.31 billion in
assets and $1.18 billion in liabilities.

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


CHEMTURA CORP: Posts $118 Million Net Loss in 2009 Second Quarter
-----------------------------------------------------------------
Chemtura Corporation filed its Quarterly Report on Form 10-Q for
the second quarter.  The Company recorded a net loss of $118
million, or $0.49 per share, for the second quarter of 2009 and a
net loss on a managed basis of $6 million, or $0.02 per share, for
the second quarter of 2009.

As of June 30, 2009, the Company had $3.10 billion in total
assets; and $631 million in total current liabilities, $975
million in total liabilities not subject to compromise, and $1.80
billion in total liabilities subject to compromise; resulting in
$319 million in stockholders' equity.

A summary of second quarter financial results on a GAAP basis:

   (In millions, except per share data)           Second Quarter
                                             2009      2008  % change
                                             ----      ----  --------
   Net sales                                 $687    $1,023    (33)%
   Operating loss                            ($75)    ($241)    69%
   Net loss attributable to Chemtura        ($118)    ($273)    57%
   Net loss per share                      ($0.49)   ($1.13)    57%
      attributable to Chemtura

A summary of second quarter financial results on a managed basis:

   (In millions, except per share data)           Second Quarter
                                             2009      2008  % change
                                             ----      ----  --------
   Net sales                                 $687    $1,023    (33)%
   Operating profit                           $30       $90    (67)%
   Net (loss) earnings                        ($6)      $45     NM
      attributable to Chemtura
   Net (loss) earnings                     ($0.02)    $0.18     NM
     per share attributable to Chemtura

     NM = Not Meaningful

                    U.S. Chapter 11 Proceedings

On July 13, 2009, the Company and parties to the $400 million
senior secured debtor-in-possession credit facility entered into
Amendment No. 2 to the DIP Credit Facility which provides for,
among other things, an option by the Company to extend the
maturity of the DIP Credit Facility for two, consecutive three
month periods. Prior to Amendment No. 2, the DIP Credit Facility
matured on the earlier of 364 days or the effective date of a plan
of reorganization.

On July 28, 2009, the Court approved an extension of the exclusive
right of Chemtura, the parent company, and the 26 subsidiaries
organized in the United States that filed for relief under Chapter
11 of Title 11 of the United States Bankruptcy Code to file a plan
of reorganization.  The extension expires on November 13, 2009.

                  Impairment of Long-Lived Assets

     -- In the second quarter of 2009, the Company developed and
        completed a new five-year long range plan. Based on the
        detailed cash flow projections, the Company recorded
        impairments of long-lived assets as follows: -- $37
        million goodwill impairment charge for the Consumer
        Performance Products segment; and

    -- $60 million impairment charge relating to PVC Additives, a
        component of Industrial Engineered Products, impacting
        property, plant and equipment and intangible assets.

          Second Quarter 2009 Business Segment Highlights

     -- Consumer Performance Products revenues declined 13% or
        $26 million compared with the second quarter of 2008 due
        to reduced sales volume primarily driven by cooler and
        wetter weather than normal in the northeastern and mid-
        western regions of the United States, some weakness in
        demand attributed to economic conditions in both the
        United States and Europe, and the deemphasizing of
        participation in the distribution channel. The volume
        impact was partially offset by the benefit of price
        increases. Operating profit decreased $2 million primarily
        due to the impact from the reduction in sales volume.

     -- Industrial Performance Products revenues declined 38% or
        $148 million driven primarily by reduced sales volume.
        While all product lines saw reduced sales volume due to
        the recession, antioxidant and urethane products saw the
        greatest impact. Operating profit decreased $13 million
        primarily due to the impact from the reduction in sales
        volume and the resulting impact of unfavorable
        manufacturing costs.

     -- Crop Protection Engineered Products revenues declined 23%
        or $26 million primarily due to lower sales volume and
        unfavorable foreign currency translation. With growers
        facing restricted credit, the season started more slowly
        than usual, particularly in Europe, but demand returned to
        more normal levels by the end of the second quarter.
        Operating profit decreased $12 million primarily due to
        the impact of lower sales volume.

     -- Industrial Engineered Products revenues declined 42% or
        $136 million primarily due to reduced sales volume.
        Products sold to electronic, building and construction,
        and consumer durable polymer applications continued to
        show the most dramatic year-over-year reductions from the
        impact of the global recession. Nevertheless, demand
        showed modest improvement compared with the first quarter
        of 2009 as the most significant effects of inventory
        de-stocking abated. Operating loss of $11 million
        deteriorated $36 million from the second quarter of 2008
        primarily due to lower volume and the resulting impact of
        unfavorable manufacturing costs.

     -- Corporate expense for the second quarter of 2009 was
        $22 million compared with $15 million in the same quarter
        last year. Corporate expense included amortization expense
        related to intangibles of $9 million and $11 million for
        the second quarters ended 2009 and 2008, respectively. The
        increase in corporate expense of $7 million was primarily
        driven by a pension plan curtailment gain in 2008 which
        reduced expense in the second quarter of 2008.

                   Second Quarter Results - GAAP

     -- Revenue for the second quarter of 2009 was $687 million
        compared with second quarter 2008 revenue of $1.023
        billion.  The decrease in revenue was attributable to
        reduced sales volumes of $316 million (primarily due to
        the global recession) and unfavorable foreign currency
        translation of $24 million, partially offset by higher
        selling prices of $4 million.

     -- Gross profit for the second quarter of 2009 was
        $152 million, a decrease of $96 million compared with the
        same quarter of last year.  Gross profit as a percentage
        of sales decreased to 22% in the second quarter of 2009
        from 24% in the same quarter of last year.  The Company
        succeeded in mitigating most of the impact on the
        percentage gross profit margins of lower volume and
        manufacturing capacity utilization through efforts to
        variablize costs and leverage lower raw material cost. The
        decrease in gross profit was primarily due to a
        $75 million impact from reduced volume and unfavorable
        product mix; $35 million from unfavorable manufacturing
        costs (primarily due to lower plant utilization);
        $6 million from unfavorable foreign currency translation;
        a $3 million benefit in 2008 from insurance proceeds
        associated with the 2005 hurricanes Katrina and Rita;
        $1 million in inventory write-offs; and other cost
        increases of $5 million. These impacts were partially
        offset by an $18 million decrease in raw material and
        energy costs; a $7 million reduction in distribution
        costs; and $4 million benefit from higher selling prices.

     -- The operating loss for the second quarter of 2009 was
        $75 million compared with an operating loss of
        $241 million for the second quarter of 2008. The decrease
        in the operating loss is primarily due to a $320 million
        goodwill impairment charge for the Consumer Performance
        Products segment in the second quarter of 2008; a
        $23 million decrease in selling, general and
        administrative, and research and development costs
        primarily due to savings from the Company's restructuring
        programs; a $14 million decrease in depreciation and
        amortization primarily due to lower accelerated
        depreciation of property, plant and equipment; a
        $3 million decrease in antitrust costs; and a $1 million
        decrease in loss on the sale of businesses. These
        favorable impacts were partially offset by a $96 million
        decrease in gross profit; a $60 million impairment charge
        for PVC Additives, a component of Industrial Engineered
        Products, relating to the write-down of property, plant
        and equipment and intangible assets; a $37 million
        goodwill impairment charge for the Consumer Performance
        Products segment in the second quarter of 2009; and lower
        equity income of $2 million.

     -- Interest expense of $15 million for the second quarter of
        2009 was $4 million lower than the same period in 2008.
        Lower interest expense from unrecorded contractual
        interest expense on unsecured debt as a result of the
        Chapter 11 filing was partially offset by an increase due
        to borrowings under the DIP Credit Facility and higher
        average borrowings under the senior credit facility.

     -- Other expense, net increased by $19 million in the second
        quarter of 2009 as compared with the same quarter last
        year. The increase primarily reflects foreign exchange
        losses from un-hedged balance sheet positions in 2009 due
        to the Company's inability to purchase foreign currency
        forward contracts, partially offset by lower fees
        associated with the termination of its U.S. and European
        accounts receivable financing facilities.

     -- Reorganization items, net amounted to $6 million and
        represent items realized or incurred by the Company
        related to its reorganization under Chapter 11.
        Reorganization items, net includes professional fees
        directly associated with the reorganization, partially
        offset by gains on the settlement of certain pre-petition
        liabilities.

     -- Net loss attributable to Chemtura for the second quarter
        of 2009 was $118 million, or $0.49 per share, compared
        with a loss of $273 million, or $1.13 per share, for the
        second quarter of 2008. The decrease primarily reflects
        the $166 million decrease in operating loss; an
        $11 million decrease in income tax expense; and a
        $4 million decrease in interest expense, partially offset
        by a $19 million increase in other expense, net;
        $6 million in reorganization items, net; and $1 million of
        net income attributable to non-controlling interests.

              Second Quarter Results - Managed Basis

     -- On a managed basis, second quarter 2009 gross profit was
        $152 million, or 22% of net sales, as compared with second
        quarter 2008 managed basis gross profit of $245 million,
        or 24% of net sales. Increases in manufacturing costs due
        to lower plant utilization were the primary drivers of the
        reduction in margin percentage.

     -- On a managed basis, second quarter 2009 operating profit
        was $30 million as compared with second quarter 2008
        operating profit of $90 million. The decrease in operating
        profit primarily reflects the decrease in gross profit due
        to lower sales volumes, partially offset by decreases in
        SGA&R costs primarily due to the benefit of the Company's
        restructuring programs, and lower depreciation and
        amortization expense.

     -- The loss before income taxes on a managed basis in 2009
        and the earnings before income taxes on a managed basis in
        2008 exclude pre-tax GAAP charges of $111 million and
        $331 million, respectively. These charges are primarily
        related to costs associated with the Chapter 11
        reorganization; accelerated depreciation of property,
        plant and equipment; antitrust costs; loss on sale of
        businesses; impairment of long-lived assets; pension
        curtailment gains; and a recovery of insurance proceeds
        associated with the 2005 hurricanes Katrina and Rita.

     -- Chemtura's managed basis tax rate of 35% represents a
        standard tax rate for the Company's core operations to
        simplify comparison of underlying operating performance
        during the course of the Chapter 11 proceedings. The
        Company has chosen to apply this rate to pre-tax income on
        a managed basis.

                         Cash Flows - GAAP

     -- Net cash provided by operating activities in the quarter
        ended June 30, 2009 was $22 million as compared with net
        cash provided by operating activities of $10 million in
        the quarter ended June 30, 2008. As a result of the
        Chapter 11 filing, payments related to accounts payable
        were lower in the quarter due to the automatic stay on the
        payment of prepetition liabilities, benefiting cash
        provided by operating activities. The Company is
        re-establishing more favorable trade credit terms with its
        vendors for the post Chapter 11 filing purchase of goods
        and services, but, in the aggregate, trade credit terms
        are still significantly unfavorable compared to historical
        levels.

     -- The Company's remaining accounts receivable financing
        facility terminated in June 2009. The balance of accounts
        receivable sold under the Company's accounts receivable
        financing facilities was $103 million as of December 31,
        2008 and $350 million as of June 30, 2008.

     -- The reduction in proceeds from the sale of accounts
        receivable was $10 million in the second quarter of 2009
        compared with a $13 million increase in proceeds in the
        second quarter of 2008. Excluding the effect of accounts
        receivable financing facilities, net cash provided by
        operating activities for the second quarter of 2009 was
        $32 million as compared with $3 million of net cash used
        in operating activities in the second quarter of 2008.

     -- As of June 30, 2009, the Company's accounts receivable
        balances before the sale of accounts receivable were
        $539 million as compared with $452 million as of March 31,
        2009 and $495 million as of December 31, 2008. The
        increase was due to seasonal demand primarily in the
        Consumer Performance Products and Crop Protection
        Engineered Products segments.

     -- As of June 30, 2009, the Company's inventory balance was
        $514 million as compared with $530 million as of March 31,
        2009 and $611 million at December 31, 2008. The decrease
        was primarily due to optimizing production levels as
        industry demand declined.

     -- Capital expenditures for the quarter ended June 30, 2009
        were $8 million compared with $36 million in 2008. The
        Company currently anticipates capital spending of
        approximately $60 million in 2009.

     -- With a continued focus on cash generation, the Company
        generated $14 million in cash provided by operating
        activities net of cash used in investing activities in the
        second quarter of 2009 compared to using $20 million in
        cash in the second quarter of 2008.

     -- The Company's total debt of $1,402 million as of June 30,
        2009 increased slightly as compared with $1,400 million as
        of March 31, 2009. Cash and cash equivalents were $144
        million as of June 30, 2009 compared with $135 million as
        of March 31, 2009.

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

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

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


CHEMTURA CORP: Court Okays Eastman & Albemarle Set-Offs
-------------------------------------------------------
In a Bankruptcy Court-approved stipulation, Chemtura Corp. and its
affiliates consented to the modification of the automatic stay
solely to allow Albemarle Corporation to set off:

  -- $170,975 of prepetition debt Chemtura Corporation owes
     Albemarle against the $348,105 Albemarle owes Chemtura; and

  -- $206,611 of prepetition debt Great Lakes Chemical
     Corporation owes Albemarle against the $244,407 Albemarle
     owes Great Lakes.

Upon the exercise of the setoff, Albemarle will have a remaining
payable obligation to GLCC amounting to $175,535, which will be
paid to GLCC in immediately available funds.

In another Court-approved stipulation, the Debtors and Eastman
Chemical Company agreed that the automatic stay will be lifted to
allow Eastman to set off $697,618, which Eastman owed to the
Debtors, against $373,967, which the Debtors owe to Eastman.
After the setoff, Eastman will have a remaining payable
obligation to the Debtors amounting to $323,650, which will be
paid in immediately available funds.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Expands Scope of KPMG LLP Work
---------------------------------------------
Chemtura Corp. previously obtained the Bankruptcy Court's
authority to hire KPMG LLP as auditors.  The Debtors now ask the
Court for authority to expand the scope of KMPG Lip's services to
include the analysis of:

  a. the "first day orders" entered in the Debtors' Chapter 11
     cases;

  b. proof of claims with respect to all tax matters including
     income tax and indirect taxes;

  c. Section 382 issues including historical Section 382 matters
     and Section 382 issues arising in connection with the
     restructuring/bankruptcy plan of reorganization;

  d. "Nubig/Nubil" tax matters and Notice 2003-65 as applied to
     the Chemtura restructuring/bankruptcy;

  e. the Debtors' tax attributes including credits, tax basis in
     assets and tax basis in stock of all subsidiaries;

  f. analysis of whether Section 505(b) of the Bankruptcy Code
     asks for prompt determination are to be utilized;

  g. the deductibility of postpetition interest on unsecured
     debt obligations;

  h. the tax treatment of professional fees and other bankruptcy
     costs incurred by Chemtura;

  i. the liabilities subject to compromise account which could
     yield a tax deduction or cancellation of debt;

  j. COD, including section 108 and consolidated tax return
     regulations, related to non-intercompany and intercompany
     debt;

  k. the effects of Treasury Regulation Section 1.1502-28 and
     benefit analysis of Section 108(b)(5) and 1017(b)(3)(D)
     elections;

  l. the tax implications of any internal reorganizations and
     proposal of restructuring alternatives;

  m. potential bad debt and retirement tax losses;

  n. the tax implications related to the modification or
     settlement of any intercompany debt;

  o. the cash tax implications of any proposed
     reorganization/bankruptcy plan of reorganization; and

  p. state tax attribute reduction.

In addition, the Debtors need KPMG to provide assistance with the
tax section of the bankruptcy plan disclosure statement and
review of the plan of reorganization.

The Debtors maintain that the Additional Services is cost-
effective and will simplify KPMG's subsequent audit review
procedures.  The Debtors intend to work with KPMG and Deloitte
Tax LLP to define the nature of the work that needs to be
performed and their requirements and expectations of supporting
analysis to satisfy KPMG's audit review procedures.

Fees for the Additional Services will be based on KPMG's hourly
rates:

      Partner/Director                 $635
      Senior Manager                    540
      Manager                           470
      Senior Tax Associate              400
      Tax Associate                     275

The Debtors have already obtained permission to hire KPMG to:

  (a) integrate audit of the consolidated financial statements
      of the Debtors;

  (b) perform quarterly review of the Debtors' unaudited interim
      financial information;

  (c) provide statutory audits, where applicable;

  (d) perform audit on certain events and accounting
      pronouncements, which may have a significant impact on
      the firm's audit efforts and which were not anticipated in
      establishing a fixed fee for the firm's services,
      including:

        -- significant acquisitions or dispositions of
           businesses implications,

        -- significant and infrequent transactions with complex
           business implications,

        -- additional audit, if any, as a result of the Debtors'
           Chapter 11 filings, and

        -- change in operating segments or reporting units,
           interim goodwill impairment analysis, the adoption of
           new accounting or auditing pronouncements, internal
           control weaknesses, client delays and lack of client
           support, which involve significant research,
           investigation or incremental testing on the part of
           KPMG,

  (e) perform other audit, consulting, advice, research,
      planning and analysis regarding audit services as may be
      necessary or requested from time to time.

Howard B. Steinberg, a partner at KPMG, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Chemtura Corp

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

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

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

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


CHINA DIGITAL: Earns $1.8MM But Discloses Going Concern Doubt
-------------------------------------------------------------
China Digital Communication Group reported a net income of
$1,842,938 for six months ended June 30, 2009, compared with a net
loss of $177,984 for the same period in 2008.

For three months ended June 30, 2009, the Company posted a net
loss of $1,338,656 compared with a net loss of $587 for the same
period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $16,829,967, total liabilities of $4,335,194 and stockholders'
equity of $12,494,773.

The Company related that its cash and cash equivalents were
$9,964,948 as of June 30, 2009.  Working capital at June 30, 2009,
was $10,914,273.

The Company also said that there is substantial doubt about the
Company's ability to continue as a going concern.  The Company
said that it has sufficient cash to continue its current business
through June 30, 2010, due to expected increased sales revenue and
net income from operations.  However, the Company has suffered
recurring losses in the past and have a large accumulated deficit.
The Company took certain restructuring steps to provide the
necessary capital to continue its operations.  These steps
included: (1) acquisition of profitable operations through
issuance of equity instruments; and (2) seeking of additional
funding and restructuring the acquired subsidiaries to increase
profits and minimize the liabilities.

A full-text copy of the Company's FORM 10-Q is available for free
at http://ResearchArchives.com/t/s?4100

                      About China Digital

China Digital Communication Group (OTC: CHID) --
http://www.chinadigitalgroup.com/-- changed its name and
business in 2004, when it bought Billion Electronics and its
wholly owned principal operating subsidiary, Shenzhen E'Jinie
Technology Development, one of China's largest battery shell
manufacturers.  China Digital Communication Group now makes
aluminum shells and battery caps for lithium ion batteries that
are used in digital mobile devices, such as digital still cameras,
cell phones, MP3 players, laptop computers, and PDAs.  In 2006 the
company acquired Galaxy View International for nearly $7 million
in cash and stock; the following year, it sold Galaxy View for
$3 million.  The Company is headquartered in Shenzhen, Guangdong,
Republic of China.


COEUR D'ALENE: S&P Raises Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines Corp. to 'B-' from 'CCC' and raised
the ratings on the company's $180 million senior unsecured notes
due 2024 ($106 million outstanding) and $230 million senior
unsecured notes due 2028 ($150 million outstanding) to 'CCC+' from
'CCC-'.  The recovery rating on the notes remains unchanged at
'5'.  S&P removed the corporate credit and issue-level ratings
from CreditWatch, where they were placed with positive
implications on May 18, 2009.  The outlook is positive.

"The rating actions follow its assessment that the company's
liquidity profile and its ramp up of the low-cost Palmarejo mine
in Mexico will be sufficient to fund the company's meaningful
second-half 2009 capital expenditure program of $110 million,"
said Standard & Poor's credit analyst Sherwin Brandford.  In
addition, the higher production level should help to sustain the
company's liquidity position over the next several quarters.
Specifically, S&P expects EBITDA to materially improve to
approximately $70 million in the second half from around
$30 million in the first half and think this positive momentum
will continue into 2010 when the company will benefit from a full
year of production from the mine.

The ratings on Idaho-based Coeur D'Alene Mines reflects the
company's vulnerable business risk profile as a small, capital-
intensive, precious metal company with a modest scope of
operations, political and environmental risks, relatively high
cost operations, and exposure to volatile precious metal prices.

The positive outlook reflects the potential for a higher rating if
the company successfully ramps up production at its Kensington
operations which would improve its operational diversity and add
meaningfully to its ability to generate cash flows in the future.
If the mine is successfully developed, its potential rating
upgrade with likely be limited to one notch.  S&P may revise the
outlook to stable if the company is unable to commence production
at Kensington in 2010 as planned because of further environmental
or permitting issues or other factors.  If the company does not
succeed in developing Kensington, S&P could also revise the
outlook to stable.


COEUR D'ALENE: Swings to $11.6 Million Net Income for June 30 Qtr
-----------------------------------------------------------------
Coeur d'Alene Mines Corporation swung to an $11.6 million net
income for the three months ended June 30, 2009, from a net loss
of $5.37 million for the same period a year ago.  For the six
months ended June 30, 2009, Coeur d'Alene Mines posted a
$17.6 million net income compared to a $656,000 net loss for the
same six-month period a year ago.

As of June 30, 2009, the Company had $3.05 billion in total
assets and $924.8 million in total liabilities, resulting in
$1.95 billion in stockholders' equity.  Coeur d'Alene Mines had
$402.2 million in accumulated deficit as of June 30, 2009.

The Company said sales of metal from continuing operations in the
second quarter of 2009 increased by $23.2 million, or 46.3%, from
$50.0 million in the second quarter of 2008 to $73.2 million.  The
increase in sales of metal was primarily due to an increase in the
quantity of silver ounces sold due to the contribution from the
Company's two new mines (i) the San Bartolome silver mine, which
operated at full capacity during the quarter and was in its
initial start-up phase during the second quarter of 2008; and (ii)
the Palmarejo silver and gold mine, which began commercial
production on April 20, 2009.

Sales of metal from continuing operations in the six months ended
June 30, 2009, increased to $123.0 million from $107.3 million in
the same period in 2008, or 14.6%.

The Company's working capital at June 30, 2009, decreased by
$2.8 million to a deficit of approximately $11.3 million compared
to a deficit of $8.5 million at December 31, 2008.  The increase
in the deficit was attributed to capital spending related to the
Palmarejo and the Kensington projects.  The ratio of current
assets to current liabilities was 0.94 to 1 at June 30, 2009,
compared to 0.95 to 1 at December 31, 2008.

As of June 30, 2009, the Company's cash equivalents and short term
investments totaled $24.7 million.  During the first half of 2009,
the Company received roughly $95.4 million of cash proceeds
consisting of $20.4 million from the exercise of a warrant
relating to the Senior Secured Floating Rate Convertible Notes due
2012 and $75 million from a gold royalty stream transaction with
Franco-Nevada Corporation and $55 million related to the sale of
Broken Hill in July 2009.  The Company believes that its liquidity
and projected 2009 operating cashflows will be adequate to meet
its obligations for at least the next 12 months.

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?4146

In June 2009, Coeur d'Alene Mines disclosed that pursuant to
privately negotiated agreements it had agreed with certain holders
to exchange $15,916,000 aggregate principal amount of the
Company's 1.25% Convertible Senior Notes due 2024 and $17,475,000
of the Company's 3.25% Convertible Senior Notes due 2028 for a
number of shares of its common stock, par value $0.01.

On June 18, 2009, the Prior Agreements were rescinded pursuant to
their terms.  No shares of Common Stock were issued in connection
with the Prior Agreements, and no Notes were delivered to the
Company by the Holders.  On June 22, 2009, the Company entered
into new privately negotiated agreements with the Holders pursuant
to which the Company was expected to issue an aggregate of
[1,806,215] shares of Common Stock to the Holders on different
dates beginning June 22 and ending July 2.

The Company had disclosed that pursuant to a privately negotiated
agreement dated June 8, 2009, it agreed to exchange $9,000,000 of
its 3.25% Convertible Senior Notes due 2028 for shares of its
Common Stock.  In connection with that agreement and pursuant to
the formula disclosed, the Company issued an aggregate of 509,305
shares of Common Stock on June 22, 2009.

The Company issued the shares pursuant to the exemption from the
registration requirements afforded by Section 3(a)(9) of the
Securities Act of 1933, as amended.

                        About Coeur d'Alene

Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) --
http://www.coeur.com/-- is the world's largest primary silver
producer, as well as a significant, low-cost producer of gold.
The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile, Bolivia, and Australia.

                          *     *     *

As the Troubled Company Reporter reported on May 20, 2009,
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC' corporate credit rating, on Coeur d'Alene Mines Corp. on
CreditWatch with positive implications.  The CreditWatch listing
reflects S&P's assessment that near term operating cash flow
generation will likely increase due to the combination of higher
metal volumes and continued favorable gold and silver prices.
Idaho-based Coeur d'Alene completed construction of its Palmarejo
mine and successfully started operating it in the first quarter of
2009, which is increasing volumes.


COLONIAL BANCGROUP: May Be Placed Into FDIC Receivership
--------------------------------------------------------
The Colonial BancGroup, Inc. (NYSE: CNB) said August 6 that on
August 6, 2009, it was informed by the U.S. Department of Justice
that it is the target of a federal criminal investigation relating
to the Company's mortgage warehouse lending division and related
alleged accounting irregularities.  The Company has been informed
that the alleged accounting irregularities relate to more than one
year's audited financial statements and regulatory financial
reporting, and the Company's Board of Directors and Audit
Committee are making every effort to determine the impact of these
alleged accounting irregularities on the Company's financial
statements and regulatory financial reporting.  The Company
intends to cooperate with the investigation.

Earlier in 2009, BancGroup provided documents to the Special
Inspector General for the Troubled Asset Relief Program (SIGTARP)
in response to a subpoena issued by SIGTARP.

Also, the SEC has issued subpoenas to BancGroup seeking documents
related to, among other things, BancGroup's disclosures related to
its participation in the U.S. Treasury Department's Troubled Asset
Relief Program and BancGroup's disclosures respecting accounting
for loan loss reserves.  BancGroup has provided, and continues to
provide, documents in response to these subpoenas.

On August 5, 2009, the Alabama State Banking Department provided
notice to Colonial Bank that the Alabama State Banking Board will
meet on August 12, 2009, at which time Colonial Bank will be asked
to consent to the Superintendent's exercise of his statutory
authority to appoint the FDIC as receiver or conservator for the
Bank if and when the Superintendent deems such appointment to be
necessary.  In the meantime, the Company continues to explore all
possible capital-raising alternatives that would position it and
Colonial Bank to comply with the requirements of the Orders to
Cease and Desist to which they are subject.

                     About Colonial BancGroup

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

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

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

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


COLONIAL BANCGROUP: DBRS Downgrades Senior Debt to 'C'
------------------------------------------------------
DBRS has downgraded the senior debt rating for Colonial BancGroup,
Inc. (Colonial or the Company) to C from CC, the senior debt
rating for Colonial Bank (Bank), its principal banking subsidiary
to CC from CCC and the Bank's subordinated debt rating to C from
CC.  The Bank's deposit rating is unchanged at CCC.  All ratings
remain Under Review with Negative Implications.  The rating
actions follow Colonial's disclosures regarding SEC and U.S.
Department of Justice investigations into the Company's operations
and accounting.

The rating actions reflect DBRS's view that the SEC and the
Department of Justice investigations will place additional
significant strain on Colonial's ability to survive and remain as
a going concern.  Indeed, DBRS notes that these investigations may
result in financial re-statements, possible penalties and perhaps
reduce the likelihood of additional capital raises and asset
sales.  At this time, DBRS notes the need to bifurcate the Bank's
senior debt and deposit ratings, in view of the higher expected
loss rate for the senior debt holders versus that for uninsured
depositors to which the deposit rating applies.

DBRS notes that the Company's capital position and asset quality
remains under severe pressure, especially given its substantial
troubled Florida-based construction and development portfolio.
DBRS will continue monitoring the Bank's ability to protect its
deposit franchise, which is an underlying factor in the ratings.

In an 8-k filing with the SEC, Colonial disclosed that it was
informed by the U.S. Department of Justice that it is the target
of a federal criminal investigation relating to its warehouse
lending division and related alleged accounting irregularities.
Moreover, the Company disclosed that the SEC has issued subpoenas
to it, seeking documents relating to, among other things, its
disclosures related to its participation in the U.S. Treasury TARP
program, and disclosures respecting accounting for loan loss
reserves.  Finally, the Alabama State Banking Department provided
notice to Colonial that its board will meet on August 12, 2009, at
which time, the Bank will be asked to consent to the
Superintendent's exercise of his statutory authority to appoint
the FDIC as receiver or conservator for the Bank, if and when the
Superintendent deems such appointment to be necessary.

                       About Colonial Bank

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

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

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

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


COMDISCO HOLDING: Posts $144,000 Net Loss in Third Quarter 2009
---------------------------------------------------------------
Comdisco Holding Company, Inc., reported financial results for its
fiscal third quarter ended June 30, 2009.  Comdisco Holding
Company, Inc., emerged from Chapter 11 bankruptcy proceedings on
August 12, 2002, and, under its Plan of Reorganization, its
business purpose is limited to the orderly sale or run-off of all
its remaining assets.

For the quarter ended June 30, 2009, Comdisco reported a net loss
of approximately $144,000, or $0.04 per common share (basic and
diluted).  The per share results for Comdisco are based on
4,029,055 shares of common stock outstanding on average during the
quarter ended June 30, 2009.

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

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

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

                          About Comdisco

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


COMFORCE CORP: Posts $598,000 Net Income for 2nd Quarter 2009
-------------------------------------------------------------
COMFORCE Corporation reported net income of $598,000, or $0.02 per
basic and diluted share, for the second quarter ended June 28,
2009, compared to net income of $1.59 million, $0.08 per basic
share and $0.05 per diluted share, for the second quarter of 2008.

For the six months ended June 28, 2009, the Company booked net
income of $754,000 from net income of $2.59 million a year ago.

The Company reported revenues of $141.7 million for the second
quarter of 2009, compared to revenues of $152.8 million for the
second quarter of 2008, a 7.2% decrease.  Lower revenues for the
quarter were primarily due to the continued decline in the global
economy, which has adversely affected demand in the labor markets.
Sequentially, revenues for the second quarter 2009 improved 2.7%
from the prior quarter.

COMFORCE recorded revenues of $279.7 million for the first six
months of 2009, compared to revenues of $303.0 million for the
first six months of 2008.

As of June 28, 2009, the Company had $179.0 million in total
assets; and $182.0 million in total liabilities; resulting in
$2.98 million in stockholders' deficit.  The Company had
$66.2 million in accumulated deficit as of June 28, 2009.

COMFORCE and various of its operating subsidiaries are parties to
the $110.0 million PNC Credit Facility with PNC, as a lender and
administrative agent, and other financial institutions
participating as lenders to provide for a revolving line of credit
with available borrowings based, generally, on 87.0% of the
Company's accounts receivable aged 90 days or less, subject to
specified limitations and exceptions.  The Company entered into
the PNC Credit Facility in June 2003 and it has been subject to
eight amendments.

The obligations under the PNC Credit Facility are collateralized
by a pledge of the capital stock of certain key operating
subsidiaries of the Company and by security interests in
substantially all of the assets of the Company. The PNC Credit
Facility contains various financial and other covenants and
conditions, including, but not limited to, a prohibition on paying
cash dividends and limitations on engaging in affiliate
transactions, making acquisitions and incurring additional
indebtedness.  The maturity date of the PNC Credit Facility is
July 24, 2010.

The Company also had standby letters of credit outstanding under
the PNC Credit Facility at June 28, 2009 in the aggregate amount
of $4.2 million, principally as security for the Company's
obligations under its workers compensation insurance policies.

At June 28, 2009, the Company had outstanding $70.9 million
principal amount under the PNC Credit Facility bearing interest at
a weighted average rate of 2.0% per annum.  At such date, it had
remaining availability of up to $15.1 million based upon the
borrowing base, as defined in the agreement, under the PNC Credit
Facility.

At June 28, 2009, the Company also had outstanding $1.8 million
principal amount of Convertible Notes bearing interest at 8% per
annum.

Management of the Company believes that cash flow from operations
and funds anticipated to be available under the PNC Credit
Facility will be sufficient to service the Company's indebtedness
and to meet currently anticipated working capital requirements for
the next 12 months.  The Company was in compliance with all
covenants under the PNC Credit Facility at June 28, 2009 and
expects to remain in compliance for the next 12 months.  The
Company has had discussions with PNC to extend the PNC Credit
Facility beyond its current maturity date of July 24, 2010.  No
assurance can be given that the Company will resolve such
discussions on a satisfactory basis.

The Company is currently undergoing audits for certain state and
local tax returns, including the state tax examination related to
certain business taxes for which the Company has recorded an
additional accrual in the second quarter of 2009.  The results of
the audits are not expected to have a material effect upon the
Company's results of operations.

John Fanning, Chairman and Chief Executive Officer of COMFORCE
commented, "While our results for the second quarter continued to
be negatively impacted by the global economy, sequentially, we
realized improved financial performance in key metrics including
revenues, operating income, and net income.  The sequential
improvement suggests stabilization in our business that we began
to observe toward the end of the first quarter and continued into
our second quarter."

Mr. Fanning continued, "We continue to position our company for
future growth and remain focused on those business areas that we
believe will be more in demand as the economy recovers, including
PrO Unlimited and RightSourcing(R).  At the same time, we continue
to prudently manage our costs and allocate our capital to seek to
position our company for long-term sustainable growth."

"Our primary goal is to meet our customers' needs and build
COMFORCE to the benefit of our shareholders longer term,"
concluded Mr. Fanning.

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?414e

                          About COMFORCE

COMFORCE Corporation provides outsourced staffing management
services that enable Fortune 1000 companies and other large
employers to consolidate, automate and manage staffing, compliance
and oversight processes for their contingent workforces.  It also
provide specialty staffing, consulting and other outsourcing
services to Fortune 1000 companies and other large employers for
their healthcare support, technical and engineering, information
technology, telecommunications and other staffing needs.  It
operates in three segments -- Human Capital Management Services,
Staff Augmentation and Financial Outsourcing Services.


CONTINENTAL AIRLINES: Equity Issuance Won't Move Moody's B2 Rating
------------------------------------------------------------------
Moody's Investors Service said Continental Airlines, Inc.'s recent
equity issuance is a positive development that enhances the
company's financial condition and liquidity profile, but that it
does not affect the B2 corporate family or other debt ratings of
the company.

The last rating action on Continental was the June 30, 2009,
assignment of the Baa2 senior secured debt rating to Continental's
Pass-Through Certificates, Series 2009-1A.

Continental Airlines, Inc., based in Houston Texas, is the world's
5th largest passenger airline.


COOPER-STANDARD: To Continue Customer Programs Postpetition
-----------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to continue their prepetition customer
programs.

The Debtors run the programs as a means to generate goodwill and
induce their customers to purchase their products.  Their
customer programs include:

  (1) Warranty Programs

      The Debtors issue warranties for their products as well as
      their obligations under their original equipment
      manufacturers (OEM) customers warranty programs.  Under
      the OEM warranties, the Debtors remain liable for their
      warranty obligation for the statutory period provided by
      applicable laws.  Where the OEM has granted their
      customers a longer warranty term than that provided by
      statute, the Debtors remain liable until the expiration of
      the warranty.

      The Debtors also participate in warranty reduction
      programs offered by the OEMS, which are incentive-based
      programs intended to reduce OEM's warranty liability over
      time.  They also participate in warranty sharing programs
      with certain OEMs, under which the Debtors are responsible
      for a pre-negotiated percentage of warranty claims related
      to their product brought against the OEM.  As of August 3,
      2009, the Debtors' outstanding warranty sharing obligation
      is less than $629,239.

  (2) Clearinghouse Functions

      The Debtors function as an intermediary buyer or
      clearinghouse for many of their customers.  In many cases,
      the Debtors need to purchase specialized equipment in
      order to make end products ordered by the customer.  In
      these situations, while the customer owns the equipment,
      the Debtors sub-contract on the customers' behalf with
      vendors to perform tooling production work, perform
      quality control assessments, among other things.  The
      customer either advances payment to the Debtors or
      reimburses them for funds they paid to the tool maker.

  (3) Purchasing Programs

      The Debtors participate in several purchasing programs,
      under which the OEMs facilitate the purchasing of parts
      and raw materials to allow the Debtors to take advantage
      of the OEMs' aggregate purchasing power.

      In some instances, the OEM issues purchase orders directly
      to the suppliers who then ship the materials directly to
      the Debtors to be used in manufacturing their products.
      The OEM's purchases are netted against receivables from
      the finished products shipped by the Debtors to the OEM.
      In other cases, the Debtors purchase the materials or
      parts directly from the suppliers, but the OEM guarantees
      the difference between the price the Debtors paid and what
      the OEM's purchase price would have been.

The Court authorized the banks and other financial institutions
to honor prepetition wire transfer requests, checks or drafts
issued by the Debtors in connection with the implementation of
their customer programs.

                       About Cooper-Standard

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

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

                    http://www.cooperstandard.com/

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

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

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

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


COYOTES HOCKEY: NHL Seeks to Push Jim Balsillie Out of Bidding
--------------------------------------------------------------
Bob Baum at The Associated Press reports that the National Hockey
League has asked the U.S. Bankruptcy to reject Jim Balsillie's bid
to acquire the Phoenix Coyotes.

The NHL said in court documents that the owners have concluded
that Mr. Balsillie would be untrustworthy, based on the bidder's
behavior in previous attempts to buy the Pittsburgh Penguins and
Nashville Predators.  The NHL said that the Court has no right to
overturn their July 29 vote.

As reported by the Troubled Company Reporter on August 7, 2009,
the Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona held that Mr. Balsillie's $212.5 million offer
for the Phoenix Coyotes must be included in the September 10
auction for the National Hockey League franchise.  The NHL
previously conveyed objections to the sale to Mr. Balsillie,
Research in Motion Ltd.'s co-chief executive Officer, because it
contemplates moving the team to the city of Hamilton, in Canada.
Phoenix Coyotes owner Jerry Moyes submitted to the Bankruptcy
Court its deal signed with Mr. Balsillie together with Coyotes
Hockey LLC's bankruptcy petition.

The AP quoted Boston Bruins owner and NHL board of governors
chairperson Jeremy Jacobs as saying, "We voted to deny approval to
Mr. Balsillie because we concluded he lacks the good character and
integrity required of a new owner under NHL bylaws."

"This court should put an end to Mr. Moyes' and Mr. Balsillie's
jointly devised scheme to force entry into the league through the
bankruptcy 'side door.  There is only a front door, and it is now
unavailable to Mr. Balsillie in accordance with the NHL's
constitution and bylaws," NHL said in court documents.

"Mr. Balsillie's answers during the interview [with the NHL, which
preceded the vote] only served to confirm our conclusion that he
is not willing to comply with league rules and procedures and
would not be a good business partner," The AP quoted Mr. Jacobs as
saying.

According to The AP, Minnesota Wild owner Craig Leipold said,
"Based on my owner experiences with Mr. Balsillie, I have formed a
highly unfavorable opinion regarding him, including his
suitability as an NHL owner."

Meanwhile, attorneys from Jennings Strouss & Salmon PLC for
Phoenix Coyotes owner Jerry Moyes have apologized for
inadvertently leaking a confidential document containing details
of delicate, ongoing negotiations over bidding for the Coyotes,
according to Law360.

                        About Coyotes Hockey

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

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


CROCS INC: Posts $30.2 Million Net Loss for June 30 Quarter
-----------------------------------------------------------
Crocs Inc. posted a net loss of $30.2 million for the three months
ended June 30, 2009, compared net income of $2.13 million for the
same period a year ago.

For the six months ended June 30, 2009, Crocs booked a net loss of
$52.6 million, compared to a net loss of $2.39 million a year ago.

Crocs warned it may incur additional losses through the remainder
of 2009 and in the future.

As of June 30, 2009, the Company had $437.5 million in total
assets; and $175.6 million in total liabilities; resulting in
$261.9 million in stockholders' equity.  The Company's cash and
cash equivalents increased 50% to $77.5 million at June 30, 2009,
from $51.7 million as of December 31, 2008.

Crocs said its strong quarter end cash position allowed it to
completely repay the $17.3 million borrowed under the Company's
credit facility as of June 30, 2009, subsequent to the end of the
second quarter.  The credit facility was extinguished on August 3,
2009, ahead of its September 30, 2009 maturity date.  The Company
has signed a term sheet with a well-known lender and intends to
secure a new asset-backed revolving credit facility by the end of
the third quarter.

Crocs had $17.3 million in borrowings outstanding at June 30,
2009, under its credit agreement.  On August 3, 2009, Crocs fully
repaid its outstanding credit agreement with Union Bank of
California, N.A.  The Revolving Credit Facility had an outstanding
balance as of June 30, 2009, of $17.3 million.  Termination of the
Revolving Credit Facility became effective upon full repayment by
the Company on August 3, 2009.  The Company did not incur any
penalties for early repayment of the Revolving Credit Facility.

Crocs is currently in discussions to obtain a new borrowing
arrangement, which will most likely be an asset-backed revolving
line of credit, to provide it with flexibility with respect to
ongoing cash needs.  Additionally, the Company has filed a Form
S-3 with the SEC to allow it additional flexibility in exploring
financing options.  There can be no assurance that the Company
will be able to secure additional debt or equity financing and,
accordingly, the Company's liquidity and ability to timely pay its
obligations when due could be adversely affected.

As the Company continues to re-evaluate its operating plans for
2009 and beyond, it has undertaken certain restructuring and
right-sizing activities to address the potential for continued
decreases in revenues.  The Company's ability to continue as a
going concern is dependent upon achieving a cost structure which
supports the levels of revenues the Company is able to achieve.
There can be no assurance that any actions taken by the Company
will result in a return to profitability.

"Our second quarter performance reflects the tangible business
improvements we're continuing to make and underscores the enduring
consumer appeal of the Crocs brand," said John Duerden, President
and Chief Executive Officer.  "Our top-line results were better
than expected driven by strong gains in our retail channel, as
consumers responded positively to the broad product assortment now
available at our Company-operated locations.  We continue to gain
market share in Asia, where our business has been strong in recent
quarters.  We strengthened our balance sheet, reducing inventory
and repaying all outstanding borrowings under our credit facility.
While we are encouraged by our progress, we are clearly not
satisfied with these results.  We intend to reduce expenses,
improve our cash position and making targeted investments in our
systems and procedures to serve customers better and to increase
productivity."

Mr. Duerden continued, "We've made substantial progress on the
disposal of our excess inventory in a responsible manner.  Our
U.S. distribution facilities have been consolidated down from
seven locations to one, enabling us to provide our product to
customers more effectively and efficiently.  As we continue to
streamline our cost base, we expect to reduce our operating losses
through the balance of this year and return to profitability next
year."

The Company expects to generate between $150 million and
$160 million in revenue during its fiscal third quarter, with
a diluted loss per share between $0.14 and $0.06.  This guidance
excludes the effect of one-time and non-recurring charges.

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?4153

                          About Crocs Inc.

Based in Niwot, Colorado, Crocs Inc. (NASDAQ: CROX) designs and
sells a broad offering of footwear, apparel, gear and accessories
that utilize proprietary closed cell-resin, called Croslite.  The
Company sells Crocs-branded products throughout the U.S. and in
128 countries, through domestic and international retailers and
distributors and directly to end-user consumers through its
webstores, Company-operated retail stores, outlets and kiosks.

                        Going Concern Doubt

Deloitte & Touche LLP, in Denver, Colorado, has raised substantial
doubt about Croc's ability to continue as a going concern.  As
reported by the Troubled Company Reporter on May 15, 2009, Crocs
reported first quarter 2009 revenues of $134.9 million, up 7%
from the fourth quarter of 2008 and down $63.6, or 32% from the
first quarter of 2008.  The Company reported a net loss of
$22.4 million in the first quarter of 2009 with a diluted loss per
share of $0.27, compared to a fourth quarter 2008 net loss of
$34.7 million, or ($0.42) per share and a first quarter 2008 net
loss of $4.5 million, or ($0.05) per share.  Selling, general and
administrative costs are down 26% compared to Q4 2008 and down
6.2% from the same quarter a year ago.  At March 31, 2009, Crocs
had $446.9 million in total assets and $182.0 million in total
liabilities, resulting to $264.9 million in stockholders' equity.

On March 31, 2009, Crocs entered into a tenth amendment of its
Revolving Credit Facility with Union Bank of California, N.A.  The
Amendment extends the loan maturity date to September 30, 2009.


CRUCIBLE MATERIALS: Asks for Dec. 2 Extension to File Ch. 11 Plan
-----------------------------------------------------------------
Crucible Materials Corp. asks the U.S. Bankruptcy Court for the
District of Delaware to extend until December 2, 2009, its
exclusive period to file a Chapter 11 plan.  The Company also
asked the Court to corresponding period to solicit acceptances of
the Chapter 11 plan until Jan. 31, 2010.  According to Carla Main
at Bloomberg News, Crucible cited the "size and complexity" of the
case and "numerous discussions" with the creditors committee and
lenders as signs of good faith.  A hearing on the proposed
extension is scheduled for August 25.  Objections are due
August 18.

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

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


CRUCIBLE MATERIALS: Seeks to Pay PRL Industries' Prepetition Claim
------------------------------------------------------------------
Crucible Materials Corporation asks the U.S. Bankruptcy Court
for the District of Delaware for authority to pay a $39,260
prepetition claim of PRL Industries, Inc.

According to NetDockets, Crucible indicated that PRL Industries is
demanding payment of the prepetition claim as a condition of
accepting new purchase orders from Crucible and the services that
PRL provides cannot easily be re-sourced from another supplier.

According to NetDockets, Crucible finds itself in the position of
having to accede to PRL's demands because the parties do not have
a long-term contract; rather, PRL provides services pursuant to
individual purchase orders.  Specifically, PRL is a specialty
metals testing company which tests, inspects and performs some
machining on alloy pump castings manufactured by Crucible's
Compaction Metals Division.  Certain of those alloy pump castings
are sold to Curtiss-Wright Electro-Mechanical Corporation's
Engineered Pump Division for a price of more than $500,000 each.
The prepetition claims relate to two casings that were sold to
Curtiss-Wright, NetDockets notes.

According to NetDockets, Crucible requires PRL's services going-
forward because it received a purchase order from Curtiss-Wright
for 14 additional casings on or about April 27, 2009.  According
to NetDockets, Crucible reports that it expects the Curtiss-Wright
purchase order to be assumed and assigned to the purchaser of the
Compaction Metals Division.  Crucible said the purchase order
accounts for "a significant portion of the value of the Debtors'
estates".  Because Crucible cannot easily replace PRL's services
with services from another supplier and such services are required
for Crucible to be able to perform under the new Curtiss-Wright
purchase order, NetDockets continues, Crucible asserts that
payment of the prepetition PRL claim is justified under section
363 of the Bankruptcy Code or, alternatively, under the "doctrine
of necessity."

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

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


DANA HOLDING: Moody's Changes Default Rating to 'Caa1/LD'
---------------------------------------------------------
Moody's Investors Service revised Dana Holding Corporation's
Probability of Default Rating to Caa1\LD from Caa1.  In related
action Moody's affirmed Dana's Corporate Family Rating at Caa2;
affirmed the B3 rating on the senior secured asset based revolving
credit facility; affirmed the Caa1 rating on the senior secured
term loan; and affirmed the Speculative Grade Liquidity Rating at
SGL-3.  The company's rating outlook remains negative.

The positioning of Dana's PDR at Caa1\LD reflects the company's
second quarter earnings call announcement of completing additional
open market purchases of its senior secured term loan at
distressed prices beyond levels previously achieved through the
Dutch auction concluded in May 2009.  Moody's deems the amount of
the total debt purchased material enough to be considered a
"limited default".  The PDR will revert to Caa1 in approximately
three business days.

The affirmation of Dana's CFR at Caa2 reflects Moody's belief that
despite the company's sequential quarterly improvement in
operations, further improvement in operating performance will
continue to be pressured by weak global automotive and commercial
vehicle markets.  The anticipation of these conditions prompted
management to indicate that it no longer expects fiscal year 2009
EBITDA to outpace the prior fiscal year level of approximately
$350 million.  These pressures continue to support 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.

The negative outlook continues to consider the ongoing challenges
in the global automotive and commercial vehicle markets.  These
markets continue to be pressured by weak global economic
conditions adversely affecting demand.  While these conditions
will be somewhat offset by Dana's restructuring actions, the
company's credit metrics and liquidity levels will continue to be
pressured.

The Speculative Grade Liquidity Rating of SGL-3 reflects adequate
liquidity.  Moody's continues to expect that industry conditions
could result in negative free cash flow over the next twelve
months.  However, the company maintained strong cash balances at
June 30, 2009, of $553 million, and had approximately $126 million
of availability under its $650 million asset based revolving
credit, net of letters of credit, and subject to covenant
restrictions.  The company also maintains a European receivables
loan facility of Euro 170 million, maturing in July 2012, which
had availability of $65 million at June 30, 2008.  The recent term
loan purchases and prepayments made by the company may help
alleviate industry pressures on the financial covenant cushions
under Dana's term loan facility over the near term.  Alternative
liquidity is limited as all of the company's domestic assets and
66% of the equity of the non-domestic subsidiaries secure the
revolving credit and term-loan.  There is capacity to incur up to
$400 million of additional debt in the foreign subsidiaries,
subject to financial covenant limitations.

Ratings revised:

* Probability of Default Rating, to Caa1\LD from Caa1;

Rating affirmed:

* Caa2, Corporate Family Rating;

* $650 million senior secured asset based revolving credit
  facility, to B3 (LGD3, 43%);

* $1.14 billion (remaining amount) senior secured term loan, to
  Caa1 (LGD3, 46%);

* Speculative Grade Liquidity rating, SGL-3

The last rating action for Dana Holding Corporation was on June 5,
2009 when the Corporate Family Rating was lowered to Caa2.  The
company's performance continues to be consistent with Moody's
Credit Opinion dated July 9, 2009.

Dana is a world leader in the supply of axles; driveshafts; and
structural, sealing, and thermal management products.  The
company's customer base includes virtually every major vehicle and
engine manufacturer in the global automotive, commercial vehicle,
and off-highway markets, which collectively produce more than
65 million vehicles annually.  The company employs approximately
32,000 people in 26 countries.


DEERFIELD CAPITAL: Gets Relief from Net Worth Covenants
-------------------------------------------------------
Deerfield Capital Corp. has entered into three supplemental
indentures with the holders of trust preferred securities issued
by Deerfield Capital Trust I, Deerfield Capital Trust II and
Deerfield Capital Trust III.  The Supplemental Indentures amend
the consolidated net worth covenants contained in the indentures
governing the Trust Preferred Securities to:

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

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

These provisions supersede the temporary waiver of the Net Worth
Covenants obtained from the holders of the Trust Preferred
Securities in November 2008.  The Supplemental Indentures also
contain provisions prohibiting the Company from incurring
additional indebtedness and declaring additional dividends and
distributions on its capital stock, in each case for the life of
the Trust Preferred Securities and except as specifically
permitted under the terms of the Supplemental Indentures.

Based in Chicago, Ill., Deerfield Capital Corp. (NYSE: DFR) --
http://www.deerfieldcapital.com/-- through its subsidiary,
Deerfield Capital Management LLC, manages client assets, including
bank loans and other corporate debt, RMBS, government securities
and asset-backed securities.  In addition, Deerfield has a
principal investing portfolio comprised of fixed income
investments, including bank loans and other corporate debt and
RMBS.  Assets under management totaled $9.9 billion at July 1,
2009.


DELTA AIR LINES: Reports July 2009 Traffic Results
--------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for July
2009.  System traffic in July 2009, including both Delta and
Northwest operations, decreased 2.5 percent compared to July 2008
on a 3.6 percent decrease in capacity, and load factor increased
1.0 point to 87.7 percent.

Domestic traffic decreased 1.6 percent year over year on a
2.6 percent decrease in capacity. Domestic load factor increased
1.0 point to 88.6 percent.  International traffic decreased 3.9
percent year over year on a 5.0 percent decrease in capacity, and
load factor increased 1.0 point to 86.3 percent.

                       Delta Air Lines
                   Monthly Traffic Results

                         July 2009       July 2008        Change
                         ---------       ---------        ------
RPMs (000):

Domestic                11,746,041      11,935,758        (1.6%)
Mainline                 9,259,655       9,607,288        (3.6%)
Regional                 2,486,386       2,328,471         6.8%

International            7,775,345       8,093,142        (3.9%)
Latin America            1,127,725       1,195,945        (5.7%)
Mainline                 1,102,622       1,138,353        (3.1%)

Regional                    25,103          57,592       (56.4%)
Atlantic                 4,679,014       4,898,325        (4.5%)
Pacific                  1,968,606       1,998,872        (1.5%)

System                   19,521,386      20,028,901        (2.5%)

ASMs (000):

Domestic                13,257,335      13,617,766        (2.6%)
Mainline                10,256,585      10,771,567        (4.8%)
Regional                 3,000,750       2,846,199         5.4%

International            9,014,372       9,487,228        (5.0%)
Latin America            1,296,510       1,437,114        (9.8%)
Mainline                 1,267,047       1,363,592        (7.1%)

Regional                    29,463          73,521       (59.9%)
Atlantic                 5,330,459       5,703,098        (6.5%)
Pacific                  2,387,403       2,347,017         1.7%

System                   22,271,707      23,104,995        (3.6%)

Load Factor

Domestic                     88.6%           87.6%     1.0   pts
Mainline                     90.3%           89.2%     1.1   pts
Regional                     82.9%           81.8%     1.1   pts

International                86.3%           85.3%     1.0   pts
Latin America                87.0%           83.2%     3.8   pts
Mainline                     87.0%           83.5%     3.5   pts

Regional                     85.2%           78.3%     6.9   pts
Atlantic                     87.8%           85.9%     1.9   pts
Pacific                      82.5%           85.2%    (2.7)  pts

System                        87.7%           86.7%     1.0   pts

Passengers Boarded       16,062,346      16,317,834        (1.6%)

Mainline Completion
Factor                        99.4%           98.6%     0.8   pts

Cargo Ton Miles (000):
Mail                         6,887           9,358       (26.4%)
Freight                    197,297         246,574       (20.0%)

System                      204,185         255,932       (20.2%)

                       Delta Air Lines
                 Year-To-Date Traffic Results

                         July 2009       July 2008        Change
                         ---------       ---------        ------
RPMs (000):

Domestic                68,867,942      74,082,279        (7.0%)
Mainline                54,079,669      59,349,130        (8.9%)
Regional                14,788,273      14,733,149         0.4%

International           42,670,920      46,696,639        (8.6%)
Latin America            7,123,747       7,940,874       (10.3%)
Mainline                 7,000,015       7,554,757        (7.3%)

Regional                   123,732         386,117       (68.0%)
Atlantic                24,467,245      25,801,138        (5.2%)
Pacific                 11,079,929      12,954,627       (14.5%)

System                  111,538,862     120,778,918        (7.7%)

ASMs (000):

Domestic                82,940,970      89,206,539        (7.0%)
Mainline                63,708,113      70,335,753        (9.4%)
Regional                19,232,856      18,870,786          1.9%

International           54,080,642      56,853,445        (4.9%)
Latin America            9,171,002       9,801,584        (6.4%)
Mainline                 8,992,474       9,296,740        (3.3%)

Regional                   178,528         504,844       (64.6%)
Atlantic                31,102,977      31,912,712        (2.5%)
Pacific                 13,806,663      15,139,150        (8.8%)

System                  137,021,611     146,059,984        (6.2%)

Load Factor

Domestic                     83.0%           83.0%    0.0   pts
Mainline                     84.9%           84.4%    0.5   pts
Regional                     76.9%           78.1%   (1.2)  pts

International                78.9%           82.1%   (3.2)  pts
Latin America                77.7%           81.0%   (3.3)  pts
Mainline                     77.8%           81.3%   (3.5)  pts

Regional                     69.3%           76.5%   (7.2)  pts
Atlantic                     78.7%           80.8%   (2.1)  pts
Pacific                      80.3%           85.6%   (5.3)  pts

System                        81.4%           82.7%   (1.3)  pts

Passengers Boarded       95,422,718     102,733,044        (7.1%)

Cargo Ton Miles (000):
Mail                        46,839          66,050       (29.1%)
Freight                  1,168,380       1,718,218       (32.0%)

System                    1,215,218       1,784,268       (31.9%)

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.  The merger closed on October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represented the Northwest Debtors in their
restructuring efforts.  On May 21, 2007, the Court confirmed the
Northwest Debtors' amended plan.  That amended plan took effect
May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

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


DELTA PETROLEUM: Second Quarter Net Loss Widens to $180.4MM
-----------------------------------------------------------
Delta Petroleum Corp. reported wider net loss of $180.4 million
for the second quarter ended June 30, 2009, from a $23.2 million
net loss during the same period a year ago.  For the six months
ended June 30, 2009, the Company reported a net loss of
$209.9 million from a $44.3 million net loss during the same
period a year ago.

Delta booked a net loss attributable to Delta common stockholders
of $172.3 million for the three months ended June 30, 2009.  Delta
booked a net loss attributable to Delta common stockholders of
$197.8 million for the six months ended June 30, 2009.

As of June 30, 2009, Delta had $1.66 billion in total assets; and
$366.5 million in total current liabilities and $463.8 million in
total long-term liabilities.

                        Going Concern Doubt

The Company had at June 30, 2009, a working capital deficiency of
$225.5 million, including $83.0 million outstanding under its
credit agreement and $83.3 million outstanding under the credit
agreement of DHS Drilling Company, the Company's 49.8% subsidiary.
The net loss and working capital deficiency, the Company said,
raises substantial doubt about the Company's ability to continue
as a going concern.

At June 30, 2009, the Company was in compliance with its quarterly
financial covenants under its credit agreement; however,
projections indicate that without an increase in Rocky Mountain
natural gas prices upon which the majority of the Company's
production is sold, the senior secured debt to EBITDAX ratio
covenant in its credit agreement could be violated within the next
twelve months.  The borrowing base under the Company's credit
agreement is to be redetermined effective September 1, 2009.  A
decrease in the borrowing base determined by the lenders would
decrease the Company's remaining availability under the line of
credit.

                            DHS Default

At June 30, 2009, DHS was in not in compliance with its obligation
to provide to Lehman Commercial Paper, Inc., by March 31 of each
year audited financial statements reported on without a going
concern qualification or exception by the independent auditor and
DHS's previous forbearance agreement with LCPI expired on June 15,
2009.  In addition, DHS was not in compliance with its various
financial covenants as of June 30, 2009.  Although DHS is in
ongoing negotiations with LCPI to modify the terms of the existing
DHS credit facility, there can be no assurance that DHS will be
able to renegotiate the terms of its debt agreement.  The DHS
facility is non-recourse to Delta.

The Company had $79.0 million of accounts payable at June 30,
2009, which if not timely paid could result in liens filed against
the Company's properties or withdrawal of trade credit provided by
vendors, which in turn could limit the Company's ability to
conduct operations on its properties.

On May 13, 2009, Delta completed an underwritten public offering
of 172.5 million shares of common stock at $1.50 per share for net
proceeds of $247.2 million.  On May 19, 2009, the Company received
$48.7 million of net proceeds related to the first portion of the
judgments awarded on the offshore litigation with the U.S.
government.  With proceeds from the transactions, the Company has
reduced borrowings outstanding under the credit facility from
$294.5 million at December 31, 2008 to $83.0 million at June 30,
2009, with $140.8 million of remaining availability based on the
current $225.0 million borrowing base.

Delta continues to have the support of its banking group and is
confident that the September bank re-determination will not have a
material impact on the Company's effort to preserve liquidity.  In
addition, Delta reduced its accounts payable from $159.0 million
at December 31, 2008, to $79.0 million at June 30, 2009.

During May 2009, DHS sold Rig #7 for cash proceeds of $7.8 million
which, combined with proceeds from minor spare equipment sales and
the collection of accounts receivable, were used to reduce
borrowings outstanding under the DHS credit facility from
$93.8 million at December 31, 2008 to $83.3 million at June 30,
2009.  DHS remains out of compliance with the debt covenants under
its credit facility and its previous forbearance agreement has
expired.  DHS is at risk of losing their assets if they are not
able to successfully negotiate a new credit agreement with Lehman
Commercial Paper.

While the May 2009 public equity offering has substantially funded
the Company's near term liquidity needs, the Company continues to
pursue other potential capital raising activities, such as joint
ventures, or other industry partnerships, or non-core asset
dispositions.  In addition, the Company continues to limit its
capital expenditure program and has implemented additional cost
saving measures, including a second reduction in force during June
2009, that when combined with the March 2009 reduction in force,
has reduced the Company's total number of employees by 50%.

Depending on changes in commodity prices, the outcome of the
Company's borrowing base re-determination scheduled for
September 1, 2009, and developments related to the Company's
remaining offshore litigation, the Company will evaluate the need
to raise additional capital.  There can be no assurance that the
actions undertaken by the Company will be sufficient to repay the
obligations under the credit agreement, or, if not sufficient, or
if additional defaults occur, that the lenders will be willing to
waive the defaults or amend the agreement.  In addition, there can
be no assurance that cash flow from operations and other sources
of liquidity, including asset sales or joint venture or other
industry partnerships, will be sufficient to meet contractual,
operating and capital obligations.

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?4154

On August 6, Delta held an earnings conference call to discuss its
financial and operating results for the June 30 quarter.  A full-
text copy of the opening remarks of the conference call is
available at no charger at http://ResearchArchives.com/t/s?4155

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

As reported by the Troubled Company Reporter on March 3, 2009,
KPMG LLP in Denver, Colorado, raised substantial doubt about Delta
Petroleum Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the periods
ended December 31, 2008, and 2007.  The auditors related that the
Company has suffered recurring losses from operations, has a
working capital deficiency, and was not in compliance with its
debt covenants at December 31, 2008.

According to the TCR on March 9, 2009, Moody's Investors Service
downgraded Delta Petroleum Corporation's (Delta) $150 million 7%
senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD
5, 76%).  Moody's also downgraded Delta's Corporate Family Rating
to Caa3 from Caa2 and its Probability of Default Rating to Caa3
from Caa2.  Delta's Speculative Grade Liquidity rating remains at
SGL-4.  Moody's said that the outlook is negative.

The TCR reported on March 6, 2009, Standard & Poor's Ratings
Services said that it lowered the corporate credit rating on
exploration and production company Delta Petroleum Corp. to 'CCC'
from 'B-'.  S&P removed all ratings from CreditWatch with negative
implications where they were placed on January 16, 2009, because
of concerns about near-term liquidity and covenant compliance.
S&P said that the outlook is developing.


DUNE ENERGY: Narrows Net Loss to $16.4 Million in Q2 2009
---------------------------------------------------------
Dune Energy Inc. said net loss totaled $16.4 million for
the second quarter of 2009, versus a $33.1 million loss for
the second quarter of 2008.  The second quarter 2008 loss
included a $24.5 million loss for discontinued operations in
the Barnett Shale of North Texas.  Preferred stock dividends
were $10.5 million in the second quarter of 2009 versus
$74.7 million in the second quarter of 2008 primarily reflecting
the difference in coupon rate of the preferred stock and the
$68.4 million dividend associated with the change in conversion
price of the preferred which occurred in the second quarter of
2008.  Net loss per share both basic and fully diluted for the
quarter was $0.21, based on 125.2 million weighted average shares
outstanding as compared with $1.24 loss in the second quarter of
2008 with 86.9 million weighted average shares outstanding.  The
increased outstanding common shares are predominately associated
with conversion of preferred shares into common shares.

For the six months ended June 30, 2009, the Company posted a
$28.4 million net loss compared to a $41.8 million net loss for
the same six-month period a year ago.

Revenue for the second quarter totaled $14.9 million as compared
with $51.5 million for the second quarter of 2008.  The primary
reasons behind the decrease in revenue were lower production and
lower average sales prices in the second quarter of 2009 versus
the second quarter of 2008.

As of June 30, 2009, the Company had $382.3 million in total
assets; and $355.6 million in total liabilities and $213.4 million
in Redeemable convertible preferred stock; resulting in
$186.7 million in stockholders' deficit.  The Company had
$252.0 million in accumulated deficit as of June 30, 2009.

At the end of the quarter cash was $12.8 million versus
$15.5 million at year end 2008.  Accounts payable were
$7.5 million in the current quarter versus $21.7 million at year
end 2008.  Availability under the Wells Fargo Foothill Revolver
was reduced to $35 million after the year end redetermination.
Currently there is $17 million drawn against the revolver and
$8.8 million issued in standby letters of credit.  The $17 million
is now considered a current liability as the maturity of the
revolver is May 15, 2010.

Under the Wells Fargo Foothill revolver, the Company is required
to maintain $10 million of cash or availability at the end of each
quarter.

                         Mid-Year Reserves

The Company prepared a mid-year unaudited reserve report for
review of the borrowing base with Wells Fargo Foothill.  Based on
this review proved reserves were 138.1 Bcfe up from 133.0 Bcfe at
year end 2008. Oil reserves were 9.2 million barrels and natural
gas reserves were 82.6 Bcf. PV10 based on NYMEX strip pricing as
of June 30, 2009 was $460 million.  Probable and possible reserves
were an additional 23.2 Bcfe with a PV10 value of $42 million.
Exploratory upside associated with unbooked prospects at Garden
Island Bay, Bateman Lake and Chocolate Bayou could add an
additional net 142 Bcfe on an unrisked basis with a PV10 of
$388 million.  The potential reserves are dependent of
successfully establishing joint ventures for the drilling of the
various prospects.  By category 43.3% of the mid year reserves
were proved developed producing, 21.6% were proved behind pipe and
35.1% were proved undeveloped.  At year end 2008 the category
breakdown was 33.4%, 33.2% and 33.4% respectively.

                Common Equity and Preferred Shares

At the end of the quarter there were 139.4 million common shares
outstanding up from 108.0 million at the end of the first quarter
reflecting the conversion of 21,116 preferred shares into
31.2 million new common shares.  This total includes 19.1 million
common shares issued to pay make whole premiums.  The make whole
premium can be paid at Dune's election in cash or shares of common
stock.  When paid in shares of common stock, this creates
significant dilution for the common stock holders.  This provision
is only applicable through June of 2010.  At the end of the
quarter there were 221,686 preferred shares outstanding.

James A. Watt, President and Chief Executive Officer commented
"This has been a challenging year for Dune and the industry.  We
have restructured our business plan to utilize available cash flow
coupled with industry joint ventures to fund our ongoing projects.
Once the uncertainty associated with the dilutive impact of the
make whole shares is behind us, we believe that our positive
operating results and the upside potential of many of our fields
should translate into increased value for the common equity."

A full-text copy of Dune Energy's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?4147

                       About Dune Energy

Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company.  Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast.  Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.


EINSTEIN NOAH: General Counsel and Secretary Jill Sisson to Retire
------------------------------------------------------------------
Jill B. W. Sisson, Einstein Noah Restaurant Group's General
Counsel and Secretary and a named executive officer, on August 3,
2009, gave notice of her intent to retire effective September 3,
2009.  Ms. Sisson has acted as a consultant to the Company since
December 2003.

Ms. Sisson joined the company as a consultant in December 2003 and
was appointed as General Counsel and Secretary at that time.

Jeff O'Neill, Chief Executive Officer and President of Einstein
Noah, stated, "On behalf of the executive team and the board of
directors, I want to thank Jill for her commitment to our company
and wish her the best in her well-deserved retirement. Jill leaves
behind a strong legacy at Einstein Noah and a distinguished record
of service. We have truly valued her leadership, legal expertise,
and the exemplary role she has displayed in demonstrating our
company values."

Jill Sisson, stated, "I have been fortunate to work at Einstein
Noah for nearly six years and it has been both personally and
professionally rewarding to participate in the growth and success
of this company. After a very satisfying legal career, I am
looking forward to the next chapter in my life.

                  About Einstein Noah Restaurant

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

As of June 30, 2009, the Company had $172.9 million in total
assets; and $186.5 million in total liabilities; resulting in
$13.6 million stockholders' deficit.


EINSTEIN NOAH: Posts Slightly Lower Net Income in June 30 Quarter
-----------------------------------------------------------------
Einstein Noah Restaurant Group, Inc., reported slightly lower net
income of $6.46 million during the 13 weeks ended June 30, 2009,
from $6.91 million net income for the 13 weeks ended July 1, 2008.
For the 26 weeks ended June 30, 2009, the Company reported net
income of $10.7 million from $8.31 million net income during the
same period ended July 1, 2008.

As of June 30, 2009, the Company had $172.9 million in total
assets; and $186.5 million in total liabilities; resulting in
$13.6 million stockholders' deficit.

Selected Highlights for the Second Quarter 2009:

     -- Substantial improvement in company-owned restaurant
        operating margins of 19.2% drove overall corporate margins
        back to 20.0% in the second quarter;

     -- Total revenues declined a modest $1.0 million to
        $104.4 million vs. $105.4 million in the second quarter of
        2008;

     -- System-wide comparable store sales decreased 2.2%, a 150
        basis point improvement over the first quarter trend;

     -- Net income and diluted EPS of $6.5 million and $0.39,
        respectively, vs. net income and diluted EPS of
        $6.9 million and $0.42 in the second quarter of 2008;

     -- Redeemed $20 million in Series Z Preferred Stock on
        June 30, 2009

Jeff O'Neill, Chief Executive Officer and President of Einstein
Noah, stated, "Our comparable store sales and transaction
performance continued to show improvement during the second
quarter, despite the economic slowdown. We are encouraged by the
early acceptance of our new marketing and merchandising
initiatives.  They are designed to build awareness, trial, and
frequency of our core offerings and new product launches.  In
addition, the operational initiatives we put in place helped to
drive margin improvement by 430 basis points compared to the first
quarter which demonstrated strong progress toward our goal of
returning margins back to historical levels through the balance of
the year.  While there is still much work ahead, we are confident
that Einstein Noah has the brands, the people, and the value
proposition to become a premier destination within the fast casual
restaurant segment."

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?4156

The Company held a conference call on August 6 -- archived on the
Company's Web site at http://ResearchArchives.com/t/s?4157

These points were discussed during the call:

     -- System-wide comparable store sales and related
        transactions for July were at similar levels as the second
        quarter of 2009.

     -- The wheat requirements that the Company has locked in for
        2010 will be $1 per bushel lower from what the Company
        will pay in fiscal 2009.

                  About Einstein Noah Restaurant

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.


EMPIRE RESORTS: Delays Filing of June 30 Quarterly Report
---------------------------------------------------------
Empire Resorts Inc. says its report on Form 10-Q for the period
ended June 30, 2009, could not be filed without unreasonable
effort or expense because it was unable to obtain all needed
information by the filing due date.

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


EMPIRE RESORTS: Receives Default Notice From 5-1/2% Noteholders
---------------------------------------------------------------
Empire Resorts, Inc., on August 3, 2009, received a notice from
Plainfield Special Situations Master Fund Limited, Highbridge
International LLC and Whitebox Advisors LLC -- purported
beneficial owners of $48,730,000 principal amount of the Company's
5-1/2% senior convertible notes -- alleging that an event of
default has occurred with respect to the Notes and reserving their
respective rights and remedies.

The noteholders allege that an event of default has occurred as a
result of the Company's failure to pay the principal amount of the
Notes plus accrued and unpaid interest and liquidated damages upon
their purported timely exercise of certain put rights under the
indenture dated as of July 26, 2004 by and among the Company and
The Bank of New York Mellon Corporation/

The Notice did not include copies of executed put exercise notices
required under the Indenture to exercise a put.

Consequently, the Company is of the view that no exercise of any
put rights has occurred and that the Notes will mature on July 31,
2014.

On August 5, 2009, the Company filed a declaratory judgment action
against the beneficial owners of the Notes, as well as The
Depository Trust Company and the Trustee, in the Supreme Court of
the State of New York in Sullivan County.

In its complaint, the Company seeks a judicial determination that
(1) no Holder, as defined under the Indenture, delivered a Put
Notice to the office of the Trustee within the lawfully mandated
time for exercise of a Holder's put rights under the Indenture
prior to the close of business on July 31, 2009, and that (2) the
Notes, in the full amount of $65,000,000, mature on July 31, 2014.

A full-text copy of the letter is available at no charge at:

               http://ResearchArchives.com/t/s?415c

                       About Empire Resorts

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


EMPIRE RESORTS: Register 5,000,000 Shares Under 2005 Equity Plan
----------------------------------------------------------------
Empire Resorts Inc. filed with the Securities and Exchange
Commission on Form S-8 to register an additional 5,000,000 shares
of its common stock, $0.01 par value per share, issuable under the
Company's Amended and Restated 2005 Equity Incentive Plan.

The increase in the number of shares authorized for issuance under
the Plan from 3,500,000 to 8,500,000 was approved by the Company's
stockholders at the 2009 annual meeting held on June 16, 2009.  On
March 31, 2006, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No.
333-132889) registering of 3,500,000 shares of Common Stock, which
were to be issued in connection with the Plan.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?415d

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


ENERGY PARTNERS: Chapter 11 Filing Raises Going Concern Doubt
-------------------------------------------------------------
KPMG LLP in New Orleans, Louisiana, raised substantial doubt about
Energy Partners, Ltd.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended December 31, 2008, and 2007.  The Company noted that
the Company filed voluntary petitions on May 1, 2009, for
reorganization under Chapter 11.

At December 31, 2008, the Company's balance sheet showed total
assets of $766,766,000, total liabilities of $709,647,000 and
stockholders' equity of 57,119,000.

For fiscal year ended December 31, 2008, the Company posted a net
loss of $52,212,000 compared with a net loss of $79,955, for the
same period in 2008.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4142

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

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


FINLAY ENTERPRISES: Discloses Terms of Gordon Brothers Agency Deal
------------------------------------------------------------------
Finlay Fine Jewelry Corporation, a wholly owned subsidiary of
Finlay Enterprises, Inc., on August 5, 2009, entered into an
Agency Agreement with Gordon Brothers Retail Partners, LLC,
pursuant to which Finlay Jewelry appointed Gordon Brothers to act
as Finlay Jewelry's agent to conduct "store closing" or similar
sales of merchandise located at all of Finlay Jewelry's retail
store locations and Finlay Jewelry's two distribution centers.

Subject to certain conditions, Gordon Brothers guarantees that the
proceeds of the Sale will equal 64.75% of the aggregate cost value
of the merchandise.  To the extent that the Sale generates
sufficient proceeds to cover the Guaranteed Amount and the
reimbursement of the expenses enumerated in the Agency Agreement,
Gordon Brothers will be paid a base agency fee of 4.25% of the
aggregate cost value of the merchandise that is sold during the
Sale, and an additional fee of 2.125% of the documented cost of
any additional merchandise that is procured by Gordon Brothers on
consignment and sold during the Sale.

To the extent that the proceeds that are received from the Sale
exceed the sum of (i) the Guaranteed Amount, (ii) the Expenses
that are incurred during the conduct of the Sale, and (iii) the
Agent's Fee, any additional proceeds that are obtained from the
Sale shall be shared 50% as to Finlay Jewelry and 50% as to Gordon
Brothers.

In the event that a party other than Gordon Brothers is selected
to conduct the Sale, or Finlay Jewelry's retail stores are
otherwise disposed of or sold to one or more third parties, Gordon
Brothers will be paid a break-up fee of $850,000.

Notwithstanding, if a party other than Gordon Brothers is selected
by Finlay to conduct the Sale at the retail stores that are not
the subject of the Consulting Agreement, and Gordon Brothers
continues to provide consulting services to Finlay Jewelry in
accordance with the terms of the Consulting Agreement and the
Consignment Agreement, the Break-Up Fee will be $100,000.

The Agency Agreement, including the Break-Up Fee, is subject to
the approval of the United States Bankruptcy Court for the
Southern District of New York and will be of no force and effect
if the Court does not approve the Agency Agreement by September 2,
2009.  The Agency Agreement is also subject to higher or better
bids to be submitted as part of a competitive bidding process to
be approved by the Court.

Finlay Jewelry and Gordon Brothers are also parties to these
agreements:

     (a) a consulting agreement, dated as of March 20, 2009, as
         amended by an amendment dated May 20, 2009, pursuant to
         which Gordon Brothers agreed to act as Finlay Jewelry's
         consultant in relation to the clearance of merchandise
         located at 58 of Finlay Jewelry's specialty stores;

     (b) a consulting agreement, dated as of March 20, 2009,
         pursuant to which Gordon Brothers agreed to act as Finlay
         Jewelry's consultant in relation to the clearance of
         merchandise located at 526 leased department store
         locations; and

     (c) a consignment agreement, dated as of April 6, 2009,
         pursuant to which Gordon Brothers was permitted to
         consign additional merchandise to Finlay Jewelry for
         sale.

With the exception of the Agency Agreement and the Prior
Agreements, there is no material relationship between Finlay and
Gordon Brothers.

A full-text copy of the Agency Agreement is available at no charge
at http://researcharchives.com/t/s?4148

As reported by the Troubled Company Reporter, Finlay and Finlay
Jewelry filed voluntary petitions for relief under chapter 11 of
Title 11 of the United States Bankruptcy Code on August 5.  The
Company will continue to operate 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.

Finlay said the Chapter 11 filing constitutes, or may constitute,
an event of default or otherwise triggers, or may trigger,
repayment obligations under the terms of certain instruments and
agreements relating to direct financial obligations of the
Company.  As a result of an event of default or triggering event,
all obligations under the Debt Documents would by the terms of the
Debt Documents have, or may have become, automatically and
immediately due and payable.  The Company believes that any
efforts to enforce such payment obligations under the Debt
Documents are stayed as a result of the filing of the Chapter 11
Petitions in the Court.  The Debt Documents include, without
limitation:

     -- the Fourth Amended and Restated Credit Agreement, dated
        as of November 9, 2007, by and among Finlay, as borrower,
        the banks and other financial institutions, General
        Electric Capital Corporation (as a lender and as agent for
        the Lenders), and Wachovia Bank, NA, as documentation
        agent for the Lenders, which governs the Company's
        $216.6 million revolving line of credit;

     -- the Indenture dated as of November 26, 2008, with HSBC
        Bank U.S.A., National Association, as trustee, of Finlay
        Jewelry's 11.375%/12.125% Senior Secured Second Lien Notes
        due June 1, 2012;

     -- the Indenture dated as of November 26, 2008, with HSBC
        Bank U.S.A., National Association, as trustee, of Finlay
        Jewelry's 8.375%/8.945% Senior Secured Third Lien Notes
        due June 1, 2012;

     -- the Indenture dated as of June 3, 2004 (as amended on
        November 26, 2008), with HSBC Bank U.S.A., National
        Association, which has resigned as trustee and has
        appointed U.S. Bank National Association, as successor
        trustee, of Finlay Jewelry's 8-3/8% Senior Notes due
        June 1, 2012; and

     --various operating leases, some or all of which may require
        notice to the Company before the occurrence of an event of
        default or triggering event.

                     About Finlay Enterprises

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of $754.3
million in fiscal 2008. The number of locations at the end of the
second quarter ended August 1, 2009 totaled 182, including 67
Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the Petition Date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FINLAY ENTERPRISES: Ch. 11 Filing Cues Moody's Rating Cut to 'D'
----------------------------------------------------------------
Moody's Investors Service downgraded Finlay Fine Jewelry
Corporation's Probability of Default Rating to D from Ca/LD
following its voluntary filing for Chapter 11 bankruptcy along
with its parent company (Finlay Enterprises Inc).  All other
existing ratings were affirmed.  Given that Finlay has filed for
bankruptcy, subsequent to the action all ratings will be
withdrawn.

Ratings lowered:

  -- Probability of default rating to D from Ca/LD

Ratings affirmed

  -- Corporate family rating at Ca
  -- 8.375% senior unsecured notes rating at C (LGD6, 92%)

Moody's last rating action for Finlay occurred on July 8, 2009,
when the company's Probability of Default Rating was downgraded to
Ca/LD from Caa3.

Finlay Fine Jewelry, headquartered in New York City, is a retailer
of fine jewelry operating stand-alone specialty jewelry stores and
licensed jewelry departments in department stores throughout the
United States.  The company achieved sales of approximately
$754 million in fiscal 2008.


FINLAY ENTERPRISES: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
unsolicited 'D' ratings on Finlay Enterprises Inc. and its wholly
owned subsidiary, Finlay Fine Jewelry Corp.  The company and each
of its U.S. subsidiaries filed for protection under Chapter 11 of
the Bankruptcy Code on August 5, 2009.

                           Ratings List

                     Finlay Enterprises Inc.

        Ratings Withdrawn                 To        From
        -----------------                 --        ----
        Corporate credit rating           NR        D

                     Finlay Fine Jewelry Corp.

        Ratings Withdrawn                 To        From
        -----------------                 --        ----
        Corporate credit rating           NR        D
        Senior secured debt               NR        D
        Recovery Rating                   NR        6
        Senior unsecured debt             NR        D
        Recovery Rating                   NR        6


FIRST BANKS: Defers Interest Payments on Jr. Subordinated Notes
---------------------------------------------------------------
First Banks Inc. intends to defer regularly scheduled interest
payments on its outstanding junior subordinated notes relating to
its $345.0 million of trust preferred securities in conjunction
with the full implementation of its Capital Optimization Plan.

The terms of the junior subordinated notes and the related trust
indentures allow the Company to defer the payments of interest for
up to 20 consecutive quarterly periods without default or penalty.

The deferral of the payments is to begin with the regularly
scheduled quarterly interest payments that would otherwise have
been made in September and October of this year.  During the
deferral period, the Company may not, among other things and with
limited exceptions, pay cash dividends on or repurchase its common
stock or preferred stock nor make any payment on outstanding debt
obligations that rank equally with or junior to the junior
subordinated notes.  The Company also intends to suspend the
payment of cash dividends on its outstanding common stock and
preferred stock.  The Company expects that its deferral of
interest on the junior subordinated notes and its suspension of
cash dividends on its common stock and preferred stock will
preserve approximately $8.0 million per quarter based upon the
interest and dividend payments completed in the first and second
quarters of 2009.

During 2008, First Banks initiated the Capital Optimization Plan
to preserve risk-based capital during the current and continuing
economic downturn.  First Banks has completed a number of
significant actions with respect to the Plan, including:

     -- Completion of a cumulative investment of $125.0 million
        throughout 2008 from existing shareholders into First
        Bank;

     -- Issuance of $295.4 million of senior preferred stock and a
        related warrant to the U.S. Treasury pursuant to the
        Troubled Asset Relief Program's Capital Purchase Program
        on December 31, 2008;

     -- Reduction of First Banks' net risk-weighted assets by
        $1.43 billion from $10.25 billion at December 31, 2007 to
        $8.82 billion at June 30, 2009 which had the effect of
        increasing the Company's risk-based capital by
        approximately $142.6 million; and

     -- Significant reduction in certain controllable expenses
        including, but not limited to, compensation, marketing and
        business development, travel and entertainment and office
        supplies.

In addition to these completed initiatives, First Banks expects to
complete these additional capital optimization initiatives over
the course of the next two quarters:

     -- The sale of certain assets and the transfer of certain
        liabilities of its Texas franchise to Sterling Bank under
        a purchase and assumption agreement.  The transaction,
        which is expected to close in the fourth quarter of 2009,
        is expected to allow for the redeployment of in excess of
        $50.0 million of risk-based capital through the deposit
        premium of approximately $30.0 million and the reduction
        in net risk-weighted assets of $225.5 million, which will
        have the effect of increasing the Company's risk-based
        capital by approximately $22.5 million;

     -- The engagement of Hovde Financial, Inc. to represent First
        Banks in the potential divestiture of its Chicago
        franchise which has approximately $640.5 million and $1.20
        billion of loans and deposits at June 30, 2009,
        respectively; and

     -- The potential sale of other non-core ancillary businesses
        which would generate approximately $40.0 million to $50.0
        million of additional risk-based capital.

At June 30, 2009, First Banks was considered "well-capitalized"
with total risk-based, tier 1 risk-based, and tier 1 leverage
ratios of 10.72%, 6.73% and 5.89%, respectively. First Banks also
had significant available liquidity at June 30, 2009 with cash and
cash equivalents of $873.5 million.

Terrance M. McCarthy, President and Chief Executive Officer of
First Banks, said, "As the length and severity of the economic
downturn has progressed, we have continued to adjust our business
strategies and capital plans accordingly.  We continue to position
the Company to both survive the storm as well as position it for
growth once the downturn subsides.  While no one can fully project
the future length and severity of the economic cycle, we are
managing to the expectation that it could continue for the
foreseeable future.  During the second quarter of 2009, we saw
evidence from our customers that the pace of deterioration is
slowing but still continuing.  We have been fortunate over the
years to have built a successful and valuable franchise and
business segments that we can now look to as sources of capital to
support the Company's future projected capital needs. The proceeds
from these initiatives will be used to support our core banking
franchise throughout our Missouri, Illinois, California and
Florida markets."

St. Louis, Missouri-based First Banks Inc. --
http://www.firstbanks.com/-- the parent company of First Bank,
had assets of $10.40 billion at June 30, 2009 and currently
operates 210 branch banking offices in California, Florida,
Illinois, Missouri and Texas.  Through its subsidiary bank, First
Bank, the Company offers a broad range of financial products and
services to consumers, businesses and institutions.


FIRST BANKS: Defers Interest Payments on Trust Preferreds
---------------------------------------------------------
First Banks, Inc., the parent company of First Bank, intends to
defer regularly scheduled interest payments on its outstanding
junior subordinated notes relating to its $345.0 million of trust
preferred securities.  The terms of the junior subordinated notes
and the related trust indentures allow the Company to defer such
payments of interest for up to 20 consecutive quarterly periods
without default or penalty.  The deferral of these payments is to
begin with the regularly scheduled quarterly interest payments
that would otherwise have been made in September and October of
this year.  During the deferral period, the Company may not, among
other things and with limited exceptions, pay cash dividends on or
repurchase its common stock or preferred stock nor make any
payment on outstanding debt obligations that rank equally with or
junior to the junior subordinated notes.  Accordingly, the Company
also intends to suspend the payment of cash dividends on its
outstanding common stock and preferred stock.  The Company expects
that its deferral of interest on the junior subordinated notes and
its suspension of cash dividends on its common stock and preferred
stock will preserve approximately $8.0 million per quarter based
upon the interest and dividend payments completed in the first and
second quarters of 2009.

At June 30, 2009, First Banks was considered "well-capitalized"
with total risk-based, tier 1 risk-based, and tier 1 leverage
ratios of 10.72%, 6.73% and 5.89%, respectively.  First Banks also
had significant available liquidity at June 30, 2009, with cash
and cash equivalents of $873.5 million.

Terrance M. McCarthy, President and Chief Executive Officer of
First Banks, said, "As the length and severity of the economic
downturn has progressed, we have continued to adjust our business
strategies and capital plans accordingly.  We continue to position
the Company to both survive the storm as well as position it for
growth once the downturn subsides.  While no one can fully project
the future length and severity of the economic cycle, we are
managing to the expectation that it could continue for the
foreseeable future.  During the second quarter of 2009, we saw
evidence from our customers that the pace of deterioration is
slowing but still continuing.  We have been fortunate over the
years to have built a successful and valuable franchise and
business segments that we can now look to as sources of capital to
support the Company's future projected capital needs.  The
proceeds from these initiatives will be used to support our core
banking franchise throughout our Missouri, Illinois, California
and Florida markets."

Based in St. Louis, Missouri, First Banks, Inc. --
http://www.firstbanks.com/-- had assets of $10.40 billion at
June 30, 2009, and currently operates 210 branch banking offices
in California, Florida, Illinois, Missouri and Texas. Through its
subsidiary bank, First Bank, the Company offers a broad range of
financial products and services to consumers, businesses and
institutions.


FIRSTPLUS FINANCIAL: Can Employ Cox Smith as Attorneys
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted FirstPlus Financial Group Inc. permission to employ Cox
Smith Matthews Incorporated as its attorneys, nunc pro tunc to the
petition date.

The firm has agreed to:

  a) take all necessary action to protect and preserve the estate
     of the Debtor, including the prosecution of actions filed in
     the Bankruptcy Court on the Debtor's behalf, the defense of
     any action commenced against the Debtor in the Bankruptcy
     Court, the negotiation of disputes in which the Debtor is
     involved, and the preparation of objections to claims filed
     against the Debtor's estate;

  b) prepare on behalf of the Debtor all motions, applications,
     answers, orders, reports, and papers in connection with the
     administration and prosecution of the Debtor's bankruptcy
     case;

  c) assist the Debtor in connection with any proposed sale or
     acquisition of assets pursuant to Bankruptcy Code section
     363;

  d) advise the Debtor in respect of bankruptcy and issues
     pertinent to the bankruptcy case, or other such services as
     requested; and

  e) perform all other legal services in connection with the
     Chapter 11 case.

The firm's hourly rates are:

     Professional               Designation   Hourly Rate
     ------------               -----------   -----------
     George H. Tarpley, Esq.    Shareholder      $550
     Aaron M. Kaufman, Esq.     Associate        $265
     Deborah Andreacchi         Paralegal        $165

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N. D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.


FIRSTPLUS FINANCIAL: Creditors Meeting Continued to August 21
-------------------------------------------------------------
William T. Neary, United States Trustee for Region 6, has
continued the meeting of creditors of FirstPlus Financial Group,
Inc. to August 21, 2009, at 10:30 a.m. at the Office of the United
States Trustee, 1100 Commerce Street, Room 976, in Dallas, Texas.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N. D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.


FIRSTPLUS FINANCIAL: Taps John Clarson for General Corp. Advice
---------------------------------------------------------------
FirstPlus Financial Group, Inc. asks the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ John
Clarson, Esq., as special counsel, nunc pro tunc to the petition
date.

John Clarson has agreed to provide general corporate advice and
services to the Debtor, which includes, inter alia, advising the
Debtor of its SEC reporting obligations, assisting the Debtor in
complying with said obligations, drafting and reviewing
agreements, proposed transactions, board meeting minutes, stock
transfer items, and other similar secretarial matters.

Mr. Clarson's hourly rate is $175.

Mr. Clarson tells the Court that he does not hold or represent an
interest adverse to the Debtor and its estate with respect to the
matters for which he is seeking to be retained.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.


FIRSTPLUS FINANCIAL: Taps Michael Eberhardt to Advise CFO
---------------------------------------------------------
FirstPlus Financial Group, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ
Michael C. Eberhardt, Esq., as special counsel, nunc pro tunc to
the petition date.

Michael C. Eberhardt, Esq., has agreed, among others, to:

  a) advise the Audit Committee and the Debtor's chief financial
     officer regarding the generation of current financial
     statements and retrieving relevant information, including
     missing bank and brokerage accounts;

  b) ensure proper engagement and oversight of outside auditors,
     and maintain communications with the outside auditors to
     assist the Audit Committee in fulfilling its oversight
     obligations; and

  c) advise the Audit Committee in revising its company policies,
     including insider stock trades, transactions with related
     parties, disclosure of conflicts of interest and,
     importantly, cooperation with federal criminal
     investigations.

Mr. Eberhardt's hourly rate is $195.

Mr. Eberhardt tells the Court that he does not hold or represent
an interest adverse to the Debtor or to the estate with respect to
the matters for which he seeks to be retained.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.


FIRSTPLUS FINANCIAL: Taps Patton Boggs for DOJ Probe
----------------------------------------------------
FirstPlus Financial Group, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ Patton
Boggs, LLP as its special counsel, nunc pro tunc to the petition
date.

The Debtor says that the employment of Patton Boggs is necessary
to enable it to interact with and assist the Department of Justice
regarding ongoing federal investigations of certain of its current
and former directors, officers and alleged consultants.

Patton Boggs has agreed, among others, to:

  a) take all necessary actions to ensure the Debtor's cooperation
     with ongoing federal investigations;

  b) monitor the status of the Department of Justice's
     investigations and prospective indictments; and

  c) work with the Debtor's bankruptcy counsel to ensure that the
     appropriate governmental authorities are kept apprised of the
     actions taken in the Bankruptcy Court.

Patton Boggs' hourly rates are:

     S. Cass Weiland, Esq.       $500
     Constance Ariagno, Esq.     $450
     Robert Hawkins, Esq.        $400
     Karen O'Halloran            $200

S. Cass Weiland, Esq., a partner at Patton Boggs, tells the Court
that the firm does not hold or represent an interest adverse to
the Debtor and its estate with respect to the matters for which
the firm seeks to be retained.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.


FONTAINEBLEAU: Cash Collateral Use Extended Until September 3
-------------------------------------------------------------
The Bankruptcy Court has further authorized Fontainebleau Las
Vegas Holdings LLC and its affiliates, on a third interim
basis, to use the Cash Collateral solely and exclusively for the
disbursements set forth in their Budget for the period from
August 9, 2009, until the earliest to occur of (a) the date that
the Interim Order or a Final Order ceases to be in full force and
effect or (b) the occurrence and continuation of a Termination
Event.  A Termination Event will constitute any of these events:

* September 3, 2009;

* the Debtors fail to comply with any of the terms of the
   Interim Order;

* the Debtors seek any modification or extension of the
   Interim Order without the prior written consent of the Term
   Lender Steering Group, or any order be entered, other than
   with the consent of the Term Lender Steering Group,
   amending, supplementing, or modifying the Order in any
   material respect or terminating the use of Cash Collateral
   by the Debtors pursuant to the Interim Order;

* the cumulative aggregate cash disbursements exceed 105% of
   cumulative aggregate amount of cash disbursements for four
   weeks projected in the Budget line "Weekly Subtotal" during
   the term of the Budget; and

* an application filed by any Debtor for the approval of any
   Superpriority Claim or any lien in any of the Cases which is
   senior to the Adequate Protection Obligations or Adequate
   Protection Liens;

provided, however, that the Term Lender Steering Group may waive
in writing any Termination Event.

The Prepetition Agent and the Prepetition Lenders are granted
certain liens and other rights pursuant to Sections 361, 362,
363, and 364 of the Bankruptcy Code with respect to the use of
Cash Collateral granted under the Prepetition Credit Agreement.

The Debtors' authority to use the Cash Collateral will
automatically terminate upon the occurrence of a Termination
Event, all without further order or relief from the Court.  All
of the rights, remedies, benefits, and, protections provided to
the Prepetition Secured Parties under the Third Interim Order
will survive the Termination Event.

From and after the Petition Date, all proceeds of the Collateral,
including all of the Debtors' existing or future cash and Cash
Collateral, will not be used to pay expenses of the Debtors or to
make debt payments except for those debt payments, expenses or
disbursements that are expressly permitted under the Order and
are consistent with the Budget.

The Prepetition Secured Parties are granted a valid and perfected
replacement security interest in, and lien on the Collateral,
which Adequate Protection Liens will be senior to any liens on
the Collateral including any statutory Liens that may exist under
Nevada law, provided, that any Adequate Protection Liens
resulting from use of Cash Collateral under the First Interim
Order and Second Interim Order will not have priority under
Section 364(d) and will instead have the priority set forth in
those Orders.

U. S. Bank National Association, in its capacity as successor
indenture trustee under the Second Mortgage Indenture is granted,
a valid and perfected replacement security interest in and lien
on the Collateral that is subordinated in all respects to the
Liens securing the Prepetition Term Obligations and the Adequate
Protection Obligations and which is subject in all respects to
the rights of the Prepetition Agent and Term Lenders under the
Intercreditor Agreement.

The Adequate Protection Liens will not be (i) subject or junior
to any Lien that is avoided and preserved for the: benefit of the
Debtors' estates under Section 551 of the Bankruptcy Code, or
(ii) subordinated to or made pari passu with any other Lien,
whether under Section 364(d) or otherwise.  The Adequate
Protection Liens are deemed to be valid, enforceable, and
perfected liens, effective as of the Petition Date.

The Prepetition Secured Parties are granted in each of the
Debtors' Cases an allowed, superpriority administrative expense
claim under Section 507(b) of the Bankruptcy Code with respect to
the Adequate Protection Obligations.

Each Debtor and each of its affiliates will forever release,
waive, and discharge the Prepetition Agent and each Prepetition
Term Lender from any claims or defenses as to the extent,
validity, priority, or perfection of the Prepetition Liens or the
Prepetition Term Obligations, or any actions, claims, or defenses
under Chapter 5 of the Bankruptcy Code.  The Prepetition Term
Lenders and Turnberry West Construction, Inc., but not the
Debtors, have agreed that the releases, waivers and discharges of
the Prepetition Agent and each Prepetition Term Lender will not
apply to any Claims and Defenses that have been asserted in a
complaint filed against the Prepetition Agent or Prepetition Term
Lenders by Turnberry in the Court on July 14, 2009.

Any objections to the Motion that have not been previously
resolved or withdrawn are overruled on their merits provided,
that the Court will, based on supplemental briefs to be filed no
later than August 10, 2009, by the Debtors, the Term Lender
Steering Group, and the Mechanic's and Materialsmen's
Lienholders, issue a separate ruling regarding whether it has
jurisdiction over the M&M Lienholders to impose the deadline and
grant the releases.

The Debtors will, on or before August 20, 2009, at 4:00 p.m.,
serve copies of the Cash Collateral Motion, the Third Interim
Order, and a notice of the Final Hearing or a further interim
hearing to be held on August 27, 2009, at 2:00 p.m., to consider
entry of the Final Order or interim order, as the case may be, on
the Interim Notice Parties.  Objections are due on August 25,
2009 at 4:00 p.m.

A full-text copy of the Third Interim Cash Collateral Order and
the Amended Third Interim Cash Collateral Order is available for
free at:

     http://bankrupt.com/misc/FB_CashColl_3rdInterimOrd.pdf
     http://bankrupt.com/misc/FB_CashColl_A3rdInterimOrd.pdf

The Third Interim Cash Collateral Order was amended solely to
correct the objection deadline.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Court OKs Rejection of Employment & Sales Pacts
--------------------------------------------------------------
The Bankruptcy Court has authorized Fontainebleau Las Vegas
Holdings LLC to reject 33 employment contracts and group sales
contracts.  Any proof of claim for damages arising from the
rejections must be filed with the Court on or before August 29,
2009.

Pursuant to Section 365(a) of the Bankruptcy Code, the Debtors
asked the Court to issue an order authorizing Debtor Fontainebleau
Las Vegas, LLC to reject 11 employment contracts of its former
employees, and 21 group sales executory contracts.  A list of the
Contracts to be rejected is available for free at:

           http://bankrupt.com/misc/FB_Reject_11EC.pdf
           http://bankrupt.com/misc/FB_Reject_21GSC.pdf

Due to Fontainebleau Las Vegas's financial situation, each of the
employees was terminated as of the term date and is no longer
employed by Fontainebleau Las Vegas.  Accordingly, to limit any
potential administrative obligations associated with the
Employment Contracts during the Chapter 11 Cases, the Debtors
seek authority for Fontainebleau Las Vegas to reject the
Employment Contracts.  Each employee had entered into an
Employment Contract with Fontainebleau Las Vegas prepetition.

The Group Sales Contracts relate to certain conventions that are
scheduled to occur at the Project on or before June 2010.  With
the construction on hold at the present time, the Project will
not be completed by the scheduled convention date for each Group
Sales Contract which Fontainebleau Las Vegas seeks to reject.
Therefore, the request is necessary because Fontainebleau Las
Vegas is no longer in a position to fulfill the obligations set
forth in the Group Sales Contracts in the timeframe required by
each contract.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Turnberry Agrees to 6 Mos.' License Suspension
-------------------------------------------------------------
Turnberry West Construction Inc., the general contractor for the
"Fontainebleau Las Vegas" casino hotel resort project, has settled
a complaint filed by the Nevada State Contractors Board by
agreeing to a six-month suspension of its license, according to
Las Vegas Sun.

The report says that the settlement, approved by the Contractors
Board July 23, relates to a subcontractors' claim that it's owed
millions of dollars for work on the Project.

The report adds that the settlement with the Contractors Board
involves contracts between Turnberry and F. Rodgers Corp., which
says it is owed $4.022 million on two contracts with Turnberry in
connection wit the Project.

The suspension will still allow Turnberry to continue work on its
current projects but is prohibited from taking on new jobs.

Las Vegas Sun says that Turnberry agreed to resolve undisputed
outstanding claims against its license with the Contractors
Board.

Turnberry also agreed to provide the board a current financial
statement for all cash accounts supporting its license limit.  If
the statement does not support the currently unlimited license
limit, the limit may be lowered, the report adds.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Wants to Scrap TB Realty Marketing Agreement
-----------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC ask the Bankruptcy Court to
allow Debtor Fontainebleau Las Vegas, LLC to reject a Marketing
and Sales Agreement, which is executory in nature, dated June 6,
2007, by and between Fontainebleau Las Vegas and TB Realty, Inc.,
a Nevada corporation.

The Agreement appointed TBR as sales manager for the marketing of
planned condominium/hotel units at the Debtors' Project.
Pursuant to the Agreement, TBR was to (i) develop and implement a
marketing and advertising campaign for the purpose of selling the
Condo/Hotel Units at the Project, (ii) maintain a sales center to
accommodate prospective purchasers of Condo/Hotel Units, and
(iii) cooperate with Fontainebleau Las Vegas' agents in
coordinating all closing arrangements for any sales of
Condo/Hotel Units.

Since the construction of the Project is presently on hold and
market conditions are so highly unfavorable in respect of sales
of condominium/hotel units at the present time, the Debtors aver
that there is no current need for marketing and sales services in
regard to the Condo/Hotel Units.

                  About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: DBRS Confirms Issuer Rating at 'CCC'
------------------------------------------------
DBRS has confirmed the ratings of Ford Motor Company (Ford or the
Company), including Ford's Issuer Rating at CCC (high).  Ford's
Senior Secured Credit Facilities and Long-Term Debt are confirmed
at B (low) and CCC, respectively.  Ford Motor Credit Company LLC
and Ford Credit Canada Limited's short- and long-term debt have
also been confirmed at B (low) and R-5, respectively.  (This
confirmation reflects the maintenance of the one-notch rating
differential between the parent company and the credit company.)

The trend of the ratings has been changed from Stable from
Negative.  The trend change reflects the Company's recent progress
in lowering its cash burn and in firming its market share in the
key North American and European markets.  Ford is developing
positive product momentum, as evidenced by favorable results in
recent quality surveys.  The Company also appears to have
benefited from the difficulties of General Motors Corporation (GM)
and Chrysler Group LLC (Chrysler), both of which have lost market
share through their respective bankruptcy proceedings. DBRS notes,
however, that Ford's ratings continue to reflect very weak
automotive industry conditions, particularly in North America and
Europe.  In addition, although the Company's use of cash appears
to have moderated significantly from very high levels in 2008,
DBRS notes that Ford does continue to burn cash, with liquidity
remaining a concern over the medium term; this remains consistent
with the currently assigned ratings.

The Company's 2009 second quarter results revealed further losses.
However, DBRS notes that Ford's losses narrowed considerably
relative to prior periods, with its cash balances remaining
essentially unchanged.  Ford's consolidated pre-tax loss for the
quarter totaled $424 million, with the automotive operations
incurring a loss of $1.019 billion that was partially offset by
pre-tax earnings of $595 million from the financial services
business.  Results of the automotive operations continue to be
dominated by North America, which incurred a pre-tax loss of
$851 million.  Including special items, the Company's net income
for the second quarter was $2.3 billion, although this
incorporates a gain on debt reduction of $3.4 billion associated
with Ford's recent debt restructuring.

Significantly, the Company's cash balances as of June 30, 2009,
totaled $21.0 billion, effectively unchanged from the
$21.3 billion total as of March 31, 2009.  (DBRS notes that as the
secured revolver was fully drawn in early 2009, Ford's cash
balances represent its primary source of liquidity.)  The constant
cash balances are a function of two items.  First, Ford's
operating-related cash burn in the second quarter amounted to
$1.0 billion, a significant improvement from the $3.7 billion use
of cash in Q1 2009, and a sharp reduction from the $7.2 billion in
cash burned in the last quarter of 2008.  Second, the Company
raised approximately $1.6 billion through a public offering of
345 million common shares.  These two items essentially offset
each other such that, along with minor additional changes in gross
cash, Ford's cash balances remained essentially constant as of the
end of Q2 2009.  The existing cash balances and decreasing use of
cash suggest that the Company has readily sufficient liquidity
through the end of 2009.

However, despite this recent improvement, Ford's financial profile
and liquidity position remain weak and continue to reflect the
assigned ratings.  The Company still faces strong headwinds in its
turnaround.  Should the automotive downturn continue well into
2010 with depressed industry volumes, liquidity could come under
pressure in the second half of next year, although DBRS considers
this scenario as rather unlikely.

With respect to additional sources of liquidity, given its
successful common share offering in May and in light of the
improving performance in recent months, in DBRS's opinion Ford
could potentially tap the equity markets again in the near to
medium term.  The Company would appear to have little room to
raise additional debt as most of its assets are already encumbered
in association with the secured financings executed in late 2006.
Ford is looking to sell its Volvo Cars unit, although the Company
has not given any indication with respect to specific timing.

DBRS believes that the U.S. government-supported restructurings of
GM and Chrysler through bankruptcy could potentially be to the
detriment of Ford.  While the Company was able to reduce total
debt by approximately $10 billion through its debt exchange
completed in Q2 2009, DBRS notes that this did not match
concessions achieved by GM and Chrysler from their creditors.  GM
and Chrysler have also been more aggressive in rationalizing their
dealer networks.  Furthermore, these two companies were able to
fully exchange their respective Voluntary Employee Beneficiary
Association (VEBA) obligations with equity, while Ford has thus
far negotiated the use of stock for up to 50% of its VEBA
obligations, with $6.6 billion in cash obligations remaining.
Ford must also recommence negotiations with the United Auto
Workers and the Canadian Auto Workers to more closely align its
respective union agreements with those more recently obtained by
GM and Chrysler.  DBRS notes that Ford has consistently maintained
that it would not be disadvantaged by the concessions achieved by
GM and Chrysler through bankruptcy.  While DBRS acknowledges that
Ford has been largely successful in substantially revamping its
cost structure outside of bankruptcy, it remains to be seen
whether these advances will essentially match those achieved by
its two Detroit rivals.

However, Ford's differentiation from GM and Chrysler does appear
to have generated some goodwill among consumers.  DBRS notes that
Ford's recent sales momentum in North America is impressive.  In
its native U.S. market, Ford increased its share as of Q2 2009 to
16.4%, a sharp improvement of 2.5 percentage-point change relative
to its first quarter performance of 13.9%.  Additionally, in July,
Ford was one of only two original equipment manufacturers (OEMs)
in the U.S. market to post a year-over-year sales increase, as the
Company benefited from the Car Allowance Rebate System (CARS) that
was implemented near the end of the month.  In Canada, Ford was
the market leader for the month of June and was able to repeat
that achievement in July.  Furthermore, demonstrated improvements
in product quality and a favorable product cadence over the medium
term suggest that Ford should be able to continue its relatively
positive sales performance going forward, although its Detroit
Three peers, particularly GM, are expected to be stronger
competitors in the medium term.

The Stable trend on the ratings reflects DBRS's view that the
severe liquidity pressures that recently faced Ford have now
abated considerably in light of the Company's improving results
and decreasing use of cash.  Additionally, the Company is well
positioned to benefit from an eventual recovery in the U.S.
market, where a material rebound (i.e., total industry sales in
the range of twelve to thirteen million units) from the prevailing
very weak conditions could lead to Ford approaching profitability.
Further positive rating implications could result in the event
that Ford's momentum persists and operating results continue to
improve, strengthening its liquidity position and credit profile.

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.


FRONTIER AIRLINES: Southwest Submits Bid of More Than $170 Million
------------------------------------------------------------------
Southwest Airlines confirmed Monday that the carrier submitted its
binding cash offer of more than $170 million to acquire Frontier
Airlines, which will be sold at auction as part of Frontier's
bankruptcy case.  The bid was submitted to Frontier in accordance
with the procedures established in the U.S. Bankruptcy Court for
the Southern District of New York.

Over the next week, Southwest will discuss its offer with the
various interested parties.  The auction is expected to commence
on Thursday, Aug. 13.  Once the auction is concluded, the
bankruptcy court must still approve the selection of the winning
bidder.  From there, the bid will undergo review by the United
States Department of Justice, which is normal and customary when
one airline is purchasing another.

Southwest said that, at this point, it is premature to release
complete details of its offer, which may change during the auction
process before a winning bid is approved by the bankruptcy court.
The offer contemplates that Southwest acquire approximately 80
percent of Frontier's existing Airbus fleet, which translates into
about 40 aircraft, plus all of Lynx. Initially, Frontier would
operate its Airbus aircraft as it does today, with a planned
retirement of the Airbus fleet and transition to Southwest's
Boeing 737s over a period of approximately 24 months. Despite the
initial reduction in the fleet, Southwest intends to maintain all
existing markets, as well as add new nonstop routes from Denver
that are not served by either Southwest or Frontier today.

"We believe our bid ultimately should be seen as the strongest
offer by all interested parties, including Frontier, its
creditors, Employees, and Customers," said Gary Kelly, Southwest's
Chairman of the Board, President, and CEO.  "Southwest is a
financially stable Company, and through this acquisition, will
continue to provide Denver its historically low fares into the
future.  Frontier is up for sale.  The bankruptcy process will
lead to change at Frontier in any scenario.  Given Southwest's
history and track record of running a successful airline, we
believe that our bid is the best option on the table for Frontier,
Southwest, and the traveling public.  A successful acquisition of
Frontier Airlines by Southwest will expand a network of legendary
low fares to additional cities, add jobs into Southwest through
growth, and strengthen low-fare competitive pressure in Denver and
other cities."

Southwest submitted its initial indication of interest to acquire
Frontier Airlines on July 30, 2009, which gave the carrier an
opportunity to engage with Frontier in the due diligence required
to determine the scope of a binding proposal.

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Has Pact With Teamsters on Concessions
---------------------------------------------------------
Frontier Airlines and Teamsters Local 961 have entered into a
consensual, long-term labor agreement and a comprehensive
settlement of the company's litigation under Section 1113 of the
Bankruptcy Code.

The agreement modifies the wage and benefit reductions Frontier
obtained from its International Brotherhood of Teamster-
represented employees under a Bankruptcy Court order last
November.  The new agreement's modified wage and benefit
reductions are comparable to the consensual reductions Frontier
has obtained from its other employee groups.  The settlement, if
ratified, also will resolve the ongoing appeals of last year's
Bankruptcy Court order.

The proposed agreement, which is endorsed and supported by Local
961 leadership, will be put before Frontier's maintenance
employees for a ratification vote.  The Local anticipates it will
hold the ratification vote on the agreement and count ballots by
Aug. 20.

"Frontier and the IBT worked together to negotiate an agreement
that takes into account the best interests of Frontier, the IBT
and, most importantly, all of our maintenance employees," said
Frontier President and CEO Sean Menke. "I applaud the IBT
leadership for working with us to reach this agreement. It
provides us with cost assurances and labor certainty as we proceed
with the upcoming auction process and our anticipated emergence
from bankruptcy."

"The Teamsters Union and its members understand the importance to
our members and to Frontier of this agreement," said Matthew
Fazakas, President and Principal Officer of Teamsters Local 961.
"On behalf of the IBT leadership, we fully endorse this agreement
and will work to achieve ratification as promptly as possible."

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.

                 About Frontier Airlines Holdings

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

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

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

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


GENERAL GROWTH: Committee Retains Halperin as Conflicts Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in General Growth
Properties Inc.'s cases seeks the Court's authority to retain
Halperin Battaglia Raicht, LLP, as conflicts counsel, nunc pro
tunc to June 18, 2009.

The Debtors' cases are very large and complex and significant
motion practice and issues on substantive matters will likely
arise, sometimes with tight timeframes that will impact the
rights of unsecured creditors, states David Poland, associate
general counsel of Capital Ventures International, a tri-chair of
the Creditors' Committee.  The Committee, he adds, has determined
that, in certain circumstances, its primary counsel, Akin Gump
Strauss Hauer & Feld LLP, may have potential or actual conflicts
of interest on matters that arise in the Debtors' bankruptcy
cases, and the Committee requires the full panoply of
professionals it believes are necessary to ensure it is able it
to effectively participate in the cases and discharge its duties
to unsecured creditors.  To ensure that it receives seamless
legal representation to the extent any legal conflicts arise, the
Committee has asked HBR to represent it as conflicts counsel
during the pendency of the Debtors' Chapter 11 cases.

HBR will be paid according to its current hourly rates:

  Attorneys           $475 to $175
  Law Clerks          $150 to $140
  Paraprofessionals    $135 to $75

HBR will also be reimbursed for any necessary out-of-pockets
expenses it incurs in connection with its services.

To ensure the seamless representation required by the Committee,
and thereby ensure that the interests of the unsecured creditors
that it represents were protected, HBR commenced work on its
retention on June 18, 2009.  Accordingly, the Committee asks that
HBR's retention be approved nunc pro tunc to June 18, 2009.

Alan D. Halperin, Esq., at a member at Halperin Battaglia Raicht,
LLP, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Committee, the
Debtors, and their estates.  Mr. Halperin further discloses that:

  (a) HBR has represented La Cienega Partners Limited
      Partnership and Rich-Taubman Associates in the KP Fashion
      Company case in the U.S. District of New York.  These
      entities are Taubman affiliates, and Taubman is listed as
      a competitor of the Debtors.

  (b) HBR formerly served as local counsel from time to time for
      CBL Associates in SDNY cases; however, HBR no longer
      represents CBL Associates and has not for approximately
      two years.  CBL Associates is listed as a competitor of
      the Debtors.
  (c) HBR represented (i) Wilmington Trust Company NA as
      Administrative Agent and as Collateral Agent and (ii)
      Wilmington Trust FSB as Indenture Trustee in an
      intercreditor litigation in NY state court.  Wilmington
      Trust Company NA is listed as one of the largest unsecured
      creditors and as a Committee member.

  (d) HBR is counsel to WBE, LLC, formerly known as Everything
      But Water, LLC, a specialty retailer that filed for
      Chapter 11 in Delaware.  The Debtors are lessor to WBE.
      WBE's assets have been sold pursuant to Section 363 of the
      Bankruptcy Code, and the buyer is approaching the end of a
      60-day lease designation period.  Upon information and
      belief, the Debtors and WBE's buyer have agreed on the
      terms for a consensual assumption of leases.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Committee Retains FTI as Financial Advisors
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in General Growth
Properties Inc.'s cases seeks the Court's authority to retain FTI
Consulting, Inc., as financial advisors nunc pro tunc to April 27,
2009.

As financial advisors, FTI will:

  (a) assist the Creditors' Committee in its review of financial
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

  (b) assist with a review of any proposed key employee
      incentive, severance and other critical employee benefit
      programs;

  (c) assist with a review of the Debtors' performance of
      cost/benefit evaluations with respect to the affirmation
      or rejection of various executory contracts and leases;

  (d) assist in the review of the Debtors' cash management
      procedures and inter-company transactions, especially as
      it relates to the transfer of property, including cash,
      between entities;

  (e) assist the Committee in the analysis of the Debtors'
      project level assets, including leases, lease amendments
      and other asset specific issues;

  (f) assist in the assessment of various tax issues, including,
      but not limited to, the review of tax implications related
      to potential asset sales and components of the plan of
      reorganization, the examination of all REIT-related tax
      issues and the review of potential tax issues associated
      with the taxable REIT subsidiaries;

  (g) assist in the review of financial information distributed
      by the Debtors to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash
      receipts and disbursement analysis, analysis of various
      asset and liability accounts, and analysis of proposed
      transactions for which Court approval is sought;

  (h) assist and advise the Committee with respect to the
      Debtors' evaluation of property-specific issues, including
      the identification of profitable business assets and the
      disposition of business assets;

  (i) assist in the evaluation of the present level of
      operations and identification of areas of potential cost
      savings, including corporate overhead rationalization and
      operating expense reductions and efficiency improvements;

  (j) assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan of
      reorganization in the Debtors' Chapter 11 proceedings;

  (k) assist in the review of the claims reconciliation process
      and estimation and evaluate the priority of claims;

  (l) assist in the coordination of information flow with
      AlixPartners, LLP, the Debtors' restructuring advisors;

  (m) attend meetings and assist in discussions with the
      Debtors, potential investors, banks, other secured
      lenders, the Committee and any other official committees
      organized in the Debtors' Chapter 11 proceedings, the U.S.
      Trustee, and other parties-in-interest and professionals;

  (n) render other general business consulting or other
      assistance as the Committee or its counsel may deem
      necessary that is consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in the bankruptcy proceedings.

The customary hourly rates, subject to periodic adjustments,
charged by FTI professionals anticipated to be assigned to the
Debtors' bankruptcy cases are:

     Senior Managing Directors               $710-$825
     Directors/Managing Directors            $520-$685
     Consultants/Senior Consultants          $255-$480
     Administration/Paraprofessionals        $105-$210

Steven Simms and Cynthia Nelson, professionals from FTI, are
expected to have primary responsibility for providing services to
the Committee.  In addition, and as necessary, other FTI
professionals will provide services to the Committee.

In addition to the payment of hourly fees, and as a material part
of the consideration for the agreement of FTI to furnish services
to the Committee, FTI asks that these indemnification provisions
be approved:

  (a) The Debtors will indemnify FTI for any claim arising from,
      related to or in connection with FTI's performance of the
      services to the Committee.

  (b) FTI will not be entitled to indemnification, contribution
      or reimbursement for services other than those services
      provided under the terms of the retention application,
      unless those services and the indemnification,
      contribution or reimbursement is approved by the Court.

  (c) The Debtors will have no obligation to indemnify FTI for
      any claim or expense that is either (i) judicially
      determined to have arisen primarily from FTI's bad faith,
      gross negligence or willful misconduct, or (ii) settled
      prior to a judicial determination as to FTI's bad faith,
      gross negligence or willful misconduct, but determined by
      the Court, after notice and a hearing to be a claim or
      expense for which FTI is not entitled to receive indemnity
      under the terms of the Retention Application.

  (d) If, before the earlier of (i) the entry of an order
      confirming a chapter 11 plan of reorganization, and (ii)
      the entry of an order closing the Chapter 11 cases, FTI
      believes that it is entitled to the payment of any amounts
      by the Debtors on account of the Debtors' indemnification
      obligations, including, without limitation, the
      advancement of defense costs, FTI must file an application
      therefore in the Court, and the Debtors may not pay any of
      those amounts to FTI before the entry of an order by the
      Court approving the payment.

Steven Simms, a senior managing director with FTI Consulting,
Inc., assures the Court that his firm does not represent any
interest adverse to the Committee, the Debtors and their estates,
and is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Hires Cushman & Wakefield as Appraisers
-------------------------------------------------------
General Growth Properties Inc. and its affiliates sought and
obtained the Court's authority to employ Cushman & Wakefield,
Inc., as appraisers, nunc pro tunc to April 16, 2009.

On or about May 6, 2009, the Debtors' bankruptcy counsel, Weil,
Gotshal & Manges LLP engaged C&W to appraise the market value of
certain General Growth properties for purposes of the Chapter 11
cases and perform other services as may be required at the
direction of the counsel.  The general scope of work to be
provided by C&W, pursuant to an engagement letter dated May 6,
2009, includes (i) appraisals; (ii) consulting services as
required; and (iii) expert testimony as determined to be
appropriate.

Pursuant to the terms of the Engagement Letter, if and when
requested by Counsel, the Valuation Services Group of C&W and its
affiliates will develop an appraisal of each identified property,
on a property-by-property basis, in conformance with the Uniform
Standards of Professional Appraisal Practice and the Code of
Ethics and Certification Standards of the Appraisal Institute.
Specifically, C&W will perform its services in two phases:

  (a) Phase I will include preliminary valuation services,
      including inspections of certain property to adequately
      identify the real estate, research relevant market data to
      the extent necessary to provide credible appraisal
      results, establish market leasing assumptions, and
      consider and develop appraisal approaches relevant and
      applicable to a particular property appraisal.

  (b) Phase II will include the preparation of the appraisals,
      which may include a report that complies with the
      requirements of Rule 26 of the Federal Rules of Civil
      Procedure and consistent with USPAP guidelines.

The scope of C&W's assignment may also include certain consulting
services related to the provision of additional valuation advice
and possible testimony and other litigation services in
connection with the appraisal work.  Those litigation services
may include expert testimony, attendance at meetings or
conferences, reviews of opposing experts' reports or testimony,
preparation of rebuttal reports, forensic real property
investigations, additional research or financial modeling,
document reviews, assistance in preparing cross-examination,
preparation for testimony, preparation of trial exhibits and
assistance in preparing pre- or post-trial memoranda.

Subject to Court approval, the Debtors will compensate C&W for
its appraisal services and reimburse its expenses in accordance
with the terms and conditions specified in the Engagement Letter.
The total cap on the possible amount of fees for Phase I Services
and Phase II Services combined for all 320 properties is limited
to $3,748,000, not including update fees.  A determination will
be made on a property-by-property basis whether or not C&W will
conduct Phase I Services or Phase II Services, and the Debtors
will only be charged fees for properties for which Counsel
request that C&W engage in Phase I Services or Phase II Services.

In addition, the Debtors have agreed to pay out-of-pocket
expenses including travel expenses and state appraisal licensing
fees not to exceed a cap of $75,000.

The Debtors paid C&W a non-refundable retainer of $500,000 prior
to the Petition Date and have agreed to pay C&W an additional
non-refundable retainer of $1 million upon the Court's approval
of C&W's retention.  Any fees and expenses owed to C&W will be
charged against those retainers.  The $1.5 million non-refundable
retainer represents the minimum fee the Debtors will pay C&W for
the engagement.

The Engagement Letter contemplates fees involved in updating the
real estate appraisals prepared under the Engagement Letter and
provides that any fees, if incurred, will be based on the length
of time that elapses between the original analyses and the time
the update is needed.  Specifically, where six months have
elapsed since the time of the original analyses, the fee for an
updated appraisal will be 25% of the Phase I Services fee for an
update to Phase I work product and 25% of the total fee for an
update of the Phase II work product.  Similarly, between 6 months
and 12 months the fee for an updated appraisal will be 33% of the
Phase I Services fee for an update to Phase I work product and
33% of the total fee for an update of the Phase II work product,
and between 12 months to 24 months the fee for an updated
appraisal will be 50% of the Phase I Services fee for an update
to Phase I work product and 50% of the total fee for an update of
the Phase II work product.

Pursuant to Section 328(a) of the Bankruptcy Code, the Debtors
further ask the Court to approve the retention of C&W at an
hourly rate for certain consulting services related to the
provision of additional valuation advice and possible testimony
in connection with the appraisal work.  Any fees incurred for
litigation support services will be billed in six-minute
increments at hourly rates detailed in the Engagement Letter, and
will be described in periodic invoices prepared by C&W.

Richard Latella, senior managing director of Cushman & Wakefield,
Inc., assures the Court that his firm does not hold any interest
materially adverse to the Debtors, their estates, and their
creditors, and is a "disinterested party" as the term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Latella, however, discloses that two affiliate companies,
Cushman & Wakefield of Maryland, Inc., and Cushman & Wakefield of
Illinois, Inc., have filed proofs of claims in the Debtors' for
$182,778 for brokerage services and $10,750 for appraisal
services, respectively.  With respect to the claim for brokerage
services from Cushman & Wakefield of Maryland, Inc., the Debtors
do not dispute the amount of the claim, Mr. Latella tells the
Court.  He says the Debtors intend to resolve the claim by making
a direct payment of the claim or by providing the tenant involved
with the claim a rent reduction or credit and then requiring the
tenant to pay the brokerage commission.

With respect to the claim for appraisal services from Cushman &
Wakefield of Illinois, Inc., Mr. Latella says C&W and Cushman &
Wakefield of Illinois, Inc., have agreed to waive the claim.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Proposes Assessment Tech. as Tax Consultants
------------------------------------------------------------
General Growth Properties Inc. and its affiliates seek the Court's
authority to employ Assessment Technologies, Ltd., as property tax
consultants, nunc pro tunc to June 15, 2009.

As property tax consultants, Assessment Technologies will:

  (a) Review targeted tax assessments on certain property owned
      or leased by the Debtors, including supporting data,
      calculations and assumptions produced by the appropriate
      appraisal/assessing authority and information provided by
      the Debtors;

  (b) Analyze the economic feasibility of attaining a reduced
      assessment/tax;

  (c) Represent the Debtors before the appropriate tax
      assessing/collecting and/or court authorities using all
      reasonable, appropriate and available means provided by
      statute or within the Bankruptcy Code to adjust the
      assessment, unclaimed tax or claimed tax amount; and

  (d) Utilize any and all local, state or federal remedies that
      Assessment Technologies deems necessary and appropriate
      in furtherance of its plan, in its discretion, subject to
      any required approval of the Court.

The Debtors will compensate Assessment Technologies in accordance
with the terms and conditions of the Service Agreement, which
provides for a contingent fee structure.  Specifically, the
Debtors have agreed to pay Assessment Technologies these fees for
each tax year:

  (a) 20% of all net tax savings for savings generated by
      Assessment Technologies through an informal administrative
      appeal process; and

  (b) 40% of all net tax savings for savings generated through
      the pending Bankruptcy Court proceedings, or other formal
      administrative appeal process, including but not limited
      to appraisal review board hearings or state judicial
      proceedings.

The Debtors will also reimburse Assessment Technologies'
expenses, including special property tax counsel fees, third
party appraisal fees, travel expenses and any other external
costs and expenses incurred by Assessment Technologies in
pursuing property tax savings under the Service Agreement.

James Hausman, Esq., president of Assessment Technologies, Ltd.,
assures the Court that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code, and does not
represent any interest adverse to the Debtors or their estates.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL MOTORS: Targets Public Offering by July 2010
----------------------------------------------------
General Motors Company, the new automaker majority-owned by the
U.S. Treasury, said it intends to make an initial public offering
of stock by July 2010, the one-year anniversary of the U.S.
government's purchase of key assets of bankrupt General Motors
Corp.

General Motors specifically said in a filing with the Securities
and Exchange Commission that it intends to have an IPO within the
year of the date of its stockholders agreement.

The Company, through certain of its subsidiaries, acquired
substantially all of the assets of the bankrupt estates of General
Motors Corporation on July 10, 2009, in a sale transaction
completed pursuant to Section 363(b) of the Bankruptcy Code and
the Bankruptcy Court's sale order dated July 5, 2009.

In connection with the closing of the 363 Sale, GM issued
304,131,356 shares of its common stock to the US Trustee,
58,368,644 shares of its common stock to Canada Holdings,
87,500,000 shares of our common stock to the New VEBA and
50,000,000 shares of its common stock to Motors Liquidation Co.,
the bankrupt estates that sold assets to New GM.

On July 10, 2009, GM, the US Trustee, the New VEBA and 7176384
Canada Inc. (Canada Holdings), a corporation organized under the
laws of Canada, entered into a Stockholders Agreement.  The
Stockholders Agreement provides that GM's Board of Directors will
be composed of 13 members.  Its initial Board of Directors will
consist of 10 members who are designated by the UST, one member
who is designated by the New VEBA, one member who is designated by
Canada Holdings and our Chief Executive Officer.  At least two-
thirds of the directors must be determined by the Board of
Directors to be independent within the meaning of New York Stock
Exchange (NYSE) rules.

The Stockholders Agreement also provides that the UST and Canada
Holdings will use their reasonable best efforts to exercise their
demand registration rights under the Equity Registration Rights
Agreement and cause an initial public offering to occur within one
year of the date of the Stockholders Agreement, unless GM is
already taking steps and proceeding with reasonable diligence to
effect an initial public offering.  Pursuant to the Stockholders
Agreement, until the initial public offering, so long as Canada
Holdings beneficially owns at least 5% of the outstanding common
stock, GM may not, without the prior written consent of Canada
Holdings, take any action to effectuate: (1) a sale of all or
substantially all of our assets; (2) any voluntary liquidation,
dissolution or winding up by GM; or (3) an issuance of common
stock at a price per share less than fair market value, as
determined in good faith by the Board of Directors, other than
pursuant to an employee benefit plan.

A full-text copy of the Form 8-K filed with SEC is available at:

          http://researcharchives.com/t/s?4145

                       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: Pre-Bankruptcy Stock Have No Value
--------------------------------------------------
The board of directors of Motors Liquidation Company on August 4,
2009, amended the Company's Bylaws to permit the Board to provide
that shares of capital stock of the Company would no longer be
required to be represented by share certificates.  From and after
the effectiveness of such amendment, transfers of shares of the
common stock of the Company would be recorded by means of book
entry.  A marked copy of the Bylaws of the Company, reflecting the
amendment, is available at http://researcharchives.com/t/s?4144

"It is the Company's strong belief that there will be no value at
all for common stockholders in the bankruptcy liquidation process,
even under the most optimistic of scenarios," Motors Liquidation
said in the SEC filing.

                       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: RHJ to Sweeten Bid for Opel/Vauxhall Operations
---------------------------------------------------------------
Dana Cimilluca at The Wall Street Journal reports that RHJ
International plans to sweeten its bid for General Motors Co.'s
Opel/Vauxhall operations.

Citing people familiar with the matter, the WSJ discloses RHJ is
developing a revised bid for GM's European unit that would lower
the amount of German taxpayer-funded loan guarantees required from
EUR3.8 billion (US$5.38 billion) to as little as EUR3.6 billion.
According to the WSJ, that would be EUR900 million below the
amount of state aid envisioned in a rival offer from car-parts
maker Magna International Inc.

The WSJ said one of the people said as part of any sweetened
offer, RHJ could boost its EUR275 million equity component.  The
proposal, the WSJ states, also envisions the elimination of 10,000
jobs.

Coventry Telegraph reports RHJ said it has no plans to close
Vauxhall's two UK plants or drop the brand.  Coventry Telegraph
relates Leonhard Fischer, the chief executive of RHJ, told the
Sunday Times, "We are very strong supporters of both these plants
and of the Vauxhall brand.  We want to keep a strong industrial
and brand footprint in the UK".

On July 31, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported that while the Merkel government's
preferred buyer is Magna, John F. Smith, GM's chief negotiator for
the sale of Opel, has said a rival bid by RHJ is the simpler
solution.  Bloomberg disclosed in an online blog July 27, Mr.
Smith said the U.S. automaker hasn't specified a preference,
although he wrote RHJ's bid "would represent a much simpler
structure and would be easier to implement".

                       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)


GLOBAL MOTORSPORT: Files Chapter 11 Plan of Liquidation
-------------------------------------------------------
Global Motorsport Group, Inc. and its affiliates have filed with
the U.S. Bankruptcy Court for the District of Delaware a plan of
liquidation under Chapter 11 of the Bankruptcy Code.

A disclosure statement explaining the Plan has yet to be filed
with the Bankruptcy Court.

Prepetition lenders will retain all distributions made prior to
the Plan's effective date in full and final satisfaction of said
claims.  The distributions will be deemed indefeasibly paid in
full and not subject to disgorgement.  All other Lender Group
Claims will be waived.

Other secured claims will receive either (i) the net liquidation
proceeds from the assets of the Debtors upon which it holds a lien
senior to the lien of Ableco Finance or (ii) the Debtors or the
Liquidating Debtors will abandon the collateral in full and
complete satisfaction of said other secured claims.

General unsecured claims will receive a pro rata share of the
assets recovered by a trust.

Equity Interests will be cancelled and will receive no
distribution under the Plan.

Following the Plan's effective date, the liquidating Debtors will
wind up their affairs and dissolve.  Distributions under the Plan
will be sourced from Cash on hand, the Agent Contribution and
Causes of Action.

The Plan places the various claims against and interests in the
Debtors into 6 classes:

              Class                   Status     Voting Rights
              -----                   ------     -------------
Class 1 - Priority Claims            Impaired   Entitled to Vote
Class 2 - Lender Group Claims        Impaired   Entitled to Vote
Class 3 - Other Secured Claims       Impaired   Entitled to Vote
Class 4 - General Unsecured Claims   Impaired   Entitled to Vote
Class 5 - Intercompany Claims        Impaired   Not Entitled to
                                                Vote
Class 6 - Equity Interests           Impaired   Not Entitled to
                                                Vote

A full-text copy of the Debtors' Chapter 11 plan of liquidation is
available for free at:

       http://bankrupt.com/misc/global.chapter11plan.pdf

                    About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/-- is a dealer of European model
sports cars.  The Company is also known as Global Motorsport Parts
Inc.  The Company and three of its affiliates filed for protection
on January 31, 2008 (Bankr. D. Del. Lead Case No. 08-10192).
Laura Davis Jones, Esq., James O'Neill, Esq., and Joshua Fried,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as counsel to
the Debtors.  T. Scott Avil, Esq., at CRG Partners Group LLC, is
the Debtors' restructuring services provider.  Federico G.M.
Mennella, Esq., at Lincoln International Advisors, LLC, is the
Debtors' investment banker.  The Debtors selected Epiq Bankruptcy
Solution LLC as their claims agent.

The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Fox
Rothschild LLP and Andrews Kurth LLP serve as the Committee's
counsel.  Edward T. Gavin, CTP, at NachmanHaysBrownstein, Inc., is
the Committee's financial advisor.  Adam Harris, Esq., and David
Hillman, Esq., at Schulte Roth & Zabel LLP, serve as counsel to
the prepetition and postpetition secured lenders.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.


GMAC INC: Biz. Capital Group Sr. Managers Join Mountain Funding
---------------------------------------------------------------
Mountain Funding LLC has absorbed the 14 senior management and
real estate professionals from the REO asset management group of
GMAC-ResCap's Business Capital Group.  Mountain Funding completed
this transaction through its asset management affiliate, Mountain
Special Servicing, LLC.  As part of the transaction, GMAC-ResCap
has engaged Mountain Funding to provide asset servicing and other
consulting services for ResCap-BCG's residential development real
estate owned (REO) and non-performing loan (NPL) assets
nationally.  This servicing arrangement covers a portion of the
portfolio of ResCap's Business Capital Group, including
residential housing development REO properties.

ResCap continues to provide mortgage servicing and sub-servicing
for a portfolio of approximately 2.6 million mortgage loans, and
is the fifth largest mortgage servicer in the nation.

"We have been pursuing this expansion for several months and are
very excited to have completed it," said Peter J. Fioretti, CEO of
Mountain Funding and its affiliated management company.  "Mountain
Special Servicing has become one of the leading asset managers of
residential development REO and NPL assets for institutional
lenders in the country.  As importantly, Mountain Funding will be
able to utilize its asset management staff to efficiently
underwrite and bid on distressed debt portfolios, an area in which
we expect to be a major player for the next three years."

Joining Mountain Special Servicing as managing director will be
GMAC-ResCap's former head of ResCap-BCG REO management, Joel Kaul,
who will head up the company's residential asset management group.
The commercial asset and fractured condo management group
continues to be led by Mountain's Brett Peterson.

In addition to its Charlotte headquarters, Mountain's asset
managers are located in the following offices, servicing all major
markets nationally: Atlanta; Los Angeles; Minneapolis; Washington,
D.C.; Scottsdale, Ariz.; and Richmond, Va.

"With close to 30,000 residential lots under management and hands-
on knowledge of most active markets in the U.S., we believe we are
uniquely positioned to assist lenders holding distressed assets to
preserve and enhance their portfolios, and maximize cash recovery
in the shortest period of time," said Mr. Kaul.  "Our staff has
long and extensive relationships with builders and developers
located throughout the United States, allowing us to manage and
dispose of assets effectively and efficiently.  Our assignment at
GMAC-ResCap required us to develop expertise in all areas of asset
management and preservation, including entitlement review, cost
control, engineering review, HOA representation, reporting, and
creative disposition techniques."

Combined with its existing portfolio, Mountain Special Servicing
has approximately 90 assets under management, totaling over
$1 billion in unpaid principal balance.  The assets are
diversified over 20 states and include the following property
types: residential land development, residential lot
development/sale, housing construction/sale, commercial land
development, sub-performing retail centers, fractured condos,
apartments, and resort development.  Mountain Special Servicing
intends to pursue additional asset management business for
portfolios of distressed assets owned by REIT's, hedge funds, and
other institutional lenders.

In addition to its capability to provide asset management services
for third party lenders with distressed assets, Mountain Funding
is capitalized to invest $1 billion over the next few years in
distressed debt and property for its own account.

"The key to successfully and smartly bidding NPL portfolios lies
in the strength of the underwriting team," said Arthur G. Nevid,
Mountain Funding's chief investment officer.  "With the addition
of these experienced former GMAC-ResCap professionals to our
existing team, we are extremely well positioned to bid these
portfolios.  There are few locations or asset types that our
people are not experienced with as managers or underwriters, and
we have sophisticated underwriting models in place to expedite the
process."

"We are ready for a very exciting and opportunistic leg of this
cycle," summarized Mr. Fioretti.  "Mountain Funding was created in
the early '90s during the Savings & Loan crisis and developed
significant experience in the management and resolution of
distressed real estate.  We hope to leverage that skill set and
experience today."

                            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: To Provide Lease Financing on 2009, 2010 Models
---------------------------------------------------------
Tess Stynes at The Wall Street Journal relates that GMAC Financial
will provide lease financing on various 2009 and 2010 models in 45
states and will consider expanding the program to other vehicles.
The program, the report says, excludes Ohio, Michigan, New York,
Connecticut, and New Jersey.

GMAC, The Journal reports, said that it will initially offer
leases on 2009 models -- the Cadillac CTS, the Chevrolet Malibu,
and Traverse models -- and the 2010 vehicles -- including the
Buick Enclave, LaCrosse, the Chevorlet Equinox, and GMC Acadia.

According to The Journal, GMAC President Bill Muir said that the
Company doesn't expect leasing "to return to its hey-dey levels
across all models, but it remains an attractive financing tool for
certain segments" particularly new models and some luxury models.
General Motors Co. and Chrysler Group LLC pulled out of leasing in
August 2008 amid a steady drop in vehicle resale values, a sales
slump, and troubles at their respective lending affiliates.

Citing The Journal, Mr. Muir said that the decision to re-enter
the market was based on increased funding flexibility, the
completion of its GM's massive restructuring, and increasing used-
car values.

                            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.


GREAT ATLANTIC: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service raised The Great Atlantic and Pacific
Tea Company's Speculative Grade Liquidity Rating to SGL -2 from
SGL-3.  The company's B3 Corporate Family Rating and B3
Probability of Default Rating were affirmed along with its long-
term debt ratings.  The rating outlook remains negative.

The upgrade reflects A&P's improved liquidity following the
issuance of $260 million of senior secured notes and $175 million
of preferred equity which closed earlier this week.  Proceeds were
used to repay borrowings under the revolving credit facility and
enhance cash balances.

The affirmation reflects A&P's slim operating margins, weak credit
metrics, geographic concentration, and the intensely competitive
nature of the supermarket industry.  The ratings are supported by
the company's adequate liquidity and good regional market
position.  The negative rating outlook reflects concerns that
A&P's already thin operating margins may be further reduced by the
continuing trend of negative same store sales.  This could
jeopardize already weak credit metrics and cash flow.

Ratings affirmed and LGD point estimates adjusted:

* Corporate Family Rating at B3
* Probability of Default Rating at B3
* Senior convertible notes at Caa1 (LGD 5, 78%)
* Senior unsecured notes at Caa1 (LGD 5, 78%)
* Senior secured notes at B3 (LGD3, 46%) from B3 (LGD 3, 45%)
* Senior unsecured shelf at (P)Caa1
* Subordinated shelf at (P)Caa2
* Junior subordinated shelf at (P)Caa2
* Preferred shelf at (P)Caa2 (LGD 6, 98%)

Ratings raised:

* Speculative Grade Liquidity Rating to SGL-2 from SGL-3

The last rating action for A&P occurred on July 24, 2009, when
Moody's assigned a B3 to the company's $225 million senior secured
notes.

The Great Atlantic and Pacific Tea Company, headquartered in
Montvale, N.J., operates 435 grocery stores in the Northeast US
with particular concentration in the NY/NJ/PA markets.  The
company generates annual net revenue of approximately
$9.5 billion.


GREEKTOWN HOLDINGS: Court OKs March-May Fee Applications
--------------------------------------------------------
In separate orders, the Bankruptcy Court granted the interim fee
applications of these professionals retained and employed in the
Chapter 11 cases of Greektown Holdings Inc. for work performed the
March to May 2009 quarter period:

A. Debtors' Professionals

  Firm                  Role           Fees       Expenses
  ----                  ----         --------     --------
  Honigman Miller       Special      $720,062      $15,448
  Scwartz & Cohn LLP    Counsel

  Moelis & Company LLC  Investment    450,000       77,106
                        Banker

  Ernst & Young         Accountant    149,639          669

  Jackier Gould PC      Special        29,167          230
                        Counsel

  Floyd E. Allen &      Counsel        20,137          622
  Associates

B. Committee's Professional

  XRoads Solutions      Financial     232,138          175
  Group LLC             Advisor

Moelis & Company previously notified the Court that it has
reduced its expense request for the March to May 2009 period by
$173 from $77,279 to $77,106.

4 or visit http://www.greektowncasino.com

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREENBRIER COMPANIES: Moody's Cuts Corp. Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of The
Greenbrier Companies Inc., Corporate Family Rating to Caa1 from
B3, and senior unsecured notes to Caa2 from Caa1.  The ratings
outlook is negative, and the company has a Speculative Grade
Liquidity Rating of SGL-4.

Greenbrier's Corporate Family Rating was lowered to Caa1 to
reflect expectations for continued weak credit metrics, due
primarily to soft rail car demand anticipated through 2010.  Also,
concerns about revenue visibility are heightened by the
diminishing backlog for new rail car orders, exacerbated by the
lack of progress in its discussions with General Electric Railcar
Services Corporation -- an important customer whose has stated its
intent to cancel or substantially reduce rail car deliveries from
Greenbrier.  The ratings also take into account the impact of
recent financial restructuring and changes to the company's board.
The recent infusion of capital from WL Ross & Co. and the amended
covenant agreements will improve liquidity over the near term.
However, Moody's believes that the company's risk profile is
heightened by the possibility of strategic changes or financial
restructuring that may involve the repurchase of debt at a
discount to par.

Greenbrier's liquidity rating of SGL-4 reflects Moody's assessment
that the company maintains a weak liquidity profile, although
certain aspects of the company's liquidity have recently improved.
Proceeds from the $75 million investment by WL Ross has bolstered
the company's cash balance and repaid drawings outstanding under
Greenbrier's North American revolving credit facility.  At the
same time, the company has amended its credit facility to provide
for looser financial covenants, substantially reducing the risk of
covenant breach over the near term.  Moody's expects that the
company will remain in compliance with the amended financial
covenant levels through FY 2010, although room under these
covenants may tighten if operating performance does not improve
over this period.  Also, although the North American revolver has
been substantially reduced as a result of the amendments, Moody's
views the approximately $130 million of revolving credit
facilities (including European facilities) as adequate for the
companies global operations.  However, Moody's believes that
Greenbrier's liquidity profile will be challenged by the continued
negative impact that the weak operating outlook in the rail car
sector will have on the financial performance of the company.
Further reductions in rail car deliveries would likely result in
free cash flow turning negative over the next 12-18 months,
possibly draining cash balances while reducing the availability
under the borrowing-based revolving credit facility.

The negative outlook reflects Moody's expectations that operating
margins, manufacturing in particular, and over all credit metrics
will remain weak for the next 12-18 months in anticipation of
continued soft railcar demand 2010.  With capital spending and
investments in working capital curtailed through the downturn, it
is expected that the company will at best generate only modest
amounts of free cash flow over this period.

The ratings could be downgraded if demand levels continue to
deteriorate through 2010, particularly if the company encounters
operating losses over a prolonged period, or if deteriorating
operating performance results in the reduced access to liquidity
due to tightness to financial covenants under the bank credit
facility.  Ratings could also be lowered if Greenbrier undertakes
a change in strategic focus that negatively impacts the company's
risk profile, or if the company endeavors to purchase debt at a
substantial discount to par, which could be deemed a distressed
exchange.  Leverage (Debt/EBITDA) sustained above 10 times or
EBIT/Interest coverage below 0.5 times for a prolonged period may
also prompt a ratings downgrade.

The outlook could be stabilized if Greenbrier demonstrates an
ability to sustain EBIT to Interest above 1.0 time while
generating modestly positive free cash flow generation throughout
the industry cycle.  Outlook stabilization would also require
evidence of a modest recovery in demand and improvement in backlog
through FY 2010, suggesting a near term recovery in revenue levels
and profitability.

Downgrades:

Issuer: Greenbrier Companies, Inc. (The)

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

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Senior Unsecured Conv./Exch.  Bond/Debenture, Downgraded to
     Caa2 from Caa1

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

The last rating action was on March 10, 2009 when the corporate
family rating was lowered to B3 from B1.

The Greenbrier Companies Inc. manufactures railroad freight cars,
is a the leading producer of intermodal flat cars, and also
repairs railroad freight cars and provide wheels and various car
parts.  Greenbrier owns a portfolio of 9,000 railcars, which it
leases to third parties, and provides a range of management
services for approximately 137,000 other railcars.


HERBST GAMING: Sr. Lenders Won't Recover 100% on $500M Value
------------------------------------------------------------
Herbst Gaming Inc., et al., filed on August 7, 2009, a second
amended disclosure statement explaining their first amended joint
plan of organization, which was filed with the U.S. Bankruptcy
Court for the District of Nevada on July 22, 2009.

                      Summary of Plan Terms

The allowed claims of holders of the Senior Credit Facility Claims
totalled roughly $847,363,0000 in principal plus accrued interest
of $29,103,000 for a total of $876,466,000 as of the petition
date.

The Debtors have determined that the enterprise value of their
assets, consisting of the casino business and slot route business
ranges from $500,000,000 to $600,000,000.  Holders of Senior
Credit Facility Claims, thus, will not be paid in full.

Holders of Senior Credit Facility Claims will receive, indirectly
through the ownership of Herbst Gaming LLC, 100% ownership of the
Reorganized Debtors and $350,000,000 of restructured debts.

In view of the contractual subordination of the 7% Senior
Subordinated Notes Due November 15, 2014, and the 8.125% Senior
Subordinated Notes Due June 1, 2012, to the Senior Credit Facility
Claims, the Senior Subordinated Note Claims will not receive
anything under the Plan.

Holders of Allowed General Unsecured Claims will be paid in full.
The Debtors intend to assume and honor all slot route contracts.

Equity Interests in Herbst Gaming will be canceled and holders
thereof will not receive anything under the Plan.

Herbst Gaming will contribute all of its interests, including the
Intercompany Interests in the Reorganized Debtors, to Reorganized
Herbst Gaming in exchange for 100% of the Reorganized Herbst
Gaming New Common Equity and the notes evidencing the Reorganized
Herbst Gaming Senior Loan.  Herbst Gaming will then transfer the
Herbst Gaming New Commmon Equity and the notes evidencing the
Reorganized Herbst Gaming Senior Loan to holders of Class 3 Senior
Credit Facility Claims on a pro rata basis in accordance with the
Plan.

              Classification of Claims and Interests

The Plan places the various claims against and interests in the
Debtors into nine classes.  The distributions under the Plan are
summarized below:
                                                   Claims/Interest
  Class                             Treatment         Total Amount
  -----                             ---------         ------------
  Class 1  Other Priority Claims    Unimpaired. Paid    $1,050,803
                                    in full in Cash

  Class 2  Other Secured Claims     Unimpaired. Paid      $128,111
                                    in full in Cash or
                                    otherwise left
                                    unimpaired.

  Class 3  Senior Credit Facility   Impaired. Pro     $847,466,000
           Claims                   Rata Share of
                                    Reorganized
                                    Herbst Gaming New
                                    Common Equity, and
                                    any remaining
                                    value from the
                                    Debtors' assets.

  Class 4  General Unsecured        Unimpaired. Paid    $5,897,121
           Claims                   in full in cash or
                                    otherwise left
                                    unimpaired.

  Class 5  Senior Subordinated      Impaired. No      $362,570,000
           Note Claims              distribution.

  Class 6  Section 726(a)(4)        Impaired. No        $4,183,250
           Claims                   distribution.

  Class 7  Intercompany Claims      Impaired.
                                    Reinstated or
                                    discharged at the
                                    option of
                                    Reorganized
                                    Herbst Gaming,
                                    subject to
                                    reasonable
                                    acceptance by a
                                    Requisite
                                    Majority.

  Class 8  Equity Interests in      Impaired.  No         n/a
           Herbst Gaming            distribution.

  Class 9  Intercompany Interests   Unimpaired.           n/a
                                    Interests
                                    remain
                                    unaltered.

The Debtors are soliciting votes only from holders of Senior
Credit Facility Claims under Class 3 and Intercompany Claims under
Class 7.  Senior Subordinated Note Claims under Class 5, Section
726(a)(4) Claims under Class 6, and Equity Interests in Herbst
Gaming under Class 8 are deemed to have voted against the Plan.

A full-text copy of the Debtors' second amended disclosure
statement and first amended joint plan of organization is
available for free at http://bankrupt.com/misc/herbst.DS.pdf

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidaries focuses on two business lines,
slot route operations and casino operations.

The slot route business involves the exclusive installation and
operation of slot machines in non-casino locations, such as
grocery stores, drug stores, convenience stores, bars and
restaurants throughout Nevada.  As of March 31, 2009, the slot
route Debtors operated approximately 6,900 slot machines machines
through Nevada.

The casino business consists of 12 casinos in Nevada, and two in
Missouri and one in Iowa.  As of the petition date, the Nevada
casinos had an aggregate of roughly 5,082 hotel rooms, 329
recreational vehicle spaces/hookups, 6,800 slot machines and 138
table games.  As of the petition date, the non-Nevada casinos had
an aggregate of roughly 2,300 slot machines and 47 table games.
The Iowa casino also offers roughly 60 all-suite hotel rooms and
65 RV spaces with utility hookups.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HSP GAMING: S&P Assigns Corporate Credit Rating at 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to HSP Gaming L.P.  The rating outlook is negative.

At the same time, S&P assigned a 'B-' issue-level rating to HSP's
proposed $180 million senior secured credit facilities, with a
recovery rating of '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.

The ultimate borrower of the proposed financing is a yet to be
named, wholly owned subsidiary of HSP.  Upon the determination of
the borrower name, S&P will be removing the corporate credit
rating from HSP and transferring the rating to the named borrower.
The company plans to use proceeds to fund the construction costs
of the SugarHouse Casino in Philadelphia, Pa., as well as for
general corporate purposes.

"The 'B-' corporate credit rating reflects the vulnerability of
new gaming projects to uncertain demand and difficulties in
managing initial costs, often leading to poor profitability in the
first several months of operations," said Standard & Poor's credit
analyst Michael Listner.  "We are concerned that the interest
reserve account in this case does not provide sufficient cushion
against a slow ramp-up of the property."

In addition, the rating reflects:

* The risk of construction delays and cost overruns (a guaranteed
  maximum price contract is not yet finalized, although the
  company has indicated that one will be in place by the closing
  of the proposed financing),

* HSP's limited diversity as an operator of a single property, and

* An expectation for heightened competition over the intermediate
  term from additional gaming capacity from the proposed Foxwoods
  Casino in Philadelphia.

The property does, however, benefit from a sizable population base
in the greater Philadelphia metropolitan area and solid slot
machine revenue metrics generated by the company's closest
competitors, Philadelphia Park and Chester Downs, located within a
20-mile radius of the casino site.  In addition, while the owners
have contributed a substantial amount of equity to the project, it
is in the form of preferred interests on which a return accrues.
While the credit agreement restricts cash distributions to the
equity holders, the form of preferred equity appears to
contemplate a future cash-out transaction, in S&P's view.

Given its private ownership status, HSP will not be publicly
disclosing its financial information.


HUNTSMAN CORPORATION: Moody's Cuts Corporate Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Ratings for
Huntsman Corporation and Huntsman International LLC, a subsidiary
of Huntsman, to B1 from Ba3, and lowered other ratings as shown in
the ratings list below.  Moody's also assigned a B1 rating to HI's
existing $600 million of 5.5% senior unsecured notes due June of
2016.  The ratings on recently redeemed debt have been withdrawn.
This concludes the rating review of the companies that was
initiated in June of 2007 after Huntsman's announcement that it
had entered into a definitive agreement to be purchased.  The
outlook for Huntsman's ratings is stable.

Huntsman's CFR was lowered to B1 as the company is expected to
continue, over the intermediate term, to face significant negative
margin pressure resulting from declining sales volumes across
virtually all businesses units.  Moody's expect that this pressure
will result in cash flow and credit metrics that, in the
intermediate term, are more consistent with a rating in the low
end of the B category.  The B1 rating and stable outlook reflect
Huntsman's announced plan to use the cash proceeds of recent legal
settlements, net of reductions in debt, including the committed
revolver, to maintain an initial liquidity balance of between
$800 million to $1 billion.

"The stable outlook reflects Huntsman's enhanced liquidity profile
evidenced by the lack of sizeable near term debt maturities until
2013.  However if its cash balance becomes depleted before sales
volumes recover, there would be negative pressure on the outlook
and/or ratings." said Moody's analyst Bill Reed.

This summarizes the ratings activity:

Rating Assigned:

Issuer: Huntsman International LLC

  -- Senior Unsecured Regular Bond/Debenture, Rated B1, LGD4, 55%

Ratings Lowered:

Issuer: Huntsman Corporation

  -- Corporate Family Rating, Downgraded to B1 from Ba3

Issuer: Huntsman International LLC

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Probability of default, Downgraded to B1 from Ba3

  -- Senior Secured Bank Credit Facility, Downgraded to Ba2 from
     Ba1, LGD2, 20%

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to B3
     from B2, LGD5, 88%

Outlook Actions:

Issuer: Huntsman Corporation

  -- Outlook, Changed to Stable from rating under review down

Issuer: Huntsman International LLC

  -- Outlook, Changed to Stable from rating under review down

The downgrade of Huntsman's CFR reflects the greater than
anticipated decline in business performance over the last three
quarters and the expectation for a slow recovery in several of
Huntsman's key end markets.  The decline is evidenced by a 40%
drop in adjusted LTM EBITDA to $391 million.  This level of EBITDA
results in gross debt/EBITDA of close to 13X (including pension
and lease adjustments to debt of $725 million and $288 million
respectively).

This unusually high leverage is offset by a substantial amount of
liquidity and the potential for additional cash receipts.  In
total, Huntsman has received some $2,732 million in legal
settlement proceeds in the form of $1,382 million of cash and
$1,350 million in incremental debt obligations with favorable
terms relative to current markets.  To date some $500 million in
debt has been repaid and Moody's believe that a further amount, at
least another $300 - $400 million of debt (aided by an insurance
settlement), could be repaid with a combination of insurance
settlements and cash on the balance sheet.

In connection with an ongoing insurance claim related to an April
2006 Port Arthur, Texas fire, Huntsman has received partial
insurance proceeds to date of $365 million and has claimed an
additional $243 million plus interest.  Moody's expect that the
settlement of insurance claims will continue during 2009 and that
arbitration to settle these claims is expected to occur in
November of 2009.  Any additional anticipated recoveries are
expected to be used to repay secured debt.

The ratings take into account Huntsman's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and requirements for world scale
production capabilities.  The ratings are nevertheless tempered by
very high leverage at this point in the chemical cycle, exposure
to rising prices in some feedstocks, and weakness in many key end
markets, notably automotive and housing.  The stable outlook
reflects Moody's expectation that Huntsman's substantial liquidity
will enable it to withstand the current downturn.  Furthermore it
incorporates Moody's current expectation that excess cash on the
balance sheet combined with the paydown of additional secured debt
should enable Huntsman to avoid a potential financial covenant
problem until demand returns to more normal volumes in 2010.

The notching of the senior secured credit facilities at Ba2, two
levels above the CFR, reflects the combination of anticipated debt
reduction at the secured level along with the benefit of a
substantial cushion of subordinated debt.

Moody's most recent announcement concerning the ratings for was on
June 19, 2008 when Moody's reiterated that the debt ratings and
the corporate family ratings for Huntsman and HI remained under
review for possible downgrade following the announcement by Hexion
Specialty Chemicals and Apollo in which Hexion/Apollo claimed they
would not be required to consummate the previously announced
merger agreement between the two companies.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining and synthetic fiber
industries.  Huntsman had revenues of $8.3 billion for the LTM
period ending June 30, 2009.


IMAX CORP: Reports $2.6 Million Net Income for June 30 Quarter
--------------------------------------------------------------
IMAX Corporation reported net income of $2.6 million, or
$0.05 per diluted share for the second quarter ended June 30,
2009, compared to a net loss of $12.2 million, or $0.29 per
diluted share for the second quarter of 2008.  Total revenues
increased 94% to $41.0 million, compared to total revenues of
$21.2 million last year.  The Company generated operating
income of $6.5 million, a turnaround of over $14.0 million
compared to an operating loss of $7.7 million in the year-ago
period.

As of June 30, 2009, the Company had $270.4 million in total
assets and $288.5 million in total liabilities, resulting in
$18.1 million in stockholders' deficit.

IMAX Chief Executive Officer Richard L. Gelfond stated, "We are
very pleased with our second quarter financial results.  The
strategic and operational groundwork laid over the last two years
came together in the second quarter and resulted in a
significantly larger theatre network and strong film slate, which
drove our return to profitability.  While one quarter does not
make a trend, we believe this quarter is an early indication of
the benefits of our new business model and that the pieces are in
place to continue to deliver revenue growth and profitability for
fiscal 2009."

Included in the Company's second quarter 2009 financial results
are several notable items, including a $3.4 million increase in
share-based compensation expense primarily due to the Company's
increased stock price over the course of the second quarter and
its impact on variable stock-based compensation such as stock
appreciation rights; $1.0 million in fees associated with the
early termination of a service contract; a favorable foreign
exchange translation adjustment of $2.5 million; and a one-time
gain of $400,000 due to the early retirement of debt.  The net
impact of these items was a $1.5 million reduction in net income,
or roughly $0.03 per diluted share.

At the end of the second quarter, the Company's cash position
was $49.0 million, compared to $27.0 million as of December 31,
2008.  During the second quarter, the Company raised $76.3 million
in net proceeds through a common stock offering of 11,270,000
common shares.  A portion of the proceeds was used to repurchase
$44.3 million aggregate principal amount of its 9.625% Senior
Notes due December 2010 which resulted in a one-time gain of
$0.4 million due to the early retirement of debt.  Offsetting the
Company's cash position were investments related to its joint
revenue sharing digital projection systems, which amounted to
approximately $5.7 million in the second quarter compared to
$3.6 million a year ago.  Subsequent to quarter-end, the Company
repurchased an additional $6.0 million of aggregate principal
amount of its 9.625% Senior Notes.

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?4158

                       About IMAX Corporation

IMAX Corporation is one of the world's leading entertainment
technology companies, specializing in immersive motion picture
technologies.  The worldwide IMAX network is among the most
important and successful theatrical distribution platforms for
major event Hollywood films around the globe, with IMAX theatres
delivering the world's best cinematic presentations using
proprietary IMAX, IMAX(R) 3D, and IMAX DMR(R) technology.  IMAX
DMR is the Company's groundbreaking digital re-mastering
technology that allows it to digitally transform virtually any
conventional motion picture into the unparalleled image and sound
quality of The IMAX ExperienceO.  The IMAX brand is recognized
throughout the world for extraordinary and immersive entertainment
experiences for consumers.  As of June 30, 2009, there were 394
IMAX theatres (273 commercial, 121 institutional) operating in 44
countries.


JEFFERSON COUNTY: Governor Riley Calls Special Session
------------------------------------------------------
Alabama Governor Bob Riley called lawmakers back for a special
session of the Legislature starting August 10 to deal with the
financial crisis in Jefferson County.

Governor Riley said, in a statement, "This special session is
necessary to develop a solution to Jefferson County's financial
crisis, one that threatens not only the future of Jefferson County
but also the economic stability of our entire state.  It's in the
best interest of all Alabamians for this special session to be a
success, and I'm calling on legislators to return to Montgomery
with an attitude of compromise so this problem can be solved."

The TCR on August 5, 2009, citing Bloomberg News, reported that
Alabama lawmakers were scheduled to meet August 4 to resume work
on a bill to restore Jefferson County's occupational tax.
Governor Bob Riley, a Republican, said he will call a special
session of the Legislature to vote on a new occupational
tax only if lawmakers agree to a bill beforehand, Bloomberg
reported.

After state lawmakers failed to agree on a new occupational tax in
May, Jefferson County put more than 900 employees, or about 30% of
its workforce, on unpaid leave, in order to cut costs.  As a
result, according to County Commission President Bettye Fine
Collins, the county's 640,000 residents are enduring long lines
and delays in county services as a result of the cuts.

Bloomberg related that the county's occupational tax problems have
superseded a sewer debt crisis that began last year when interest
rates on $3 billion of sewer debt soared as high as 10% amid Wall
Street's credit crunch. Banks, including JPMorgan Chase & Co. and
Bank of America Corp., have granted the county forbearance
agreements on its sewer debt.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

As reported by the TCR on July 24, 2009, Moody's Investors Service
has affirmed the Caa3 rating and negative outlook on Jefferson
County's (Alabama) outstanding $3.2 billion sewer revenue bonds.
Moody's underlying Caa3 rating reflects the likelihood of eventual
repayment by the county of principal, irrespective of outside
enhancement through bond insurance.  It does not reflect the
claims paying ability of Syncora, which is rated Ca and failed to
fulfill its obligation to make a July 1 Bank Bond principal
payment


JER INVESTORS: Cuts Deals With Three Trust Preferred Shareholders
-----------------------------------------------------------------
During the quarter ended June 30, 2009, JER Investors Trust Inc.
entered into an agreement with two holders of its outstanding
trust preferred securities (TRUPs) with an aggregate liquidation
amount of $56.3 million to exchange the TRUPs for:

   (a) $70.3 million aggregate principal amount of junior
       subordinated notes due in 2037;

   (b) the issuance of 307,203 unregistered shares of
       common stock; and

   (c) certain unspecified cash payments.

Additionally, JER entered into an agreement with a third holder of
TRUPs with an aggregate liquidation amount of $3.7 million to
exchange those trust preferred securities for 541,906 unregistered
shares of common stock and certain unspecified cash payments.

JER reports that an aggregate of $60.0 million of TRUPs have been
cancelled through August 1, 2009, in conjunction with these
exchanges, and all interest payment obligations on the TRUPs
through the July 31, 2009, interest payment date have been
satisfied.

The New Notes issued to the two TRUPs Holders will bear interest
at a rate of 0.5% annually through April 29, 2012, or such earlier
date as JER may elect.  Thereafter, JER will pay interest at a
variable rate equal to LIBOR plus 2.25% annually.

JER estimates these swap transactions will reduce cash interest
payments from approximately $1.1 million per quarter on the TRUPs
to approximately $100,000 per quarter on the junior subordinated
notes through April 2012.  Additionally, JER amended certain note
payable obligations to reduce monthly payments from approximately
$400,000 to $75,000 from July through September 2009, and amended
a management agreement to reduce cash basis monthly base
management fees

JER's June 30, 2009, balance sheet showed $261 million in assets
and $241 million in liabilities.

JER Investors Trust Inc. (OTC Bulletin Board: JERT) --
http://www.jer.com/-- is a specialty finance company that invests
in commercial real estate structured finance products.  JER's
target investments include commercial mortgage backed securities,
mezzanine loans and B-Note participations in mortgage loans,
commercial mortgage loans and net leased real estate investments.
JER Investors Trust Inc. is organized and conducts its operations
so as to qualify as a real estate investment trust ("REIT") for
federal income tax purposes.


JOURNAL REGISTER: Emerges From Chapter 11 Bankruptcy
----------------------------------------------------
Journal Register Co.'s pre-negotiated plan of reorganization has
become effective and the Company has successfully emerged from
Chapter 11 bankruptcy protection in less than six months from
commencing the case.  The Company has also closed on its exit
financing consisting of a $150 million Tranche A Term Loan
Agreement with JPMorgan Chase Bank, N.A., as administrative agent,
a $75 million Tranche B Term Loan Agreement with Wells Fargo Bank,
N.A., as administrative agent, and a revolving credit facility
with Wachovia Bank, National Association.

"Over the last six months everyone at the Company has stayed
focused on successfully reorganizing the business in order to
create a strong financial base on which to build a new dynamic
company that is well equipped to compete in today's challenging
economic environment.  We would like to thank our employees,
lenders and advisors for their hard work and many sacrifices to
bring the reorganization to a successful conclusion.  We would
also like to thank our loyal advertisers, suppliers and
subscribers for their ongoing support during this difficult
process.  In the future, we look forward to delivering the high
quality, hyper-local content that is the hallmark of Journal
Register Company through our traditional print media products and
the vast new media opportunities available to the Company," said
Robert P. Conway, the Company's interim Chief Executive Officer.

By agreement with the Company's secured lenders, the allowed
claims of the Company's pre-petition continuing trade creditors
will be paid in full in cash.  In accordance with the Plan, the
other unsecured creditors will be entitled to a pro rata share of
a fixed dollar settlement fund based on the amount of their
allowed claims.  The Company is now privately held by the
Company's pre-petition secured lenders who have been issued the
new common stock of the Company.  The common stock of the Company
that was issued pre-petition was cancelled with no distribution to
the holders.

The Company has appointed a new four-member board of directors.
Joining the Board as Chairman is Joseph A. Ripp, the former Chief
Financial Officer for Time Warner, Inc. and Vice Chairman of
America Online Inc., Michael Diament, a former portfolio manager
for Q Investments, Peter H. Glusker, the Head of Business
Development and International Operations for Gilt Groupe Inc. and
John Paton, the Chairman and Chief Executive Officer of
impreMedia, LLC.  "We are pleased to welcome these accomplished
individuals to the Board and we anticipate that their diverse new
media and traditional media backgrounds will be a tremendous asset
to the Company," said Mr. Conway.

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

Journal Register, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the official committee of unsecured creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the Company's chief restructuring officer.  At the time
of the filing, the Company listed $100 million to $500 million in
total assets and $500 million to $1 billion in total debts.


KEATING CHEVROLET: Files for Chapter 11 in Texas
------------------------------------------------
Keating Chevrolet Inc. -- doing business as Mike Young Motor Co.,
Mike Young Chevrolet and Mike Young Chrysler Dodge Jeep -- filed
for Chapter 11 before the U.s. Bankruptcy Court for the Eastern
District of Texas, in Beumont.

Keating's petition says that assets and liabilities are in the
range of $10 million to $50 million.

Keating estimates that funds will be available for distribution to
unsecured creditors.  It says that it has less than 200 creditors.

The Company filed for Chapter 11 on August 7 (Bankr. E.D. Tex.
Case No. 09-10438).


KINGSLEY CAPITAL: Confirmation Hearing to be Held on August 12
--------------------------------------------------------------
The hearing for consideration of Kingsley Capital Inc.'s second
amended chapter 11 plan of reorganization will be held on
August 12, 2009, at 10:00 a.m.  The U.S. Bankruptcy Court for the
District of Colorado approved the adequacy of the Debtor's third
amended disclosure statement accompanying the Plan on June 5,
2009.

Under the Plan, unsecured creditors will receive distributions of
80% of available cash not used to pay or reserved for allowed
administrative claims, professional fee claims, allowed priority
non-tax claims, and allowed priority unsecured tax claims, pro
rata.  All payments will be applied first to interest and then to
principal.

Holders of Interests will remain unimpaired.

A full-text copy of Kingsley's second amended chapter 11 plan is
available at http://bankrupt.com/misc/kingsley.ch11plan.pdf

A full-text copy of Kingsley's third amended disclosure statement
is available for free at:

       http://bankrupt.com/misc/kingsley.3rdamendedds.pdf

As reported in the TCR on March 10, 2009, Kingsley Capital filed
with the Court a second amended disclosure Statement explaining
its amended plan of reorganization.

The Plan anticipates the orderly collection of the College
Partnership assets, the ordinary course sale or refinancing of the
Ramona Property, and the ordinary course development and sale of
the minerals, for distribution to creditors pursuant to the
priority provisions of the Bankruptcy Code.

The Plan segregates the various claims against and interests in
the Debtors into 10 classes:

    Class 1   San Diego Secured Claim
    Class 2   Fidelity Secured Claim
    Class 3   National Legal Secured Claim
    Class 4   John Grace/New Horizons Secured Claim
    Class 5   Burg Simpson Secured Claim
    Class 6   Priority Non-Tax Claims
    Class 7   General Unsecured Claims
    Class 8   Insider General Unsecured Claims
    Class 9   New Horizon Claims
    Class 10  Interests

Denver, Colorado-based Kingsley Capital Inc. was created in
January 2005 as a wholly owned subsidiary of Chartwell
International, Inc., a printing and publishing company
incorporated in the State of Nevada in 1984.  After January 2005,
Chartwell transferred all of its assets, consisting of real
estate, mineral claims, and its stock holdings in and other claims
against College Partnership, Inc., together will all liabilities,
to Kingsley Capital, Inc.  In January 2008, the Company
transferred its mineral rights to Good Earth Mineral, LLC, a
Colorado limited liability company, in order to create a potential
vehicle for investment and development of the gypsum.  The Company
owns 90% of Good Earth Minerals.  The other three members are New
Horizons, LLC, Alice Gluckman and William Willard.

The Company filed for Chapter 11 relief on May 23, 2008 (Bankr. D.
Colo. Case No. 08-17152).  Christian C. Onsager, Esq., David M.
Rich, Esq., and Michael J. Guyerson, Esq., at Onsager, Staelin &
Guyerson LLC, represent the Debtor as counsel.  The Debtor filed
on June 9, 2008, its schedules of assets and schedules, disclosing
total assets of $10,356,146 and total liabilities of $5,028,840.


KIRK PIGFORD: Court Dismisses Chapter 11 Proceeding
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has dismissed the Chapter 11 proceeding of Kirk Pigford
Construction, Inc.

The Debtor told the Court that it has been unable to formulate a
plan of reorganization, and desires to negotiate with its
creditors outside of the Chapter 11 proceeding.  The Debtor said
the dismissal of its case is in the best interest of all parties
in interest.

                      About Kirk Pigford

Based in Wrightsville Beach, N.C., Kirk Pigford Construction Inc.
-- http://www.kirkpigfordconstruction.com/-- is engaged in the
construction of residential homes primarily in the New Hanover
County, North Carolina areas.  The Company filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. E.D.N.C. Case No. 08-07139).
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents
the Debtor as counsel.  In its schedules, the Debtor listed total
assets of $13,960,930 and total debts of $14,930,779.


LA PLACITA: Shopping Center Rents Constitute Cash Collateral
------------------------------------------------------------
Under Texas law, WestLaw reports, the ambiguities in a deed of
trust and assignment contemporaneously executed by a lender and a
shopping center operator as to whether the operator's assignment
of rents was intended to be an absolute assignment, as provided by
the assignment, or a collateral assignment, as indicated by the
deed of trust, had to be construed against the lender as the
drafter of the deed of trust and assignment.  Therefore, the deed
of trust and the assignment, taken together, created a collateral
assignment, such that the operator owned fee to the rents and the
lender held a security interest therein.  Consequently, the rents
constituted cash collateral in the operator's Chapter 11 case.  In
re Las Torres Development, L.L.C., --- B.R. ----, 2009 WL 2225806
(Bankr. S.D. Tex.).

In their jointly administered Chapter 11 cases, Las Torres
Development, L.L.C., and La Placita Shopping Center, L.L.C.,
requested permission to use the shopping center's $47,000 monthly
stream of rental income, also pledged cash to secure repayment of
$3.2 million owed to MetroBank, N.A., to pay both debtors'
continuing obligations during the pendency of their Chapter 11
cases.  MetroBank objected, contending that rents were not estate
property under the terms of a Deed of Trust and Security Agreement
and an Absolute Assignment of Rents.

The Honorable Jeff Bohm held that:

    (1) the deed of trust and assignment were ambiguous under
        Texas law as to whether assignment of rents was intended
        to be absolute assignment or collateral assignment;

    (2) the deed of trust and assignment, taken together, created
        a collateral assignment, such that the debtor owned fee to
        rents and creditor held security interest therein;

    (3) the rents derived from the shopping center were estate
        property; and

    (4) the debtor's physical possession of rents made those rents
        estate property even if, under state law, the rents were
        absolutely assigned to the lender.

Las Torres Development, L.L.C. (Bankr. S.D. Tex. Case No. 09-
33872) and La Placita Shopping Center, L.L.C. (Bankr. S.D. Tex.
Case No. 09-33885) sought chapter 11 protection on June 1, 2009,
are represented by Christopher Adams, Esq., at Okin Adams & Kilmer
LLP, in Houston, and estimate their assets and debts are between
$1 million and $10 million.


LANDAMERICA FIN'L: Waterstone Has 8.06% Equity Stake
----------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, these entities disclose the number of shares of
LandAmerica Financial Group, Inc.'s common stock they may be
deemed to beneficially own:

                                 LFG Stock
                               Beneficially    Equity Stake
  Entity                          Owned          in LFG
  ------                       ------------    ------------
  Waterstone Asset               1,356,381         8.06%
  Management, LLC,
  Waterstone Market
  Neutral Master Fund,
  Ltd., Waterstone
  Capital Offshore
  Advisors, LP,

  Dimensional Fund               1,303,663         8.43%
  Advisors LP

  AQR Capital                      498,295         3.3%
  Management, LLC

  Perry Corp. and                        0         0%
  Richard C. Perry

  Advisory Research, Inc.                0         0%

Waterstone Asset Management and Waterstone Capital Offshore
Advisors may be deemed to be the beneficial owner of the
securities by virtue of their role as general partners of the
investment manager of the investment fund which owns the
securities.

Dimensional Fund, an investment advisor registered under Section
203 of the Investment Advisors Act of 1940, furnishes investment
advice to four investment companies registered under the
Investment Company Act of 1940, and serves as investment manager
to certain other commingled group trusts and separate accounts.

Perry Corp. is also an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.  Mr. Perry is
a control person of Perry Corp.

AQR Capital and Advisory Research are investment Advisors in
accordance with Section 240.13d-1(b)(1)(ii)(E) of the Securities
Exchange Act of 1934.

                 About LandAmerica Financial Group

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

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

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

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

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


LEHMAN BROTHERS: Alvarez & Marsal Bills $42MM for March-May Work
----------------------------------------------------------------
Alvarez & Marsal North America LLC filed its third quarterly
compensation report for work performed in Lehman Brothers Holdings
Inc.'s Chapter 11 cases for the period March 1 to May 31, 2009.
The report showed that the firm received these amounts for payment
of fees and reimbursement of expenses during the period:

Compensation Period       Professional Fees    Expenses
--------------------      -----------------    --------
03/01/09 to 03/31/09         $18,290,516       $630,089
04/01/09 to 04/30/09         $18,078,638       $708,372
05/01/09 to 05/31/09         $15,858,826       $649,211

Lehman Brothers hired A&M's Bryan P. Marsal as its chief
restructuring officer, as required under the terms of the
$450,000,000 DIP Facility.  Lehman Brothers tapped the services of
Mr. Marsal and other employees of Alvarez & Marsal North America
LLC, in New York, in connection with its restructuring.

Meanwhile, in accordance with the fee protocol approved by the
May 26, 2009 court order, the Fee Committee filed in the U.S.
Bankruptcy Court for the Southern District of New York an initial
report with respect to the panel's review of first interim fee
applications of the professionals retained in the Debtors' cases.
The report was unanimously approved by the Fee Committee members.

A full-text copy of the Report is available without charge
at http://bankrupt.com/misc/LehmanReportFeeCommittee.pdf

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: FSA's Issues on JPMorgan Account Resolved
----------------------------------------------------------
Financial Security Assurance Inc. and Lehman Brothers Inc., as
successor to Lehman Government Securities Inc., are parties to a
Guaranty Agreement dated February 1, 1992, a Custody Agreement
dated February 1, 1992, and certain agreements associated
with the two agreements.

On December 17, 2008, the Court entered a stipulation and order
modifying the automatic stay to permit FSA to liquidate and apply
proceeds of pledge securities relating to certain securities that
were pledged to FSA by LBI to secure LBI's obligations under the
Guaranty Agreement, the Custody Agreement and related documents.

During the period beginning on the entry of the stipulation and
ending on December 17, 2008, certain funds in the aggregate
amount of $1,685,966 were received on account of certain
distributions of principal of and interest on the Original
Collateral and credited to an LBI account held by JP Morgan Chase
Bank, N.A., which Chase then further credited to a suspense
account maintained by Chase.

FSA claims that it holds a continuing first priority perfected
security interest in the Distributions, as proceeds of the
Original Collateral and, consistent therewith, has filed its
proof of claim in LBI's SIPA Liquidation Case.  James Giddens,
the Trustee for the SIPA Proceeding, claims that the
Distributions were released from FSA's security interest by the
terms of the Custody Agreement and that the Distributions are
LBI's property free and clear of FSA's security interest.

FSA and the Trustee have negotiated in good faith concerning the
rights of the parties with respect to the Distributions credited
to the Chase Account and wish to resolve the issues raised
without the considerable expense and delay of adjudicating the
matter.

Accordingly, the parties agree that:

  (a) Provided that funds on deposit in the Chase Account equal
      or exceed the Distribution Amount, FSA is entitled to the
      Distributions in the amount of $1,100,000.

  (b) FSA and the SIPA Trustee jointly direct and authorize
      Chase to transfer to FSA funds from the Chase Account in
      the amount of the FSA Payment by wire transfer to an
      account with The Bank of New York.

  (c) Following the transfer of the FSA Payment, all
      Distributions, together with accrued interest, if any,
      remaining in the Chase Account will be the property of the
      Trustee, free and clear of any interest of FSA.  FSA and
      the Trustee jointly direct and authorize Chase to transfer
      to the Trustee, immediately following the transfer of the
      FSA Payment, any and all funds remaining in the Chase
      Account to an account with Union Bank, N.A.

  (d) Provided that funds on deposit in the Chase Account equal
      or exceed the Distribution Amount, and upon receipt by
      each of FSA and the Trustee of the funds relating to the
      FSA Payment and the Trustee Payment transferred by Chase,
      FSA and the Trustee will be deemed to have waived and
      released any and all claims known or unknown, contingent,
      unliquidated or otherwise each might have against the
      other with respect to the Distributions, the Original
      Collateral, or arising under or otherwise relating to the
      Guaranty Agreement, the Custody Agreement and the related
      documents and agreements.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: HK Lawmakers Question Minibonds Settlement
-----------------------------------------------------------
Hong Kong legislators questioned whether the settlement entered
into among the The Securities and Futures Commission (SFC), the
Hong Kong Monetary Authority (HKMA) and 16 banks, including Bank
of East Asia, Bank of China, Bank of Communications and
Industrial, and Commercial Bank of China, returns enough money to
around 30,000 people who bought $1.8 billion in failed Lehman
Brothers-backed derivatives and whether it punishes the banks that
sold them, the Associated Press reported.

In a legislative hearing on August 3, 2009, Hong Kong lawmakers
questioned why regulators didn't pressure the banks to return the
principals in full, the report said.  Several dozen investors,
according to AP, chanted "100 percent compensation" outside the
legislature building in Hong Kong's financial district before
Securities and Futures Commission Chief Executive Martin Wheatley
testified who said the commission doesn't have the legal power to
order banks to return a certain amount and had to accept what the
banks offered.

"We have all along sought to reach an agreement that can see
rapid return of a significant part of investors' capital, rather
than a very complex and drawn-out set of procedures through the
courts with no certainty as to the ultimate outcome," the AP
cited Mr. Wheatley as saying.

                          The Settlement

The SFC, the HKMA and 16 distributing banks on July 22 jointly
announced that they have reached an agreement in relation to the
repurchase of Lehman Brothers Minibonds from eligible customers.

The Banks have agreed with the SFC and the HKMA without admission
of liability that:

    * each of the Banks will make an offer to repurchase from
      each eligible customer all outstanding Minibonds at a
      price equal to 60% of the nominal value of the original
      investment for customers below the age of 65 or at 70% of
      the nominal value for customers aged 65 or above as at 1
      July 2009.  Customers will be entitled to retain any
      coupon payments received to date;

    * once the underlying collateral is recovered and paid to
      the Banks, each of them will make a further payment of
      initially up to 10% (depending on recoveries) of the
      nominal value of the Minibonds to eligible customers below
      the age of 65 and, if recoveries exceed 70%, the Banks
      will pay the entire excess amount to eligible customers
      who have accepted the repurchase offer;

    * each Bank will make available an amount equivalent to the
      amount of commission income received by it as a
      distributor of the outstanding Minibonds to the trustee of
      the Minibonds to assist in the recovery of the underlying
      collateral for each outstanding series of Minibonds;

    * each of the Banks will immediately implement special
      enhanced complaints handling procedures to resolve, in a
      fair and reasonable manner, all complaints in relation to
      the sale and distribution of other structured products;
      and

    * to demonstrate their commitment in serving the investing
      public with the highest standards of conduct, each of the
      Banks: (i) will engage an independent reviewer, to be
      approved by the SFC and the HKMA, to review its systems
      and processes relating to the sale of structured products,
      to report to the SFC and the HKMA and will commit to the
      implementation of all recommendations by the independent
      reviewer; and (ii) will engage a qualified third party, as
      approved by the SFC and the HKMA, to review and enhance
      complaints handling procedures, and will commit to the
      implementation of all recommendations by such third
      party.

People who have previously reached settlement with the Banks in
relation to Minibonds will not qualify for the repurchase offer.
However, the Banks have undertaken to the HKMA to make ex gratia
payments to those customers that have already entered into
settlements with the Banks and who would have been eligible to
receive the repurchase offer where those customers have received
settlement amounts less than they would have received under this
agreement.  The intention is to bring those customers in line
with eligible customers under this agreement.

In consideration of the agreement, the SFC will discontinue its
investigations into the sale and distribution of Minibonds by the
Banks.  The HKMA has also informed the Banks that as the agreement
contains detailed arrangements for the settlement of claims and
the implementation of robust systems for selling unlisted
structured products and dealing with related customer complaints
in future, it is not its intention to take any enforcement action
against the Banks in relation to Minibond cases that involve
eligible customers who accept the offer.

The SFC considers that this agreement meets the SFC's criteria for
resolution under section 201 of the Securities and Futures
Ordinance for the following reasons:

     * The repurchase scheme should ensure that eligible
       customers who accept the repurchase offer will, subject
       to the recovery and distribution of the underlying
       collateral, receive a total amount that is equal to or
       greater than what they would otherwise recover if they
       were simply paid the current market value of the
       collateral.

     * The agreement takes into account that the recoverable
       value of the collateral is not certain.  Even if the
       recoverable value of the collateral is below the values
       estimated by experts engaged by the Hong Kong Association
       of Banks in late 2008, the proposal will still deliver a
       return for the eligible customers  that is equal to or
       exceeds 60% of their investment (or 70% for customers
       aged 65 or above).

     * The agreement includes a commitment by the Banks, as
       noteholders, to take reasonable steps to expedite the
       return of the collateral.  It is important that any claim
       on the collateral that might reduce its recoverable value
       is negotiated robustly.

     * The agreement represents an opportunity to resolve
       outstanding investigations involving 16 banks in a way
       that will bring benefits to nearly all holders of
       outstanding Minibonds.

     * The agreement includes special measures in which the
       Banks will investigate and resolve in a fair and
       reasonable manner all complaints involving the sale and
       distribution of other structured products.

     * The agreement also remediates the Banks' systems and
       processes to meet the highest standards that will provide
       enhanced protection to the investing public in the future
       and give the investing public an assurance that the
       parties are determined to ensure these events are not
       repeated.

     * The SFC and the HKMA believe that the repurchase offer by
       the Banks is a reasonable one and is in the public
       interest.

"Strong markets, like Hong Kong's, need strong regulations.  This
agreement will provide substantial benefits for the vast majority
of customers holding Minibonds that would not otherwise be
received by them and, given the number of Banks and customers
involved, the agreement is a watershed in the regulation of
financial services in Hong Kong," said the SFC's Chief Executive
Officer, Mr. Martin Wheatley.

"Specifically, the agreement paves the way for customers who hold
Minibonds to receive a substantial return of their capital.
Secondly, the financial support of the Banks, using the commission
income received in the sale of Minibonds, will expedite the return
of the underlying collateral to Hong Kong Minibond holders.  This
aligns the interests of the Banks and customers holding Minibonds.
Thirdly the agreement provides the framework for the Banks to
develop higher standards of practice in the future and to resolve
complaints in relation to other structured products.  For these
reasons, the SFC firmly believes it is an appropriate resolution
of the Minibond issue with these banks," remarked Mr. Wheatley.

Mr. Y K Choi, Deputy Chief Executive of the HKMA, said: "The HKMA
welcomes and supports the repurchase scheme and considers it to be
practical, reasonable and in the interests of the great majority
of Minibond investors. The HKMA encourages eligible customers to
consider the repurchase offer by the Banks."

Dr The Hon Sir David Li Kwok Po, Chairman and Chief Executive of
The Bank of East Asia, Ltd, said on behalf of the Banks: "The
Banks are pleased to have reached this agreement with the SFC and
the HKMA which we believe will benefit Hong Kong as an
international financial centre.  It evidences our joint effort
to assist the Minibond investors in Hong Kong who have been
impacted by the sudden collapse of the Lehman Brothers Group, and
to reinforce public confidence in Hong Kong's banking, financial
and regulatory systems.  This agreement demonstrates our
unwavering commitment to the good of Hong Kong and the welfare of
our customers.  We will continue to work with the SFC and the
HKMA to maximise the confidence of our customers in Hong Kong's
banks, and to ensure that the standards maintained by Hong Kong's
banks will be in line with international best practice."

The SFC acknowledges the substantial assistance of the HKMA in
the investigation of these cases.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: SONICblue Estate to Pay $1.3MM LBI Claim
---------------------------------------------------------
Lehman Brothers Holdings Inc., James Giddens, as trustee for the
liquidation proceedings of Lehman Brothers, Inc., and SONICblue
Incorporated, Diamond Multimedia Systems, Inc., ReplayTV, Inc.,
and Sensory Science Incorporated, ask the Court to approve a
stipulation providing that LBI will be entitled to receive
distributions on account of its Scheduled Claim in SONICblue's
bankruptcy cases.

SONICblue scheduled "Lehman Brothers" as holding a non-
contingent, undisputed, and liquidated claim in the SONICblue
Bankruptcy Proceeding of $1,327,188.

The stipulation further provides that LBI Trustee is authorized
to execute any document and take any other action necessary to
allow the SONICblue Plan Administrator to make distributions on
the Allowed Lehman Brothers Claim in accordance with the terms of
the stipulation.

The stipulation is also filed in the liquidation proceedings of
Lehman Brothers, Inc.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Stipulations on Return of Erroneous Transfers
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and JPMorgan Chase Bank, N.A.,
sought and obtained the Court's approval of a stipulation
requiring LBHI to immediately return $1,385,000 to JPMorgan.  The
amount was erroneously wired to LBHI (UK) at Bank of America
account number 6550161536.  JPMorgan has informed LBHI that the
Transfer was made in error and has asked for a return of the
Misdirected Funds.  Following receipt from JPM of information
concerning the Transfer, and having conducted an internal review
and investigation, LBHI has determined that the Misdirected Funds
should be returned to JPM.

Meanwhile, James Giddens, trustee for Lehman Brothers Inc.,
obtained the Court's approval of the stipulations he entered into
with these parties concerning the return of funds erroneously
transferred to LBI's bank accounts:

Parties                                           Amount
-------                                        -----------
RCG Endeavour LLC                               $4,589,104
Florence Mildred Terry Ttee                       $110,000
Cadbury PLC                                      GBP54,533
Paradise Enterprises Limited                      $130,000

Mr. Giddens is awaiting the Court's approval of the stipulation
he entered into with James and Ann Marie Corner JTWROS to return
$150,000.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: To Assign Visteon Loan to Pentwater
----------------------------------------------------
Lehman Brothers Holdings, Inc., Lehman Commercial Paper, Inc.,
and their debtor affiliates, and Pentwater Capital Management,
LP, dispute whether LCPI may seek to assume the trade of a
$3 million term loan of borrower Visteon Corporation as a trade
with Pentwater and whether the Visteon Trade is enforceable
against Pentwater.

Pentwater, informed LCPI that it wished to acquire the Visteon
Debt from LCPI through a "total return swap" with Deutsche Bank
AG, New York Branch.  Consistent with industry practice, LCPI
prepared a written LSTA Par/Near Par Trade Confirmation for
signature by DB, in its capacity as purchaser.  The Debtors
submit that the effort by LCPI to accommodate Pentwater's TRS
financing does not in any way release Pentwater from its
obligations to LCPI with respect to the trade.  LCPI believes
that a binding oral agreement was reached with Pentwater with
respect to the Visteon Trade and that the Visteon Trade is
enforceable against Pentwater.  Pentwater denies that it was ever
obligated to purchase the Visteon Debt.

To avoid protracted litigation over the dispute, Pentwater and
the Debtors have agreed that LCPI may assume the Visteon Trade
and that the Parties will settle the Visteon Trade at a reduced
price.  The Official Committee of Unsecured Creditors has
consented to LCPI's assumption of the Visteon Trade and to
settlement of the Visteon Trade at that price.

The parties further agree that:

  (a) Subject to the terms of a letter agreement between LCPI
      and Pentwater, dated July 30, 2009, Pentwater is the
      counterparty to the Visteon Trade and the Visteon Trade is
      enforceable against Pentwater.

  (b) The Parties agree that the purchase rate by which the
      Parties will calculate the amount payable to LCPI upon
      settlement of the Visteon Trade will be reduced from the
      purchase rate set forth in the original Visteon Trade as
      set forth in the Letter Agreement.  In addition, LCPI has
      agreed to increase the amount of Visteon Debt that will be
      sold to Pentwater under the Visteon Trade to $3,349,351.

  (c) Pentwater agrees to forego all further objection with
      regard to the Visteon Trade, with prejudice and without
      reservation of rights.

  (d) The Parties agree to use commercially reasonable efforts
      to settle the Visteon Trade, and further agree that the
      Visteon Trade will settle in accordance with the LSTA
      Standard Terms, including adjustments to pricing.

  (e) Pentwater and LCPI mutually waives all claims against each
      other relating to the Visteon Trade and the September 4th
      Trade and releases any other setoff, recoupment, or
      counterclaims relating to the Visteon Trades, with the
      exception of claims that may arise hereunder, under the
      Letter Agreement, or under the documents executed in
      connection with the closing of the Visteon Trade.

  (f) Pentwater will not be entitled to assert or take any
      action to exercise a right to set off any claim that it
      might have against LCPI or any of LCPI's affiliates
      against Pentwater's obligation to make payment to LCPI
      pursuant to the Visteon Trade.

The Court has already approved a stipulation among Lehman Brothers
Holdings Inc., R3 Capital Management LLC and BLT-39 LLC.  The
stipulation authorizes LBHI to terminate five trade confirmations
with R3 and one trade confirmation with BLT-39.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LENNY DYKSTRA: Creditor Wants Case Converted to Chapter 7
---------------------------------------------------------
Mike Fish at ESPN.com reports that Index Investors' lawyers have
filed a motion in the U.S. Bankruptcy Court asking that Lenny
Dykstra be replaced as trustee of the estate and the case be
converted to Chapter 7 liquidation from Chapter 11 reorganization.

A hearing on the motion is set for August 11, ESPN.com states.

Index Investors made two separate loans totaling $770,000 in 2008
secured against the Thousand Oaks estate home Mr. Dykstra bought
from Wayne Gretzky for $18.5 million in 2007.  The loans, ESPN.com
relates, entitle Index Investors to the second and third secured
interest in the property.  The report says that the first lien is
held by JP Morgan Chase as security against a $12 million loan on
the home.  The property is his most valuable property asset,
ESPN.com states.

Index Investors, according to ESPN.com, claimed that Mr. Dykstra
induced them into making the loans by offering financials that
represented his net worth in excess of $58 million.  Court
documents say that Mr. Dykstra initially wanted the money to cover
past-due attorney fees and to purchase an engine for his
Gulfstream jet, which he said would then be sold and the proceeds
used to cover the initial loan.  Dykstra, according to court
documents, never made a payment on either of the two loans.

According to ESPN.com, Index Investors accused Mr. Dykstra of
having "engaged in fraudulent and deceitful acts".  ESPN.com says
that Mr. Dykstra misrepresented in July 2008 that he had insured
the home.  ESPN.com states that attorneys for his creditors
discovered that Mr. Dykstra had presented them a policy that had
been canceled after he failed to pay the $7,800 premium.

Citing Index Investors' attorneys, ESPN.com relates that Mr.
Dykstra isn't qualified to manage the estate during bankruptcy.
The lawyers described Mr. Dykstra as "an individual whose fortunes
have soured, and whose abilities are suspect," and said that his
"post-petition conduct mirrors his pre-petition conduct [which has
resulted in numerous lawsuits being filed against him]," ESPN.com
states.

Westlake Village, California-based Lenny Dykstra is a former Major
League Baseball All-Star.  He was center fielder for the New York
Mets and Philadelphia Phillies.  He filed for Chapter 11
bankruptcy protection on July 7, 2009 (Bankr. C.D. Calif. Case No.
09-18409).  M Jonathan Hayes, Esq., at the Law Office of M
Jonathan Hayes in Northridge, California, assists the Debtor in
his restructuring efforts.  The Debtor listed up to $50,000 in
assets and $10,000,001 to $50,000,000 in debts.


LINN ENERGY: Asset Sale Deals Won't Affect Moody's 'B1' Rating
--------------------------------------------------------------
Moody's commented that Linn Energy, LLC's announcement that it had
signed two agreements to purchase assets in the Permian Basin
located in West Texas for $118 million in cash would have no
immediate impact on Linn's B1 corporate family rating or B3 (LGD
6; 91%) senior unsecured note rating.  The transactions will
expand Linn's operation base with only a small increase in its
leverage metrics, which remain with the current rating range.  The
outlook is stable.  The transaction is expected to close before
October 1, 2009.

Moody's last rating action for Linn dates from May 12, 2009, at
which time Moody's assigned a B3 (LGD 6; 91%) rating to Linn's
proposed senior unsecured notes and affirmed its existing B1
Corporate Family Rating, B1 Probability of Default Rating, and
existing B3 (LGD 6; though the point estimate was changed from 92%
to 91%) senior unsecured note ratings.  The SGL-3 Speculative
Grade Liquidity Rating was also affirmed.

Linn Energy is a Houston, TX based independent energy company
engaged in the development, production, acquisition, and
exploitation of long life crude oil and natural gas properties in
the United States.  The company's reserves and production are
located in California and Mid- Continent regions.


LOWER BUCKS: Moody's Junks Rating on $27 Mil. Series 1992 Bonds
---------------------------------------------------------------
Moody's Investors Service has downgraded to Caa3 from B3 the
rating assigned to Lower Bucks Hospital's outstanding Series 1992
bonds ($27 million outstanding) issued by Langhorne Manor Higher
Education and Health Authority.  The rating downgrade is
attributable to a very thin liquidity position, growing operating
losses and material decline in volumes, and Moody's belief that
the likelihood of payment default or bankruptcy filing is higher
now than in past reviews.  At this time Moody's are removing the
rating from Watchlist; the rating outlook is negative.

Legal Security: Gross Revenue pledge of LBH with a negative
mortgage lien.  1.10 times maximum annual debt services rate
covenant required in the 1992 Series Bond Loan and Security
Agreement.  Fully funded debt service reserve intact.

Interest Rate Derivatives: None

                            Challenges

* Material decline in liquidity to $4.5 million or 14 days cash on
  hand as of May 31, 2009, down 45% since the end of FY 2008 when
  unrestricted cash stood at $8.2 million or 24 days cash on hand;
  no line of credit available to LBH

* Continued escalation in losses with an operating deficit of
  $8.3 million (-8.0% deficit margin) through the first eleven
  months of FY 2009, nearly double the loss of $4.5 million (-3.6%
  deficit margin) in FY 2008; management is uncertain at this time
  if it will make its rate covenant

* Continued decline in admissions, which are down 12.7% through
  May 31, 2009 compared to the prior year period, surgery cases
  are down 3.9% through the same period due to physician and
  hospital competition and an eight-day closure of the operating
  suites in January after a sprinkler malfunction

* LBH is applying for "distressed status" designation by the
  Pension Benefit Guaranty Corporation because it is unable to
  make current pension payments, another indication of a very weak
  financial position

* State fiscal pressures, which may reduce or eliminate any future
  state appropriations for indigent care to LBH ($1.25 million
  received in FY 2009, down from $4.3 million in FY 2008)

                    Recent Developments/Results

The downgrade to Caa3 follows the receipt of eleven-month
(unaudited) fiscal year 2009 statements showing a continuation of
large operating losses and a very thin unrestricted cash position.
The downgrade is also based on Moody's belief that the likelihood
of bankruptcy is higher than Moody's last review three months ago
based on a very weak liquidity position, the seeking of
"distressed status" designation by the Pension Benefit Guaranty
Corporation by LBH, and Moody's belief that LBH's viable
alternatives to restoring liquidity to meet debt service payments
and operating needs are limited.

LBH continues to face financial challenges.  Cash has declined to
a very thin $4.5 million or 14 days cash on hand as of May 31,
2009, down from $8.2 million or 24 days at the end of FY 2008.
The hospital has no line of credit for working capital needs; at
this time vendors are not on C.O.D.  payments.  LBH has frozen the
pension plan and is seeking a "distressed status" designation by
the Pension Benefit Guaranty Corporation because management has
stated that the hospital cannot afford to make the required
pension contributions.  If received, the PBGC will take over the
required pension funding.  Management has strictly limited capital
spending to equipment replacement and patient safety issues to
preserve cash.  LBH remains on time with debt payments with
principal paid every July and interest paid semiannually.  The
debt service reserve fund is fully funded and management has
stated its intention not to tap it.

Operating losses are escalating with a loss of $8.3 million
through the first eleven months of FY 2009, compared to
$3.8 million loss through the comparable prior year period.
Operating cash flow is currently negative.  Management reports
that the month of June showed positive operating income.  With
expense adjustments, the hospital expects to show positive cash
flow on a monthly basis.  Management is uncertain as to whether it
will meet its rate covenant at this time (1.10 times maximum
annual debt services as defined in the 1992 Series Bond Loan and
Security Agreement).  LBH received $1.25 million in state
appropriations in FY 2009, down from $4.3 million in FY 2008.
Through its board members, LBH has good political connections with
the state, as evidenced by a history of securing such funding.
Moody's caution that these funds are annually appropriated and
there is no guarantee of future funding especially as the state is
under severe fiscal pressure and is late in passing its budget.
Management is anticipating another $4 million-$5 million will be
received in FY 2010 and continues to cut expenses through FTE
reductions and a hiring freeze.  Volume declines are sizable and
concerning.  Through eleven months of FY 2009, admissions declined
by 12.8% from the prior year comparable period due to consumer
preference for other competing inpatient and ambulatory
facilities.  To date, attempts to find a capital partner have not
been successful.  The board of LBH has decided it will not close
inpatient services which Moody's believe may be an impediment to
finding a partner.

                             Outlook

The negative rating outlook reflects the deteriorating financial
position of LBH and Moody's belief that if LBH files for
bankruptcy a lower rating may be warranted based on the estimated
recovery value of the bonds.

                 What would change the rating -- UP

A rating upgrade is highly unlikely in the short-term; over the
longer-term, a rating upgrade would be considered if LBH makes and
sustains substantial operating improvement, rebuilds cash and
stems volume losses to demonstrate long-term viability

               What could change the rating -- DOWN

* Payment default or bankruptcy filing

Rated Debt (as of June 30, 2008):

* Series 1992: $27 million outstanding

The last rating action taken with respect to Lower Bucks
Hospital's revenue bond rating was on March 26, 2009, at which
time Moody's affirmed the B3 rating and negative outlook.


LYONDELL CHEMICAL: Court Approves J. Gallogly Employment Pact
-------------------------------------------------------------
Lyondell Chemical Co. and its affiliates obtained approval from
Judge Robert Gerber of an employment agreement they entered into
with James L. Gallogly, whereby Mr. Gallogly will serve (i) as
manager and chief executive officer of the board of managers of
Debtor LyondellBasell AFGP S.a.r.l., and (ii) as chief executive
of Debtor Lyondell Chemical Company.  LBI GP is a general partner
of Debtor and parent LyondellBasell Industries AF S.C.A.

Pursuant to the employment agreement between James L. Gallogly
and the Debtors, Debtors' emergence from Chapter 11 and any
transactions directly and indirectly related to the emergence,
prior to or after the emergence, does not trigger the enhanced
change in control payments, Judge Gerber said.

George A. Davis, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that Mr. Gallogly succeeds Volker Trautz who
retired as chief executive officer of LBI.  He discloses that the
Supervisory Board was tasked with overseeing the selection
process of a new CEO.  After a multiple-stage screening process,
including follow-up interviews, consulting with references and
conducting thorough due diligence of the candidates, the Debtors
determined that Mr. Gallogly was the most qualified of the
Candidates to assume the roles of Manager and CEO of the Board of
Managers of SARL and CEO of LCC, he notes.

Mr. Davis notes that the Employment Agreement is to take effect
as of May 14, 2009.  If the Debtors' emergence has not occurred
on or before December 31, 2011, the Employment Agreement will
expire on December 31, 2011, unless Mr. Gallogly agrees to allow
the Employment Agreement to continue in accordance with the
initial term.

Pursuant to the Employment Agreement, Mr. Gallogly will be paid
in these terms:

  (a) a base salary of $1,500,000 per year;

  (b) a signing bonus of $2,500,000, payable within five days
      after the approval date;

  (c) an annual cash bonus based on the attainment of
      performance targets to be agreed in advance each year
      between Mr. Gallogly and the Board of Directors, which
      will range from $0 to 200% of Base Salary, depending on
      the level of achievement of the applicable performance
      criteria established.  For 2009, the bonus will be 200% of
      the Base Salary earned from the Effective Date to the end
      of December 31, 2009 on a prorated basis;

  (d) entitlement to participate in an incentive plan with other
      members of Lyondell's senior management team, in an amount
      as may be determined by the Board of Directors, whereby
      1.1% to 2.0% of Lyondell's Consolidated EBITDAR, during
      each of the first three years after emergence, or another
      amount as may be determined by the Board of Directors in
      consultation with Mr. Gallogly on an annual basis, will be
      allocated for senior management bonuses, to be paid out
      over time as established by the Board of Directors;

  (e) after Emergence, LBI will issue Mr. Gallogly restricted
      shares of its common stock valued at $25 million
      consistent with the valuation of LBI's common stock shares
      in a reorganization plan and confirmed by the Court and
      options to purchase an additional number of shares equal
      to 1% of the shares of Common Stock to be outstanding
      pursuant to the Reorganization Plan at the time of
      Emergence.  The Emergence Restricted Stock will vest on
      the fifth anniversary of the Effective Date, provided that
      Mr. Gallogly remains employed by Lyondell through that
      date.  The Emergence Options will vest and become
      exercisable on a schedule that is equivalent to five equal
      annual installments commencing on the first anniversary of
      the Effective Date, provided that Mr. Gallogly remains
      employed by Lyondell through each applicable vesting date.
      The exercise price of the Emergence Options will be
      equal to the value per share of the Common Stock in the
      Reorganization Plan and the Emergence Options will be
      exercisable for a period of seven years after the date of
      the grant, including if Mr. Gallogly's employment ends at
      or after the expiration of the Employment Agreement; and

  (f) entitlement to participate in or receive benefits under
      any pension plan, profit sharing plan, stock option plan,
      stock purchase plan or arrangement, health, disability and
      accident plan or any other employee benefit plan or
      arrangement made available now or in the future to
      senior executives of Lyondell Chemical.  In addition, Mr.
      Gallogly will be entitled to perquisites and prompt
      reimbursement, for all reasonable expense related to his
      duties under the Employment Agreement.

Mr. Gallogly's employment may be terminated under certain
provisions of the Employment Agreement, a full-text copy of which
is available for free at:

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

Mr. Davis stresses that the hiring of Mr. Gallogly was a critical
step to prevent customer defections and promote confidence among
the Debtors' suppliers.  He maintains that appointment of Mr.
Gallogly as CEO will help the Debtors move forward with their
business plan and emerge successfully from Chapter 11 in a timely
fashion through their use of Mr. Gallogly's extensive experience
in the energy, chemicals and polymers industries.  If the Debtors
are without a permanent CEO for a prolonged period, the Debtors
and their creditors would be harmed through a significant lack of
leadership, he argues.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAMMOTH SAN JUAN: Sec. 341(a) Meeting Continued to August 19
------------------------------------------------------------
Mammoth San Juan Capistrano I, LLC, gives notice that the meeting
of creditors previously scheduled for August 7, 2009, at 2:00 p.m.
has been continued to August 19, 2009, at 10:00 a.m.

As reported in the TCR on July 30, 2009, the U.S. Trustee for
Region 16 will convene a meeting of creditors in Mammoth San Juan
Capistrano I LLC's Chapter 11 case on August 7, 2009, at 2:00 p.m.

San Juan Capistrano, California-based Mammoth San Juan Capistrano
I LLC operates a real estate business.  The Company filed for
Chapter 11 on July 8, 2009 (Bankr. C. D. Calif. Case No.
09-16836).  Thomas Corcovelos, Esq., at Corcovelos Law Group
represents the Debtor in its restructuring efforts.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


MECACHROME INTERNATIONAL: Creditors Meeting to be Hld on August 26
------------------------------------------------------------------
In a legal notice dated August 10, 2009, Ernst & Young Inc. and
Samson Belair/Deloitte & Touche Inc., co-monitors appointed by the
Superior Court of the Province on Quebec under the Companies'
Creditors Arrangement Act, announces that further to the initial
order dated December 12, 2008, issued by the Court, Mecachrome
International Inc., Mecachrome Canada Inc., Mirabel-Mecachrome
Inc., Mecachrome Montreal-Nord Inc. and Mecachrome Technologies
Inc. have filed with the Court a plan of arrangement and
compromise pursuant to the CCAA and Section 191 of the Canada
Business Corporations Act.

The stay period under the initial order has been extended from
time to time by the Court until August 31, 2009.  The observation
period under the safeguard procedure in France has been extended
by the French Court until December 12, 2009.

The meeting of Affected Creditors will be held in the Salon
Jolliet of Hotel Fairmont Le Reine Elizabeth, located at 900 Rene-
Levesque West, Montreal, Quebec, Canada at 2:00 p.m., on
August 26, 2009, for the purposes of:

(i) considering and voting on the Plan as prepared by the
     Companies or as it will be changed or modified by them up to
     and during the meeting; and

(ii) transacting such other business as may properly come before
     the Creditors' Meeting.

To have the right to assist at the Creditors' Meeting and vote on
the Plan, affected creditors must have submitted proofs of claim
and proven their claims in the manner and within the time
specified in the Claims Procedure Order, dated March 20, 2009, and
in the Creditors' Meeting Order, dated August 4, 2009, that are
available on the Web site http://www.ey.com/ca/mecachrome/ No
other person will be entitled to attend or vote at the Creditors'
Meeting.

The Monitor sent to all Companies' affected creditors (except
Noteholders of Mecachrome International Inc.), by regular mail, on
August 6, 2009, the Meeting Materials including, a Notice to
Creditors, a copy of the Plan, a Form of Proxy, Vote and Election
Notice, including creditors instructions and a copy of the
Creditors' Meeting Order, dated August 4, 2009.

The Noteholders of Mecachrome International Inc. will be contacted
directly by their brokers and/or nominees and they will have
access to the Beneficial Noteholders' Meeting Materials via the
following website http://www.ey.com/ca/mecachrome/ Affected
Creditors who have not received their copy of these materials or
who wish to obtain additional information or public documents
concerning this affair may consult the website or contact the
Monitor by telephone at (514) 879-3557 or by telecopier at
(514) 395-4933.

As reported in the TCR on December 15, 2008, Mecachrome
International Inc. has obtained court protection under
the Companies' Creditor Arrangement Act in Canada, and that its
French subsidiaries have obtained similar protection under the
safeguard procedure in France.

These filings were made in the context of the Board's ongoing
review of Mecachrome's strategic alternatives to improve
Mecachrome's liquidity and financial position and reduce its
financing costs.

In addition, Mecachrome is in advanced discussions with potential
lenders in order to conclude a secured debtor-in-possession
financing to support it during the restructuring.

"Our goal is to allow Mecachrome to continue to operate as a going
concern for the benefit of all those affected, including our many
loyal employees, customers and suppliers.  We believe that the
steps we are taking today, combined with the financing we are in
the process of finalizing, will provide us with the ability to
protect the value of the business for our stakeholders" said Mr.
Christian Jacqmin, Mecachrome's president and CEO.

Mr. Jacqmin added: "[Fri] ay's filings are the result of
industry-wide challenges in our business segments, combined
with Mecachrome's leverage and its inability to raise capital
in the current market environment.  The steps we initiated
today will allow Mecachrome to make the necessary changes to
ensure its longterm viability."

While under CCAA protection, Mecachrome's Board of Directors
maintains its usual role and its management remains responsible
for the day-to-day operations of Mecachrome.  Mecachrome has
retained RBC Capital Markets to act as its financial advisor and
Ernst & Young Inc. will serve as Court-appointed monitor during
the CCAA process in order to assist Mecachrome throughout the
restructuring.  While under the CCAA protection, Mecachrome will
continue its efforts to recapitalize.

                 About Mecachrome International

Headquartered in Quebec, Canada, Mecachrome International Inc.
(TSX:MCH) -- http://www.mecachrome.com/-- designs, engineers,
manufactures and assembles complex precision-engineered
components for aircraft and automotive applications, including
aerostructural and aircraft engine components, high-end
automobile engine components and motor racing engines.
The company currently operates principally in France and Canada.

Mecachrome International Inc., et al filed for Chapter 15 with the
U.S. Bankruptcy Court for the Central District of California in
Los Angeles on June 5, 2009 (Case No. 09-24076).  The Hon. Richard
M. Neiter presides over the case.  Daniel H. Slate, Esq., at
Buchatler Nemer, reprepresents the Chapter 15 Debtors as counsel.
In its petition, the Debtors listed between $100 million and
$500 million in assets, and between $500 million and $1 billion in
debts.


MERIDIAN AUTOMOTIVE: Voluntary Chapter 7 Case Summary
-----------------------------------------------------
Debtor: Meridian Automotive Systems, Inc.
        aka American Bumper & Mfg. Co.
        fka Meridian Automotive Systems, Inc.
        fka Meridian Automotive Systems (Delaware), Inc.
        999 Republic Drive
        Allen Park, MI 48101

Bankruptcy Case No.: 09-12806

Debtor-affiliates filing separate Chapter 7 petitions:

        Entity                                     Case No.
        ------                                     --------
Meridian Automotive Systems - Angola Operations    09-12807
Meridian Automotive Systems - Composites Operation 09-12808
Meridian Automotive Systems - Construction, Inc.   09-12809
Meridian Automotive Systems - Detroit Operations   09-12810
Meridian Automotive Systems - Grand Rapids
Operation                                         09-12812
Meridian Automotive Systems - Heavy Truck
Operation                                         09-12813
Meridian Automotive Systems - Mexico Operations    09-12814
Meridian Automotive Systems - Shreveport Operation 09-12816

Type of Business: Meridian supplies technologically advanced
                  front and rear end modules, lighting, exterior
                  composites, console modules, instrument panels
                  and other interior systems to automobile and
                  truck manufacturers.  Meridian operates 22
                  plants in the United States, Canada and Mexico,
                  supplying Original Equipment Manufacturers and
                  major Tier One parts suppliers.

                  See http://www.meridianautosystems.com/

Chapter 11 Petition Date: August 7, 2009

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: John D. McLaughlin, Jr., Esq.
                  Young, Conaway, Stargatt & Taylor LLP
                  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
Debtors'
Co-Counsel:       Foley & Lardner LLP

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

A copy of Meridian's schedules of assets and liabilities and
statement of financial affairs, filed simultaneous to its
bankruptcy petition is available for free at:

          http://bankrupt.com/misc/MERIDIAN_SALS.pdf
          http://bankrupt.com/misc/MERIDIAN_SOFA.pdf

Meridian's petition was signed by Richard E. Newsted, president
and chief executive officer.


FRONTIER AIRLINES: Southwest Submits Bid of More Than $170 Million
------------------------------------------------------------------
Southwest Airlines confirmed Monday that the carrier submitted its
binding cash offer of more than $170 million to acquire Frontier
Airlines, which will be sold at auction as part of Frontier's
bankruptcy case.  The bid was submitted to Frontier in accordance
with the procedures established in the U.S. Bankruptcy Court for
the Southern District of New York.

Over the next week, Southwest will discuss its offer with the
various interested parties.  The auction is expected to commence
on Thursday, Aug. 13.  Once the auction is concluded, the
bankruptcy court must still approve the selection of the winning
bidder.  From there, the bid will undergo review by the United
States Department of Justice, which is normal and customary when
one airline is purchasing another.

Southwest said that, at this point, it is premature to release
complete details of its offer, which may change during the auction
process before a winning bid is approved by the bankruptcy court.
The offer contemplates that Southwest acquire approximately 80
percent of Frontier's existing Airbus fleet, which translates into
about 40 aircraft, plus all of Lynx. Initially, Frontier would
operate its Airbus aircraft as it does today, with a planned
retirement of the Airbus fleet and transition to Southwest's
Boeing 737s over a period of approximately 24 months. Despite the
initial reduction in the fleet, Southwest intends to maintain all
existing markets, as well as add new nonstop routes from Denver
that are not served by either Southwest or Frontier today.

"We believe our bid ultimately should be seen as the strongest
offer by all interested parties, including Frontier, its
creditors, Employees, and Customers," said Gary Kelly, Southwest's
Chairman of the Board, President, and CEO.  "Southwest is a
financially stable Company, and through this acquisition, will
continue to provide Denver its historically low fares into the
future.  Frontier is up for sale.  The bankruptcy process will
lead to change at Frontier in any scenario.  Given Southwest's
history and track record of running a successful airline, we
believe that our bid is the best option on the table for Frontier,
Southwest, and the traveling public.  A successful acquisition of
Frontier Airlines by Southwest will expand a network of legendary
low fares to additional cities, add jobs into Southwest through
growth, and strengthen low-fare competitive pressure in Denver and
other cities."

Southwest submitted its initial indication of interest to acquire
Frontier Airlines on July 30, 2009, which gave the carrier an
opportunity to engage with Frontier in the due diligence required
to determine the scope of a binding proposal.

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Has Pact With Teamsters on Concessions
---------------------------------------------------------
Frontier Airlines and Teamsters Local 961 have entered into a
consensual, long-term labor agreement and a comprehensive
settlement of the company's litigation under Section 1113 of the
Bankruptcy Code.

The agreement modifies the wage and benefit reductions Frontier
obtained from its International Brotherhood of Teamster-
represented employees under a Bankruptcy Court order last
November.  The new agreement's modified wage and benefit
reductions are comparable to the consensual reductions Frontier
has obtained from its other employee groups.  The settlement, if
ratified, also will resolve the ongoing appeals of last year's
Bankruptcy Court order.

The proposed agreement, which is endorsed and supported by Local
961 leadership, will be put before Frontier's maintenance
employees for a ratification vote.  The Local anticipates it will
hold the ratification vote on the agreement and count ballots by
Aug. 20.

"Frontier and the IBT worked together to negotiate an agreement
that takes into account the best interests of Frontier, the IBT
and, most importantly, all of our maintenance employees," said
Frontier President and CEO Sean Menke. "I applaud the IBT
leadership for working with us to reach this agreement. It
provides us with cost assurances and labor certainty as we proceed
with the upcoming auction process and our anticipated emergence
from bankruptcy."

"The Teamsters Union and its members understand the importance to
our members and to Frontier of this agreement," said Matthew
Fazakas, President and Principal Officer of Teamsters Local 961.
"On behalf of the IBT leadership, we fully endorse this agreement
and will work to achieve ratification as promptly as possible."

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.

                 About Frontier Airlines Holdings

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

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

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

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


MICHELLE SHEPHERD: Bankruptcy Auction on August 19
--------------------------------------------------
The Bankruptcy Auction concerning Michelle Shepherd of Ashe
County, NC will be held at 209 Kemp Drive in West Jefferson, NC on
Wednesday, August 19 at 11 a.m.

Michelle Shepherd pleaded guilty to 16 felony counts of
embezzlement and 11 counts of obtaining property by false
pretense.  She was sentenced to 15 to 20 years in the NC
Department of Corrections.  Shepherd's case is the largest proven
embezzlement and fraud case in the history of the state of NC by a
single lawyer.

The items up for auction include a Jerry Bickel Drag Racing Car,
Car Hauler, Tractor, Lexus SUV, Camper, Tools and much more.

The auction marketing firm of Iron Horse Auction Company, Inc. has
been ordered by the US Bankruptcy Court to conduct their auction.

Bill Lilly of Iron Horse Auction Company, Inc. states, "The assets
in this case are of the best quality and in excellent condition.
We are very pleased to be able to assist the courts on this
important matter."

The auction will be broadcast live over the Internet in addition
to the live auction being conducted on site.  Photos and a
complete listing are available at http://www.ironhorseauction.com/
For additional information, call (910) 997-2248.

    Interview contact:
    Bill Lilly
    bill@ironhorseauction.com
    http://www.ironhorseauction.com/
    Office: (910) 997-2248


MICROMET INC: Posts $13.9 Million Net Loss for June 30 Quarter
--------------------------------------------------------------
Micromet Inc. posted a net loss of $13.9 million for the three
months ended June 30, 2009, from a net loss of $8.62 million for
the same period a year ago.  For the six months ended June 30,
2009, Micromet posted a net loss of $14.2 million from a net loss
of $14.4 million for the same period a year ago.

As of June 30, 2009, the Company had $69.8 million in total
assets; and $30.5 million in total current liabilities,
$7.31 million in deferred revenue, and $2.05 million in other non-
current liabilities; and $29.9 million stockholders' equity.  The
Company had $212.4 million in accumulated deficit as of June 30,
2009.

On August 4, after the completion of the second quarter, Micromet
closed a public offering of its common stock with gross proceeds
of $80.5 million, which included the full exercise of the
underwriters' over-allotment option.  The net proceeds from this
offering, after underwriting discount and offering expenses
payable by Micromet, were approximately $75.0 million.  The net
proceeds of the offering, together with Micromet's existing cash,
cash equivalents and short-term investments, are expected to fund
operations for at least two years.

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?415f

                       About Micromet Inc.

Micromet Inc. (Nasdaq: MITI) -- http://www.micromet-inc.com/-- is
a biopharmaceutical company developing novel, proprietary
antibodies for the treatment of cancer, inflammation and
autoimmune diseases.  Four of its antibodies are currently in
clinical trials, while the remainder of the product pipeline is in
preclinical development.

                      Going Concern Doubt

In its annual report on Form 10-K for the year ended December 31,
2008, Micromet said that as of December 31, it had an accumulated
deficit of $198,200,000, and it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years.  "The conditions create substantial doubt
about our ability to continue as a going concern," the Company
said.

However, Ernst & Young LLP, in McLean, Virginia, the Company's
independent accountants, did not include a going concern language
in its March 16, 2009 audit report.


NII HOLDINGS: Moody's Assigns Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings to NII
Holdings, Inc., including a B2 corporate family rating, B2
probability of default rating, and SGL-1 liquidity rating
indicating good liquidity.  Additionally, Moody's rated B1 (LGD3,
39%) the company's anticipated $500 million senior unsecured note
offering expected to be issued through NII Capital Corp, a
subsidiary of NII, and to be used for general corporate purposes
including expansion of the company's wireless network.  The
outlook is stable.

NII's B2 corporate family rating reflects the company's relatively
strong operating performance in recent years, moderately leveraged
capital structure (approximately 2.9x Moody's adjusted and pro
forma for the new issuance as of the LTM period ended Q2'09) and a
liquidity profile that offers the company financial flexibility to
pursue strategic objectives despite the challenging macroeconomic
environment.  However, the B2 rating also reflects NII's small
size and market position across its operating regions, the
presence of substantially larger, better funded competitors
capable of disrupting NII's niche market positions, and ongoing
technology risk associated with the company's dependence on
Motorola Inc.'s integrated Digital Enhanced Network technology.

Moody's believes the current macroeconomic environment will likely
prove to be a particularly important test of the quality of the
NII brand and the importance its subscribers place on access to
Push-to-Talk services.  Moody's notes that NII's post-pay plans
are typically more expensive than those found in the pre-pay
market (ARPU levels exceed $50 on average) and are likely to face
significant downward pricing pressure should regional economies
perform worse than anticipated.

These ratings were assigned:

NII Holdings Inc.

* Corporate family rating: B2
* Probability of default rating: B2
* Speculative grade liquidity rating: SGL-1

NII Capital Corp

* $500 million (proposed) senior note offering due 7years, B1
  (LGD3, 39%)

The individual debt instrument rating was determined using Moody's
Loss Given Default Methodology and reflects the expected size and
positioning of the issuance within NII's capital structure.  This
is the first time that Moody's has rated NII.

NII's credit metrics and liquidity position are consistent with
higher rated Telecom peers; however Moody's believes these metrics
are intermediate in nature.  The company is close to completing
network expansion activities in its core markets but will likely
opportunistically pursue spectrum acquisitions to develop new
services and expand into new regions in an attempt to capitalize
on the healthy growth opportunities in the region.  In addition,
Moody's is concerned that the company may reengage shareholder-
friendly financial policies should growth prospects diminish.

The stable outlook is based on Moody's expectation that NII will
continue to face ongoing macroeconomic pressure but will manage
through the downturn supported by its financial resources and the
relatively favorable characteristics of the company's operating
regions.

With headquarters in Reston, Virginia, NII is an international
wireless operator with subscribers in Mexico, Brazil, Argentina,
Peru, and Chile.  NII had approximately 6.7 million largely post-
pay, business subscribers in those four countries and generated
$4.2 billion in revenue for the LTM period ended Q2'09.


NII HOLDINGS: S&P Assigns Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B+'
corporate credit rating to Reston, Virginia-based wireless carrier
NII Holdings Inc.  S&P expects total debt outstanding to be about
$2.8 billion.  The outlook is stable.

Additionally, S&P assigned a 'BB-' issue-level rating to
intermediate holding company NII Capital Corp.'s proposed
$500 million senior notes due 2016, one notch above the corporate
credit rating on NII.  The recovery rating is '2', indicating
expectations for substantial (70-90%) recovery in the event
of payment default.  Although numerically S&P's analysis indicates
recovery in the 90%-100% range, S&P has capped the recovery rating
at '2' based on S&P's assessment of the "creditor-friendliness" of
the insolvency regimes for countries in which the company conducts
its operations.  The notes are being issued under rule 144A with
registration rights and proceeds will be used for general
corporate purposes, including the funding of expansion projects in
Latin America and potential spectrum acquisitions.

S&P also assigned a 'B+' issue-level rating to NII's $1.2 billion
senior unsecured convertible notes due 2012 and $350 million
senior unsecured convertible notes due 2025.  The recovery rating
is '4' for both issues, indicating expectations for average (30%-
50%) recovery in the event of payment default.

"The ratings reflect competitive wireless industry conditions, and
exposure to sovereign, regulatory, and foreign exchange risks,
which could hurt financial performance," said Standard & Poor's
credit analyst Allyn Arden.  They also reflect technology risk
associated with the company's dependence on Motorola Inc.'s
(BB+/Stable/--) unique integrated digital enhanced network as well
as expectations for negative net free cash flow over the next year
because of aggressive expansion plans.  Tempering factors include
NII's niche business focused on high average revenue per user and
low churn corporate customers, some geographic diversity, adequate
liquidity, and moderate leverage.


NORTEL NETWORKS: CEO Zafirovski Steps Down Following Assets Sale
----------------------------------------------------------------
Nortel Networks Corporation (NNC) [OTC: NRTLQ] on August 10
announced a number of leadership changes and a new organizational
structure designed to work towards the completion of the sales of
the company's businesses and other restructuring activities with a
continued focus on maximizing value while preserving Nortel's
innovative technology platforms and employment to the greatest
extent possible.

"Since filing for creditor protection, the company has been
successfully stabilizing its businesses and maintaining customer
commitments and innovation platforms.  Results for the second
quarter demonstrate solid financial performance over the first
quarter, while customer metrics remain strong," said Nortel
President and CEO Mike Zafirovski.

Mr. Zafirovski continued, "We have taken many steps.  We have
completed the organizational moves of Nortel's businesses to
vertically integrated, standalone business units, and on June
19th, we announced that we would work to maximize value through
the sale of these businesses.  We have sales agreements with
Ericsson for US$1.13 billion regarding the CDMA/LTE Access
business, including preserving 80% of the jobs associated with
that business.  We also have a stalking horse agreement for the
sale of our Enterprise Solutions business and we are in active
discussions for our other businesses.  The direction has been set
and we are now at a natural transition point as we continue to
service customers, maximize value through sales and continue
restructuring activities."

"The Board of Directors has reviewed the status of the sales
process for the businesses and the go-forward plans for the
transition and corporate services groups . . . and are confident
these are the right plans at the right time with the right leaders
going forward."

            Executive Leadership and Board of Directors

For the reasons highlighted, the Nortel Board of Directors and
President and CEO Mike Zafirovski believe the company has reached
a natural transition point.  Effective August 10, President and
CEO Mike Zafirovski will step down.  The Boards of Directors of
NNC and Nortel Networks Limited also will be reduced from nine to
three members: John A. MacNaughton, Jalynn H. Bennett and David
Richardson, with Mr. Richardson serving as Chairperson.  These
individuals will also serve as members of NNC's and NNL's audit
committees.

"We've reached a logical departure point," said Harry Pearce,
Chairman of Nortel's Board of Directors.  "Mike made a commitment
to see the process through the stabilization of the company, sale
of its largest assets and the right plans and people to continue
operating our business and serving customers.  He has done so.  I
appreciate the commitment and passion he brought to this company
since day one, including his guidance through the extremely
difficult decisions we faced since filing for creditor protection.
I also wish to recognize the enormous commitment and dedication of
the departing members of the Board who really believed in and
worked hard for Nortel."

"Mike came to Nortel to transform this company.  He made great
progress on many fronts including addressing significant
accounting and related legal issues; improving the quality of
Nortel products and the company's cost structure.  His ambitious
vision helped shift the economic center of the company from legacy
to growth investments.  It was unfortunate the transformation was
derailed by a deteriorating economic climate and the company's
legacy cost structure.  The operating improvements and strategic
investments made during his tenure significantly contributed to
the fact that Nortel's businesses are so attractive to potential
buyers today," added Mr. Pearce.

"Although the past several months have been challenging, Mike has
been a tireless champion for Nortel, its customers and partners.
His belief in Nortel people and technology was always paramount.
He always strove to do what was best for the company and its
stakeholders, and Nortel's high customer service levels are strong
proof of that.  As a substantial creditor and Nortel's largest
supplier, I appreciate his efforts," said Mike McNamara, CEO of
Flextronics which entity is chair of Nortel's Official Committee
of Unsecured Creditors.

Mr. Zafirovski commented, "I am extremely proud to have been
associated with this company.  The Board members and I came to
Nortel because we really believed in the value of Nortel's people
and technology.  Although solid progress was made in many areas,
at the end, the capital structure and legacy costs coupled with
the economic downturn proved too difficult to surmount.  I have
tremendous respect for the Board of this company and the process
we went through to initially transform the company, and since
filing, to work to maximize the value of our businesses while
preserving employment and customer commitments to the greatest
extent possible.

The value created through Nortel innovation is now clearly visible
in the active interest for its businesses and intellectual
property.  Maximizing the value through the sale of Nortel's
businesses is the best outcome for creditors, customers and
employees.

Mr. Zafirovski continued: "Most importantly, I really want to
thank our dedicated employees for their commitment and
professionalism throughout a very challenging time.  I will miss
them and I am proud to have been associated with them and to know
that so many of them will carry on their innovative work under new
banners."

                     Proposed Enhanced Role of
                 Monitor and U.S. Principal Officer

In connection with the announcements, the Company will be seeking
Canadian court approval for Ernst & Young Inc., the company's
Monitor, to take on an enhanced role with respect to the oversight
of the business, sales processes and other restructuring
activities under the Companies' Creditors Arrangement Act (CCAA)
proceedings.  Further, the Company is in the process of
identifying a principal officer for the Nortel companies in U.S.
Chapter 11 proceedings who will work in conjunction with the U.S.
Creditors' Committee (UCC), ad hoc bondholders group, and the
Monitor, which appointment will be subject to U.S. court approval.

                   New Organizational Structure

Concurrent with the announcement, Nortel is establishing a
streamlined structure that will enable the company to effectively
continue to serve its customers, and also facilitate the sales of
its businesses and integration processes with acquiring companies
as well as to continue with its restructuring activities.

    * The company's business units - Wireless Networks, Enterprise
      Solutions, Metro Ethernet Networks, Carrier VoIP and
      Application Solutions and the LG-Nortel joint venture - will
      report to the Chief Restructuring Officer, Pavi Binning.

    * The company's mergers and acquisitions teams will continue
      their work under the Chief Strategy Officer, George Riedel.

    * Nortel Business Services (NBS) will continue to serve the
      transitional operations needs of Nortel businesses as they
      are sold to ensure customer and network service levels are
      maintained throughout the sale and integration processes.
      NBS will continue to be led by Joe Flanagan.

    * A core Corporate Group is being established that will be
      primarily responsible for the management of ongoing
      restructuring activities during the sales process as well as
      post business dispositions.  This group will be lead by John
      Doolittle, formerly Nortel's Treasurer.

    * These leaders will report to the NNC and NNL Boards of
      Directors, the Monitor and the proposed U.S. principal
      officer.

"There is still much work to be done.  I believe we have the right
team and the right structure in place to ensure continuity in our
efforts to maximize the value of the businesses, while preserving
Nortel's innovative technology platforms and employment to the
greatest extent possible.  I look forward to working with these
experienced leaders to continue the important work remaining,"
said David Richardson, Chairman elect of the NNC and NNL Boards of
Directors.

"This is a new, but also highly critical phase for the company.
From servicing existing customers to completing the sales process,
we must effectively manage the remaining work so that we continue
to see high service levels for customers while maximizing value
for creditors and providing clarity for customers and employees,"
said Pavi Binning, Nortel Chief Restructuring Officer.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Posts 25% Revenue Drop, $274 Mil. Net Loss in Q2
-----------------------------------------------------------------
Nortel Networks Corporation [OTC: NRTLQ] on August 10 announced
its results for the second quarter 2009.  Results were prepared in
accordance with United States generally accepted accounting
principles (GAAP) in U.S. dollars.

Commenting on the results of the second quarter of 2009, Nortel
President and Chief Executive Officer Mike Zafirovski said, "While
we continue to be impacted by the economic environment and the
Creditor Protection Proceedings, we have successfully stabilized
the business since filing for creditor protection. Despite these
challenges, our revenue is up quarter over quarter by 14% overall
while our corresponding operating costs are down 15% resulting in
strong margins.  At the same time, our customer service levels
remain strong.  These operating and customer results are a real
tribute to the professionalism and dedication of the Nortel
employees and the outstanding support from our customers, partners
and suppliers for which I'm deeply appreciative."

Mr. Zafirovski continued, "Throughout this process, we remain
focused on serving our customers.  We are pleased with the
feedback we have received from our customers and we continue to
remain focused on maintaining the high service/product performance
levels that customers are accustomed to."

                      2009 Financial Summary

Nortel's overall financial performance in the second quarter of
2009 continued to be impacted by ongoing negative economic
conditions and the uncertainty created by the Company's Creditor
Protection Proceedings, which resulted in a decrease in customers'
spending levels.

    * Revenues in the second quarter of $1.972 billion, decreased
      by 25% year over year, with declines in all segments
      and regions and increased by 14% from the previous
      quarter

    * Gross margin of 38.2% in the quarter, a decrease of
      4.9 percentage points from the year ago quarter, and an
      increase of 2.1 percentage points from the previous quarter,
      includes charges related to workforce and other cost
      reduction activities that historically would have been
      recorded in special charges.  Excluding these charges, gross
      margin in the second quarter of 2009 would have been 40.4
      percent.

    * Although costs have been significantly reduced across the
      Company, the revenue declines and gross margin pressure
      resulted in Management Operating Margin  (a) in the second
      quarter of $16 million or 0.8 percent, a decrease of
      $98 million or 3.5 percentage points year over year and an
      increase of $260 million from the previous quarter,
      resulting from revenue declines and gross margin pressure,
      partially offset by lower operating expenses.  Excluding
      $101 million related to workforce and other cost reduction
      activities that historically would have been recorded in
      special charges, management operating margin for the second
      quarter of 2009 would have been 5.9%  (b) of revenues.

    * Cash balance at June 30, 2009, of $2.56 billion, compared to
      $2.48 billion at March 31, 2009

                             Revenues

Revenues were $1.972 billion for the second quarter of 2009
compared to $2.622 billion for the second quarter of 2008,
reflecting a reduction of 25% due to declines across all business
segments.  The reduction was primarily a result of the continuing
economic downturn and the uncertainty created by the Creditor
Protection Proceedings.

Revenues B/(W)

                         Q2 2009       YoY     QoQ
                         -------       ---     ---
Carrier Networks          $920        (20%)    25%
Enterprise Solutions      $465        (28%)    18%
Metro Ethernet Networks   $333        (27%)    (8%)
LGN                       $199        (37%)     6%
Other                      $55         (8%)     4%
                          ----        ----     ---
    Total               $1,972        (25%)    14%

CN revenues in the second quarter of 2009 were $920 million, a
decrease of 20% compared with the year ago quarter with declines
in the GSM and UMTS solutions and Circuit packet voice solutions
businesses, while the CDMA solutions business was essentially
flat.  The wireless segment benefited in the second quarter from
the network expansion of a certain customer, however, in addition
to the factors above, was negatively impacted by a reduction in
spending by certain customers as a result of their change in
technology migration plans.

ES revenues in the second quarter of 2009 were $465 million, a
decrease of 28% compared with the year ago quarter as a result of
the factors noted, namely decreased customer spending due to the
economic conditions and the uncertainty created from the Company's
Creditor Protection Proceedings.  ES had strong growth
sequentially due to increased spending by customers compared to
the first quarter of 2009 when delays in spending were experienced
and an increase in the recognition of deferred revenues in the
second quarter of 2009.

MEN revenues in the second quarter of 2009 were $333 million, a
decrease of 27% compared with the year ago quarter with impacts
across all businesses.  In addition to the factors above, revenues
from certain customers in the second quarter of 2008 that did not
repeat to the same extent in the second quarter of 2009 also
impacted the year over year decline.

LGN revenues in the second quarter of 2009 were $199 million, a
decrease of 37% compared with the year ago quarter.  In addition,
a majority of the decline was in LGN Carrier, primarily due to the
recognition of certain deferred revenues in the second quarter of
2008 not repeated in the second quarter of 2009 and high sales
volumes related to the Company's 3G wireless products in the
second quarter of 2008 not repeated to the same extent in the
second quarter of 2009, as well as a significant foreign exchange
impact due to the devaluation of the Korean WON against the US
dollar.  The decrease was partially offset by the completion of
network expansions related to certain customers in the second
quarter of 2009.

                         Deferred Revenues

Deferred revenues balances decreased by $205 million during the
second quarter of 2009 compared to a decrease of $314 million in
the second quarter of 2008.

                           Gross Margin

Gross margin was 38.2% of revenues in the second quarter of 2009.
Excluding charges related to workforce and other cost reduction
activities that historically would have been recorded in special
charges, gross margin in the second quarter of 2009 would have
been 40.4% of revenues.  This compared to gross margin of 43.1%
for the second quarter of 2008.  Compared to the second quarter of
2008, in addition to the items already noted, gross margin
declined primarily as a result of the unfavorable impact of
foreign exchange fluctuations and the unfavorable impacts of
product mix and price erosion, partially offset by a decrease in
warranty costs.

Operating Expenses B/(W)

                         Q2 2009       YoY     QoQ
                         -------       ---     ---
    SG&A                 $437          24%     17%
    R&D                  $301          32%     12%
                         ----          ---     ---
    Total
    Operating Expenses   $738          27%     15%

A focus on reducing costs resulted in lower operating expenses
compared to the year ago quarter.  Operating expenses were $738
million in the second quarter of 2009.  This compares to operating
expenses of $1.016 billion for the second quarter of 2008 and $869
for the first quarter of 2009.

SG&A expenses were $437 million in the second quarter of 2009,
compared to $575 million for the second quarter of 2008.
Excluding charges related to workforce and other cost reduction
activities that historically would have been recorded in special
charges, SG&A expenses for the second quarter of 2009 would have
been $393 million.  Compared to the second quarter of 2008, in
addition to the items already noted, SG&A was favorably impacted
primarily by headcount reductions and lower spending levels across
all categories including a reduction in sales and marketing
investment in maturing technologies.

R&D expenses were $301 million in the second quarter of 2009,
compared to $441 million for the second quarter of 2008.
Excluding charges related to workforce and other cost reduction
activities that historically would have been recorded in special
charges, R&D expenses for the second quarter of 2009 would have
been $286 million.  Compared to the second quarter of 2008, in
addition to the items already noted, R&D was favorably impacted
primarily by headcount reductions and the cancellation of certain
R&D programs.

                    Management Operating Margin

Management operating margin was 0.8% of revenues in the second
quarter of 2009 compared to 4.3% for the second quarter of 2008, a
decrease of 354 basis points.  The decline was due to lower gross
margin and a decline in revenues that outpaced reductions in
operating expenses.  Excluding $101 million related to workforce
and other cost reduction activities that historically would have
been recorded in special charges, management operating margin for
the second quarter of 2009 would have been 5.9% of revenues.

                             Net Loss

The Company reported a net loss in the second quarter of 2009 of
$274 million, or $0.55 per common share on a basic and diluted
basis, compared to net loss of $113 million, or $0.23 per common
share on a basic and diluted basis, in the second quarter of 2008.

The net loss in the second quarter of 2009 of $274 million
included reorganization costs of $130 million related to the
Creditor Protection Proceedings and the application of American
Institute of Certified Public Accountants Statement of Position
(SOP) No. 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code", Other expense - net of $14 million,
comprised in part of a currency exchange loss of $8 million,
interest expense of $74 million, $62 million in income tax expense
and an expense of $11 million for earnings attributable to non-
controlling interests (formerly minority interests).

The net loss in the second quarter of 2008 of $113 million
included interest expense of $76 million, special charges of $67
million for headcount and other cost reduction activities, $61
million in income tax expense, an expense of $55 million for
earnings attributable to non-controlling interests (formerly
minority interests) and Other income- net of $3 million, comprised
primarily of a gain of $34 million due to changes in foreign
exchange rates partially offset by a loss of $21 million from
mark-to-market gains on interest rate swaps.

                               Cash

Cash balance at the end of the second quarter of 2009 was $2.56
billion, up from $2.48 billion at the end of the first quarter of
2009.  The increase in cash was primarily due to cash from
investing activities of $75 million, mainly due to proceeds from
the sale of the Calgary facility, and the net favorable foreign
exchange impacts of $109 million, partially offset by cash used in
operating activities of $59 million and cash used in financing
activities of $42 million.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Has Protocol for Prompt Payment to Ex-Employees
----------------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates
sought and obtained permission from the Ontario Superior Court of
Justice to implement a mechanism for making immediate payment of
claims of cash-strapped ex-employees.

NNC made the move to help former employees who are in financial
hardship due to illness and ineligibility for pension or
employment insurance benefits.

"These employees have or likely have claims against the
[companies].  However, distributions under any plan of compromise
or arrangement will not occur for some indefinite time, and
therefore such distributions will not alleviate the financial
hardship being experienced by these former employees, at least
not in the near future," NNC Treasurer John Doolittle said in
court papers.

The maximum amount being made available for payments to employees
is $750,000.  Payments made are considered advances against
future distributions based on the claims of the employees.

A copy of the summary of eligibility requirements and procedures
for payment applications is available for free at:

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

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Interim Supplier Pacts Extended to Sept. 9
-----------------------------------------------------------
Nortel Networks Corporation and four of its Canadian affiliates
sought and obtained approval from Ontario Superior Court of
Justice to extend the terms of their group supplier protocol
agreement through September 9, 2009.

The GSPA dated January 14, 2009, were signed by NNC and the
administrator of its units in Europe, Middle East and Africa so
that they could continue their intercompany trade while they are
hammering out a long-term group supplier protocol agreement.

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: Proposes $1.3 Million Settlement With Synnex
-------------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a claims
settlement they entered into with Synnex Corporation.

Under the deal, Synnex is required to pay $1,340,519, to NNI
within five days after Synnex receives a copy of the Court order
approving the Settlement.  The parties also agree to exchange
mutual releases of all claims and causes of action.

NNI's claim stemmed from the January 28, 2003 Stocking
Distributor Agreement it inked with Synnex, whereby Synnex was
obliged to purchase products from Nortel, stock those products in
inventory and distribute those products to qualified or certified
value-added resellers.  The Contract expired on December 31,
2008.

                      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)


NPS PHARMACEUTICALS: Inks Equity Line of Credit Pact with Azimuth
-----------------------------------------------------------------
NPS Pharmaceuticals, Inc., on August 5, 2009, entered into an
equity line of credit arrangement with Azimuth Opportunity Ltd.
The terms of the arrangement are set forth in a Common Stock
Purchase Agreement entered into by the Company and Azimuth which
provides that, upon the terms and subject to the conditions set
forth therein, Azimuth is committed to purchase up to $40,000,000
of NPS common stock over the 18-month term of the Purchase
Agreement, subject to an aggregate limit on the NPS common stock
sold of 9,511,760 shares, which represents one share less than 20%
of the issued and outstanding shares of NPS common stock as of
August 5, 2009.

From time to time during the term of the Purchase Agreement, and
at the Company's sole discretion, NPS may present Azimuth with
draw down notices that require Azimuth to purchase NPS common
stock over 10 consecutive trading days or such other period
mutually agreed upon by the Company and Azimuth.  Each draw down
is subject to limitations based on the price of NPS common stock
and Azimuth can not be required to purchase an amount of NPS
common stock in any single draw down that exceeds 2.5% of NPS's
market capitalization at the time of such drawdown or more than
$7,250,000 in value, excluding shares under any call option.  The
Company is able to present Azimuth with up to 24 draw down notices
during the term of the Purchase Agreement, with a minimum of five
trading days required between each draw down period.  Only one
draw down is allowed in each draw down pricing period, unless
otherwise mutually agreed upon by the Company and Azimuth.

Once presented with a draw down notice, Azimuth is required to
purchase a pro rata portion of the dollar amount of shares
specified in the notice for each trading day during the pricing
period on which the daily volume weighted average price for NPS
common stock exceeds the threshold price specified by NPS in its
draw down notice.  The per share purchase price for the shares
sold on any particular trading day during the pricing period will
equal the daily volume weighted average share price of NPS common
stock for that day, less a discount ranging from approximately
3.25% to 5.0%.  The amount of the discount varies based on the
threshold price specified by NPS in its draw down notice.  If the
daily volume weighted average price of NPS common stock falls
below the threshold price on any trading day during a draw down
period, the Purchase Agreement provides that Azimuth will not be
required to purchase the pro-rata portion of shares of NPS common
stock allocated to that day.  However, at its election, Azimuth
may buy the pro-rata portion of shares allocated to that day at
the threshold price less the discount.  The total number of shares
sold to Azimuth pursuant to each draw down notice will equal the
sum of the number of shares required and/or elected to be
purchased on each day of the pricing period.

The Purchase Agreement also provides that from time to time and at
its sole discretion NPS may grant Azimuth the right to exercise
one or more options to purchase additional shares of NPS common
stock up to an aggregate amount specified by NPS during each draw
down pricing period.  Upon Azimuth's exercise of the option, the
Company would sell to Azimuth the shares of NPS common stock
subject to the option at a price equal to the greater of the daily
volume weighted average price of NPS common stock on the day
Azimuth notifies the Company of its election to exercise its
option or the threshold price for the option determined by the
Company, less a discount calculated in the same manner as for the
fixed amount of the draw down notices.

The issuance of any shares of common stock to Azimuth pursuant to
the Purchase Agreement is registered for offer and sale on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended by the Company's Registration
Statement on Form S-3 (File No. 333-159321).  The Registration
Statement will also cover the sale of those shares from time to
time by Azimuth to the public.  Azimuth is an "underwriter" within
the meaning of Section 2(a)(11) of the Securities Act.

Azimuth has informed NPS that it will use an unaffiliated broker-
dealer to effectuate all sales, if any, of NPS common stock that
it may purchase pursuant to the Purchase Agreement.  Azimuth is
responsible for the payment of all fees and commissions paid to
such broker-dealer.  Azimuth also will pay all other expenses
associated with the sale by it or by such unaffiliated broker-
dealer of the NPS common stock it acquires pursuant to the
Purchase Agreement.

Azimuth has agreed that during the term and for a period of 90
days after the termination of the Purchase Agreement, neither
Azimuth nor any of its affiliates will, directly or indirectly,
sell any of the Company's securities except for the shares that it
owns or has the right to purchase pursuant to the provisions of a
draw down notice.  Azimuth has agreed that during the period
described neither it nor any of its affiliates will enter into a
short position with respect to shares of NPS common stock except
that Azimuth may sell shares that it is obligated to purchase
under a pending draw down notice but has not yet taken possession
of so long as Azimuth covers any such sales with the shares
purchased pursuant to such draw down notice.  Azimuth has further
agreed that during the period described above it will not grant
any option to purchase or acquire any right to dispose or
otherwise dispose for value of any shares of NPS common stock or
any securities convertible into, or exchangeable for, or warrants
to purchase, any shares of NPS common stock, or enter into any
swap, hedge or other agreement that transfers, in whole or in
part, the economic risk of ownership of NPS common stock, except
for the sales permitted by the prior two sentences.

The Company has agreed to indemnify and hold harmless Azimuth, any
unaffiliated broker-dealer and each person who controls Azimuth or
any unaffiliated broker-dealer against certain liabilities,
including certain liabilities under the Securities Act.  The
Company has agreed to pay up to an aggregate of $35,000 of
Azimuth's reasonable attorneys' fees and expenses -- exclusive of
disbursements and out-of-pocket expenses -- incurred in connection
with the preparation, negotiation, execution and delivery of the
Purchase Agreement, legal due diligence of the Company and other
legal transaction fees.  The Company has also agreed to pay up to
$12,500 of any legal fees and expenses incurred by Azimuth in
connection with ongoing due diligence of the Company for any
calendar quarter during the term of the Purchase Agreement in
which Azimuth does not purchase NPS common stock.  In addition,
the Company has agreed that if it issues a draw down notice and
fails to deliver the shares to Azimuth on the applicable
settlement date, and such failure continues for ten trading days,
it will pay Azimuth liquidated damages in cash or restricted
shares of NPS common stock, at the option of Azimuth.

Azimuth has agreed to indemnify and hold harmless NPS and each of
its directors, officers and persons who control NPS against
certain liabilities, including certain liabilities under the
Securities Act that may be based upon written information
furnished by Azimuth to the Company for inclusion in a prospectus
or prospectus supplement related to this transaction.

Upon each sale of NPS common stock to Azimuth under the Purchase
Agreement, the Company has also agreed to pay Reedland Capital
Partners, an Institutional Division of Financial West Group,
member FINRA/SIPC, a placement fee equal to 0.75% of the aggregate
dollar amount paid to us for common stock purchased by Azimuth.
NPS has also agreed to indemnify and hold harmless Reedland
against certain liabilities under the Securities Act.

A full-text copy of the Common Stock Purchase Agreement between
NPS Pharmaceuticals and Azimuth Opportunity, dated August 5 2009,
is available at no charge at http://ResearchArchives.com/t/s?415a

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

As of June 30, 2009, the Company had $144.9 million in total
assets; and $364.7 million in total liabilities, resulting in
$219.8 million in stockholders' deficit.


NPS PHARMACEUTICALS: Posts $2.6 Million Net Income in Q2 2009
-------------------------------------------------------------
NPS Pharmaceuticals, Inc., reported net income of $2.6 million, or
$0.05 per diluted share, for the second quarter ended June 30,
2009, as compared to net income of $1.2 million, or $0.03 per
diluted share, for the second quarter of 2008.

As of June 30, 2009, the Company had $144.9 million in total
assets; and $364.7 million in total liabilities, resulting in
$219.8 million in stockholders' deficit.

The company's cash, cash equivalents and short- and long-term
investments totalled $92.0 million at June 30, 2009 versus
$106.1 million at December 31, 2008.  NPS used $8.5 million in
cash during the second quarter of 2009 (excluding changes in the
carrying value of auction-rate securities or ARS investments).
The company's cash burn guidance for 2009 remains unchanged at $55
to $65 million and, consistent with prior periods, excludes
potential changes in the estimated fair value of the company's ARS
investments.

The company's auction-rate securities or ARS investments have
experienced failed auctions since the latter part of 2007 due to
liquidity issues in the global credit and capital markets.  While
all of the company's ARS continue to pay interest, the severity
and the duration of the decline in fair value have resulted in the
company recognizing "other than temporary" changes in the fair
value of its ARS investments.  There was no impairment charge in
the second quarter of 2009 versus an impairment charge of $456,000
in the second quarter of 2008.

"We continue to be proactive in managing the business to ensure we
deliver on our stated objectives," said Francois Nader, M.D.,
president and chief executive officer of NPS Pharmaceuticals. "Our
timelines for completing enrollment in the STEPS and REPLACE
studies before the end of the first quarter of 2010 are on track
as are our preparations for regulatory review and
commercialization of these product candidates.  In addition, we
are aggressively managing our burn and our cash position remains
strong. We are actively evaluating multiple opportunities to
further strengthen our balance sheet and the financing facility we
announced today adds to our potential suite of options for raising
new capital."

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?4159

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.


NPS PHARMACEUTICALS: To Raise $100,000,000 by Issuing Securities
----------------------------------------------------------------
NPS Pharmaceuticals Inc. filed a prospectus on Form 424B5 in
connection with its planned offering of up to $100,000,000 of
securities.

NPS will offer the securities in amounts, at prices and on terms
is be determined at the time of the offering.  NPS may from time
to time offer common stock, preferred stock, depositary shares,
debt securities or warrants together or separately.  The
prospectus describes the general terms of the securities and the
general manner in which NPS will offer them.  NPS will provide the
specific terms of the securities in supplements to this
prospectus.  The prospectus supplements will also describe the
specific manner in which NPS will offer the securities and may
also supplement, update or amend information contained in this
prospectus.

A full-text copy of the prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?415b

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

As of June 30, 2009, the Company had $144.9 million in total
assets; and $364.7 million in total liabilities, resulting in
$219.8 million in stockholders' deficit.


NV BROADCASTING: To End WKTV Weekday Newscast September 21
----------------------------------------------------------
Andrea Wood at Business Journal Daily reports that NV Television,
LLC's Youngstown, Ohio management said that it will eliminate one
newscast effective September 21.

Dave Coy, general manager of the three TV stations, said that
WYTV's 5 p.m. weekday newscast will be replaced with a syndicated
version of "Are You Smarter Than a 5th Grader," Business Journal
Daily relates.  Citing Mr. Coy, the report says that WYTV will
continue to broadcast a local news program at 5:30 p.m.  Mr. Coy
said that no newsroom jobs will be lost, nor has employee
compensation been cut, the report states.

According to Business Journal Daily, the programming decision
includes the new 4:00 p.m. WYTV program "Dr. Oz", a medical and
lifestyle advice show with Dr. Mehmot Oz, professor of surgery at
Columbia University.

Mr. Coy, Business Journal Daily states, said that WYTV and WKBN
will stop competing for news viewers at 5:00 p.m.  The report says
that viewers seeking local news at 5:00 p.m. can watch WKBN's
program and those who look for local news at 5:30 p.m. can watch
WYTV.

Business Journal Daily relates that NV Broadcasting received the
approval of the U.S. Bankruptcy Court for the District of Delaware
to expedite hearings on its consensual reorganization plan.  The
report says that NV Broadcasting's disclosure statement stipulates
how the Company will give its lenders almost 100% of the equity
and pay back about $52 million in term loans by the close of
fiscal 2013.  As reported by the Troubled Company Reporter on
August 6, 2009, NV Broadcasting, et al., filed a disclosure
statement to accompany their joint Chapter 11 plan of
reorganization, dated as of July 31, 2009.

A hearing set for September 10 to confirm the restructuring of
$400 million in debt, Business Journal Daily states.

NV Broadcasting, LLC, is a wholly owned subsidiary of NV
Television, LLC, which in turn is wholly owned by NV Media, LLC,
whose parent is New Vision Television, LLC, who is not a debtor in
these cases.

PBC Television Holdings is a privately-held limited liability
company that owns 100% of PBC Broadcasting, LLC.  Todd Parkin owns
100% of the issued and outstanding limited liability company units
of PBC Television Holdings.

The NV Debtors own and operate 11 television stations that are
affiliated with major networks, together with several satellite
stations and additional low power television stations that
retransmit the signals of the affiliated television stations, and
through joint sales or share services agreements, provide sales,
operational, and other services to two major network affiliated
stations owned by the PBC Debtors.  The NV and PBC stations are
located in nine diverse markets across the southern, midwestern
and nortwestern United States.

The NV Debtors and the PBC Debtors filed separate petitions for
Chapter 11 relief on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12473).  In its petition, NV Broadcasting, LLC, listed between
$10 million and $50 million in assets, and between $100 million
and $500 million in liabilities.

Locke Lord Bissell & Liddell LLP is the proposed counsel for the
NV Debtors.  Polsinelli Shughart PC is the proposed Delaware
counsel fpr the NV Debtors.  The PBC Debtors selected Womble
Carlyle Sandridge & Rice, PLLC, as their counsel.  Moelis &
Company is the proposed financial advisor and investment banker to
the Debtors.  BMC Group Inc. is the Debtors' claims, noticing and
balloting agent.


OSCIENT PHARMACEUTICALS: Panels Taps Mesirow as Financial Advisor
-----------------------------------------------------------------
BankruptcyData.com reports that the official committee of
unsecured creditors of Oscient Pharmaceutical Corporation asks the
Bankruptcy Court for permission to retain Mesirow Financial
Consulting as financial advisor

The report notes the firm's hourly rates:

   Designation                       Hourly Rate
   -----------                       -----------
   senior managing director,
     managing director and director  $700-$750
   senior vice president             $610-$670
   vice president                    $510-$570
   senior associate                  $410-$470
   associate                         $220-$350
   paralegal                         $100-$195.

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


PARADIGM MEDICAL: March 31 Balance Sheet Upside-Down by $4 Mil.
---------------------------------------------------------------
Paradigm Medical Industries, Inc.'s balance sheet at March 31,
2009, showed total assets of $1,166,000 and total liabilities of
4,765,000, resulting in a stockholders' deficit of $3,599,000.

For three months ended March 31, 2009, the Company posted a net
loss of $282,000 compared with the net loss of $546,000 for the
same period in 2008.

As of March 31, 2009, the Company had accounts payable of
$582,000, a significant portion of which was over 90 days past
due, compared to accounts payable of $416,000 as of March 31,
2008.  The Company contacted many of the vendors or companies of
payables past due in an effort to delay payment, negotiate
settlement payment, or establish a longer term payment plan.
While some companies have been willing to renegotiate the
outstanding amounts, others have demanded payment in full.  In
addition to the accounts payable noted above, the Company also has
operating lease obligations that require the payment of
approximately $110,000 in 2009, and $110,000 in 2008.  The Company
leases office and warehouse space under a month-to-month operating
lease agreement.

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?4143

                        Going Concern Doubt

On May 15, 2008, Chislom, Bierwolf & Nilson LLC expressed
substantial doubt about Paradigm Medical Industries, Inc.'s
ability to continue as a going concern after auditing the
company's financial statement for the fiscal year Dec. 31, 2007.
The firm reported the the company has a working capital deficit
and suffered recurring operating losses.

On April 10, 2009, Chisholm, Bierwolf, Nilson & Morrill, LLC in
Bountiful, Utah raised substantial doubt about its ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended Dec. 31, 2008, and 2007.
The auditor noted that the Company incurred substantial losses
from operations, negative working capital, and recurring negative
cash flows from operations.

The Company also related that historically, it has not
demonstrated the ability to generate sufficient cash flows from
operations to satisfy its liabilities and sustain operations, and
the Company incurred significant losses.

The Company added that it continuation as a going concern is
dependent on its ability to generate sufficient income and cash
flow to meet its obligations on a timely basis and/or obtain
additional financing as may be required.  The Company is actively
seeking options to obtain additional capital and financing.

                      About Paradigm Medical

Headquartered in Salt Lake City, Paradigm Medical Industries Inc.
(OTC BB: PMED) -- http://www.paradigm-medical.com/-- develops,
manufactures, and markets diagnostic and surgical equipment for
the ophthalmic market.

The Company specializes in powerful, easy-to-use, value-driven
equipment capable of providing the experienced practitioner
exceptional value while being affordable for doctors starting new
practices or opening up satellite offices.


PAULA DORF: Wants New Lender, Files for Chapter 11 Bankruptcy
-------------------------------------------------------------
Paula Dorf Cosmetics, Inc., will file for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of New York, listing $1,512,257 in total assets and $3,874,442 in
debts owed to more than 50 creditors.

Crain's New York reports that Paula Dorf Cosmetics' creditors
include:

     -- Macy's, owed over $40,000;
     -- Home Shopping Network, owed $32,000; and
     -- Mana Products Inc., which Paula Dorf Cosmetics owes over
        $21,000.

Paula Dorf Cosmetics CEO Sandy DeKovnick, who runs the firm with
his wife Paula Dorf, insisted that the Chapter filing wasn't
related to market conditions and was primarily due to the
Company's desire for a new lender.  Crain's says that Mr.
DeKovnick declined to disclose the new bank.  The report quoted
Mr. DeKovnick as saying, "We certainly weren't put into this,
we're in the midst of expansion."  Paula Dorf Cosmetics is growing
into Asia and is already in Europe, the report says, citing Mr.
DeKovnick.

According to Crain's, experts attribute at least some current
shopping conditions to Paula Dorf Cosmetics' bankruptcy filing, as
many women trade down or stop purchasing.  Sales of prestige make-
up products dropped 3% to $8.4 billion for the first time in 2008,
compared to 2007, NPD Group Inc. said.

Industry experts said that Ms. Dorf hasn't released any innovative
items recently, Crain's states.  Crain's relates that Ms. Dorf has
also increased inventory at a time when beauty firms should be
editing their assortments and producing only what's selling.  The
report quoted Mirror Mirror CEO Jeanine Recckio as saying, "She
has too many colors, too many shades, and that takes up a lot of
real estate."

Paula Dorf Cosmetics is constantly evaluating its product mix,
Crain's reports, citing Mr. DeKovnick.

New York-based Paula Dorf Cosmetics, Inc., sells at upscale
retailers like department stores Henri Bendel and Macy's, and
make-up marketplace Sephora.  Owner Paula Dorf is known within the
industry for her "Transformers" products, a clear liquid placed
over eyeshadow or lipstick to maintain color all day.


PENN NATIONAL: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to Wyomissing, Pennsylvania-based Penn
National Gaming Inc.'s proposed $250 million senior subordinated
notes due 2019.  S&P rated the notes 'BB-' (at the same level as
the corporate credit rating on the company) with a recovery rating
of '4', indicating its expectation of average (30%-50%) recovery
for noteholders in the event of a payment default.  Proceeds from
the proposed notes, along with cash on hand or draws under the
revolving credit facility, will be used to repay a portion of the
term loan A bank facility and to repurchase outstanding 6.875%
senior subordinated notes pursuant to a recently announced cash
tender offer.  (These ratings are based upon preliminary terms and
conditions.)

At the same time, S&P affirmed its issue-level rating on Penn
National's outstanding senior subordinated notes at 'BB-' (the
same as the corporate credit rating).  The recovery rating on
these loans remains at '4', indicating its expectation of average
(30%-50%) recovery for noteholders in the event of a payment
default.

S&P also affirmed its issue-level rating on the company's senior
secured credit facilities at 'BB+' (two notches higher than the
'BB-' corporate credit rating).  The recovery rating on these
loans remains at '1', indicating its expectation of very high
(90%-100%) recovery for lenders in the event of a payment default.

"The rating on Penn National reflects a relatively aggressive
growth strategy, a portfolio which consists of several properties
that are not market leaders in competitive markets, and high debt
leverage," said Standard & Poor's credit analyst Ben Bubeck.  The
company's geographically diverse portfolio, an experienced
management team with a solid operating track record, and a strong
liquidity position somewhat temper these factors.


PEOPLES COMMUNITY: To File for Ch. 11 on Bank Closing, Foiled Sale
------------------------------------------------------------------
Peoples Community Bancorp, Inc., said in a filing with the U.S.
Securities and Exchange Commission that it is insolvent and will
be filing a voluntary petition to liquidate its assets under Title
11 of the U.S. Bankruptcy Code.

Peoples Community's management and board of directors will also be
tendering their resignations after the filing of the bankruptcy
petition.  On August 3, 2009, Fred Darlington tendered his
resignation as the Senior Vice President and General Counsel of
both Peoples Community Bancorp, Inc., and its wholly-owned banking
subsidiary, Peoples Community Bank, with such resignation
effective immediately.

On May 15, 2009, Peoples Community and its wholly-owned
subsidiary, Peoples Community Bank (the Bank), entered into a
Purchase and Assumption Agreement, as amended May 27, 2009, with
First Financial Bank, N.A. (the Buyer), the wholly owned
subsidiary of First Financial Bancorp.  The Purchase Agreement
provided for the purchase of certain of the Bank's assets
including 17 of the Bank's branch offices located in southwestern
Ohio and southeastern Indiana, approximately $260 million of
certain business and consumer loans and other assets, as well as
the assumption by the Buyer of approximately $310 million of the
Bank's deposits and certain other liabilities.

As of June 30, 2009, the Company had approximately $15 million
Floating Rate Junior Subordinated Deferrable Interest Debentures
outstanding pursuant to an Indenture, dated as of June 30, 2005,
between the Company and Wilmington Trust Company, a Delaware
banking corporation, as debenture trustee.  The July 31, 2009
appointment of the FDIC as receiver constitutes a triggering
event, also termed an "Event of Default," under the Indenture.
Under the Indenture, an Event of Default occurs if, among other
things, the Company or any substantial part of its property,
including the Bank, is taken possession by a receiver.  Upon such
Event of Default, the principal amount of the debentures, together
with any premium and interest accrued but unpaid, becomes due upon
an Event of Default only after the trustee or holders of not less
than 25% in aggregate principal amount of the debentures then
outstanding, by notice in writing to the Company (and to the
trustee if given by the holders of the debentures), declare such
principle and accrued interest immediately due and payable.

As of June 30, 2009, the Company had $17.5 million of principal
plus accrued interest and fees outstanding under a line of credit
with Integra Bank, N.A., which was due and payable on June 30,
2008.

In connection with the Purchase Agreement, the Company received a
written consent from Integra to, among other things, forbear and
refrain from initiating or prosecuting any action in any court to
exercise any rights with respect to the Bank's common stock, which
is pledged to Integra to secure the Company's line of credit, or
exercise any other rights or remedies available to Integra.  The
Consent terminated upon the termination of the Purchase Agreement.

On July 31, 2009, the Office of Thrift Supervision closed the Bank
and appointed the Federal Deposit Insurance Corporation as
receiver.  On the same date, the Bank received written notice from
the Buyer that pursuant to Section 25(g) of the Purchase Agreement
it was terminating the Purchase Agreement and abandoning the
transactions contemplated thereby, effective immediately.  Under
Section 25(g) of the Purchase and Assumption Agreement, the Buyer
had the option to terminate the Purchase Agreement upon the
commencement of an insolvency, bankruptcy, receivership,
custodianship, liquidation, dissolution, reorganization,
assignment for the benefit of creditors or similar proceeding with
respect to the Bank or the Company.

Peoples Community said that on August 5, 2009, it received written
notification from The Nasdaq Stock Market advising the Company
that trading in the Company's common stock will be suspended at
the opening of business on August 14, 2009, and a Form 25-NSE will
be filed with the SEC which will remove the Company's common stock
from listing and registration on The NASDAQ Stock Market.  "The
letter from NASDAQ advised us that the Company's common stock will
not be immediately eligible to trade on the OTC Bulletin Board or
in the 'Pink Sheets'," Peoples Community said.

Headquartered in West Chester, Ohio, Peoples Community Bancorp,
Inc. (NasdaqGM: PCBI) -- http://www.pcbionline.com/-- is the
holding company for Peoples Community Bank, a federally chartered
savings bank with 19 full service offices in Butler, Warren and
Hamilton counties in southwestern Ohio and Dearborn and Ohio
counties in southeastern Indiana.


PHOENIX FOOTWEAR: Forbearance Period Extended Until September 30
----------------------------------------------------------------
Effective July 31, 2009, Phoenix Footwear and its subsidiaries
together with Wells Fargo Bank, National Association entered into
a First Amendment to Forbearance Agreement and Second Amendment to
Credit and Security Agreement.  The Amendment amends and modifies
certain terms of the Credit and Security Agreement dated June 10,
2008, as amended by the Forbearance Agreement and First Amendment
to Credit and Security Agreement dated July 7, 2009, among Phoenix
Footwear and its subsidiaries and Wells Fargo.

Under the terms of the Amendment, these changes were made to the
Credit Agreement and Forbearance Agreement:

     -- The maximum availability under the line of credit being
        changed to $9.0 million -- subject to a borrowing base
        limit -- and, effective September 1, 2009, reduced to
        $7.0 million (subject to a borrowing base limit);

     -- Certain changes to the borrowing base limits (including
        inventory and concentrated receivables sublimits) to
        reflect the change in the size of the Company's business
        as result of the two divestitures during fiscal 2009;

     -- An acceleration of the maturity date for the revolving
        line of credit debt to September 30, 2009; and

     -- New financial covenants being added that require the
        Company achieve weekly minimum net sales and net cash
        flows during the extended forbearance agreement.

Under the Amendment, Wells Fargo agreed, during a forbearance
period, to refrain from exercising any rights and remedies which
it is or may become entitled to as a result of the existing past
financial covenant defaults.  Also, the Amendment provides for
Wells Fargo to continue making advances under the line of credit,
subject to the conditions of the Credit Agreement, excluding,
however, the Specified Events of Default.  The forbearance period
began on July 9, 2009, and ends on September 30, 2009, subject to
earlier termination at the election of Wells Fargo in the event of
an occurrence of any event of default under the Credit Agreement
other than the Specified Events of Default, and subject to
automatic termination in the event of the occurrence of certain
insolvency proceedings involving Phoenix Footwear or its
subsidiaries.

The Amendment provides that the continuing forbearance by Wells
Fargo is conditioned upon Phoenix Footwear's continuing engagement
of a financial turnaround consulting firm (which has occurred) to
provide specified financial consulting services and the repayment
in full of all indebtedness owed to Wells Fargo on or before
September 30, 2009.

The Amendment requires Phoenix Footwear to pay a $15,000
accommodation fee on October 1, 2009 unless Phoenix Footwear
repays the indebtedness in full on or before September 30, 2009.

As of August 3, 2009, the Company had $4.7 million outstanding
under the Credit Agreement with remaining availability of
$155,000.  The Company is engaged in discussions with several
different financing sources to provide the Company with proceeds
to repay in full its revolving line of credit debt on or before
September 30, 2009.  There is no assurance, however, that the
Company will be able to obtain such a facility on acceptable terms
and covenants or when and if the Company will be able to repay its
current facility in full.  If the Company is unable to complete a
financing transaction prior to September 30, 2009, the Company
plans to seek a second extension of the forbearance period so that
it may complete such a financing.  There is no assurance that it
will be granted or the terms and conditions thereof.  If such a
request is not granted, Wells Fargo may accelerate the Company's
indebtedness or foreclose on its assets.

A full-text copy of the First Amendment to Forbearance Agreement
and Second Amendment to Credit and Security Agreement dated July
31, 2009 among Phoenix Footwear Group, Inc. and its subsidiaries
and Wells Fargo Bank, National Association, is available at no
charge at http://ResearchArchives.com/t/s?415e

                      About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
Company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).


PILGRIM'S PRIDE: 43 Trade Creditors Transfer $2.44 Mil. in Claims
-----------------------------------------------------------------
During the period July 9 to August 3, 2009, 43 trade creditors
transferred their claims against Pilgrim's Pride Inc. and its
affiliates totaling $2,438,072:

Transferee                             Total Claim Amount
----------                             ------------------
Argo Partners                                    $343,232
ASM Capital, L.P.                                  84,390
ASM Capital III, L.P.                               7,862
Blue Heron Micro Opportunities Fund LLP             5,120
Contrarian Funds, LLC                           1,549,066
Fair Harbor Capital, LLC                          154,626
Liquidity Solutions, Inc.                          55,975
U.S. Debt Recovery                                237,801

U.S. Debt Recovery withdrew the notice of transfer of Bobby
Lockhart's $76 claim.  Fair Harbor Capital also withdrew the
notice of transfer of two proof of claim from Accutech Water
Dynamics.

                   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: Incurs $53.24MM Loss for Quarter Ended June 27
---------------------------------------------------------------

                 Pilgrim's Pride Corporation
            Consolidated Unaudited Balance Sheets
                     As of June 27, 2009

                            ASSETS

Cash and cash equivalents                          $101,179,000
Restricted cash and cash equivalents                  6,677,000
Investment in available-for-sale- securities          5,902,000
Trade accounts and other receivables                291,207,000
Inventories                                         798,846,000
Income taxes receivable                              23,645,000
Current deferred income taxes                        18,297,000
Prepaid expenses and other current assets            45,326,000
                                                 --------------

Assets held for sale                                          -
Current assets of discontinued business                       -
                                                 --------------
Total current assets                              1,291,079,000

Investment in available-for-sale securities          60,181,000
Other assets                                         88,663,000
Identified intangible assets, net                    59,725,000
Property, plant and equipment, net                1,531,582,000
                                                 --------------
Total Assets                                     $3,031,230,000
                                                 ==============

               LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities not subject to compromise:
Accounts payable                                   $171,578,000
Accrued expenses                                    303,052,000
Short-term notes payable                                      -
Current maturities of long-term debts                         -
Liabilities of discontinued business                  1,470,000
                                                 --------------
Total current liabilities                           476,100,000

Long-term debt, less current maturities              42,133,000
deferred income taxes                                40,826,000
Other long-term liabilities                          89,952,000
                                                 --------------
Liabilities not subject to compromise               649,011,000

Liabilities subject to compromise                 2,264,932,000

Common stock                                            740,000
Additional paid-in capital                          646,824,000
Accumulated deficit                                (551,602,000)
Accumulated other comprehensive income               21,325,000
                                                 --------------
Total stockholders' equity                          117,287,000
                                                 --------------
Total liabilities and stockholders' equity       $3,031,230,000
                                                 ==============


                Pilgrim's Pride Corporation
       Consolidated Unaudited Statement of Operations
              Three Months Ended June 27, 2009

Net sales                                        $1,776,813,000
Cost of sales                                     1,593,399,000
                                                 --------------
Gross profit (loss)                                 183,414,000

Selling, general and administrative expenses         74,818,000
Restructuring items, net                                      -
                                                 --------------
Total costs and expenses                          1,668,217,000

Operating income (loss)                             108,596,000

Other expense (income):
Interest expense                                     38,843,000
Interest income                                        (488,000)
Miscellaneous, net                                     (332,000)
                                                  -------------
Total other expense, net                             38,023,000

Income from continuing operations before
reorganization items and income taxes               70,573,000
Reorganization items                                 16,779,000
                                                 --------------
Loss from continuing operations
before income taxes                                 53,794,000
Income tax expense (benefit)                            555,000
                                                 --------------
Loss from continuing operations                      53,239,000

Income from operations of discontinued
business, net of tax                                         -
                                                 --------------
Net Income                                         ($53,239,000)
                                                 ==============

                Pilgrim's Pride Corporation
        Consolidated Unaudited Statement of Cash Flows
              For Six Months Ended June 27, 2009

Cash flows from operating operations:
Net loss                                          ($234,306,000)

Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization                       177,832,000
Asset impairment                                      5,409,000
Gain on property disposals                          (20,893,000)
Deferred income tax benefits                                  -
Changes in operating assets and liabilities:
Accounts and other receivables                     (121,375,000)
Inventories                                         250,905,000
Prepaid expenses and other current assets            24,131,000
Account payable and accrued expenses               (133,721,000)
Income taxes receivable, net                            898,000
Other                                                (1,889,000)
                                                 --------------
Cash used in operating activities                   (53,009,000)

Cash flows from investing activities:
Acquisitions of property, plant and equipment       (65,605,000)
Purchase of investment securities                   (16,088,000)
Proceeds from sale or maturity
of investment securities                            12,244,000
Change in restricted cash and cash equivalents      (12,931,000)
Proceeds from property disposals                     78,225,000
                                                 --------------
Cash used in investing activities                    (4,155,000)

Cash flows from financing activities:
Proceeds from short-term notes payable              430,817,000
Payments on short-term notes payable               (430,817,000)
Proceeds from long-term debt                        831,250,000
Payments on long-term debt                         (719,740,000)
Change in outstanding cash
management obligations                             (11,172,000)
Cash dividends paid                                           -
Other                                                  (808,000)
                                                 --------------
Cash provided by financing activities                99,530,000

Effect of exchange rate changes on cash
and cash equivalents                                (2,740,000)

Increase (decrease) in cash and cash equivalents     39,626,000
Cash and cash equivalents, beginning of period       61,553,000
                                                 --------------
Cash and cash equivalent, end of period            $101,179,000
                                                 ==============

A full-text copy of Pilgrim's Pride's 2009 First Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission is
available for free at http://ResearchArchives.com/t/s?3c9f

                   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.


POLAROID CORP: C2 Invested $2.6MM to Acquire 5% Interest
--------------------------------------------------------
C2 Global Technologies Inc. discloses that in May 2009, it
invested $2.6 million to indirectly acquire an approximate 5%
interest in Polaroid Corporation, pursuant to a Chapter 11
reorganization in a U.S. bankruptcy court.  C2's interest will be
managed by Knight's Bridge Capital Management L.P., an affiliate
of C2's parent, Counsel Corporation.

C2's primary business is the development and licensing of its
patents, which include two foundational patents in VoIP
technology.  C2 is also involved in the acquisition and
disposition of distressed and surplus assets through its interest
in Counsel RB Capital.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.


REPUBLIC STORAGE: Disc Statement OK'd; Sept 3 Voting Deadline Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
approved the disclosure statement for the plan of liquidation of
The Belden Locker Company, formerly Republic Storage Systems
Company, Inc., dated June 16, 2009.  The voting record date will
be August 4, 2009, and the voting deadline will be 5:00 p.m. on
September 3, 2009.  The deadline for filing objections to
confirmation of the Plan will be 5:00 p.m. on September 3, 2009.

The Court has set the confirmation hearing for September 10, 2009,
at 2:00 p.m.

                      Summary of Plan Terms

The Plan contemplates the liquidation and distribution of all
remaining assets of the Debtor's estate.  The Plan incorporates
settlements with Pension Benefits Guarantee Corporation and Ohio
Bureau of Workers Compensation, which allow a distribution to
unsecured creditors of roughly 3.5%.

Equity interests in Class 6 will not receive a distribution under
the Plans and are thus deemed to have rejected the Plan.

The claim of Pension Benefit Guaranty Corporation in Class 3, the
claim of the Ohio Bureau of Workers' Compensation in Class 4, and
general unsecured claims under Class 5 are impaired, and entitled
to vote on the Plan.  Secured claims in Class 1 and priority
unsecured tax claims in Class 2 are unimpaired under the Plan, and
are deemed to have accepted the Plan.

The Debtor's assets consist solely of the remaining cash realized
in the amount of $1,078,228 by the Debtor from the sale of its
assets to Buckeye RSS, LLC, which closed shortly after the order
of the Court on April 28, 2008, as amended on May 11, 2006.  It is
the Debtor's belief that all secured claims have been satisfied or
assigned and assumed by Buckeye RSS, LLC.

A full-text copy of the disclosure statement for the plan of
liquidation of The Belden Locker Company, formerly Republic
Storage Systems Company, Inc., is available for free at:

              http://bankrupt.com/misc/belden.ds.pdf

Based in Canton, Ohio, Republic Storage Systems Company Inc. nka
The Belden Locker Company -- http://www.republicstorage.com/--
manufactured several lines of shelving and storage products
including lockers, industrial storage products, custom designed
mezzanine systems and engineered storage systems.

The Company filed for Chapter 11 protection on March 14, 2006
(Bankr. N.D. Ohio Case No. 06-60316).  James Michael Lawniczak,
Esq., Karen A. Visocan, Esq., Lisa M. Yerrace, Esq., Nathan A.
Wheatley, Esq., and Laura McBride, Esq, at Calfee, Halter &
Griswold LLP, represent the Debtor in its restructuring efforts.
Dov Frankel, Esq., Harry W. Greenfield, Esq., at Buckley King,
LPA; and Wanda Borges, Esq., at Borges Donovan Attorneys at Law,
LLC, represent the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
between $10 million and $50 million in assets and debts.


RESIDENTIAL CAPITAL: Business Capital Group Joins Mountain Funding
------------------------------------------------------------------
Mountain Funding LLC has absorbed the 14 senior management and
real estate professionals from the REO asset management group of
GMAC-ResCap's Business Capital Group.  Mountain Funding completed
this transaction through its asset management affiliate, Mountain
Special Servicing, LLC.  As part of the transaction, GMAC-ResCap
has engaged Mountain Funding to provide asset servicing and other
consulting services for ResCap-BCG's residential development real
estate owned (REO) and non-performing loan (NPL) assets
nationally.  This servicing arrangement covers a portion of the
portfolio of ResCap's Business Capital Group, including
residential housing development REO properties.

ResCap continues to provide mortgage servicing and sub-servicing
for a portfolio of approximately 2.6 million mortgage loans, and
is the fifth largest mortgage servicer in the nation.

"We have been pursuing this expansion for several months and are
very excited to have completed it," said Peter J. Fioretti, CEO of
Mountain Funding and its affiliated management company.  "Mountain
Special Servicing has become one of the leading asset managers of
residential development REO and NPL assets for institutional
lenders in the country.  As importantly, Mountain Funding will be
able to utilize its asset management staff to efficiently
underwrite and bid on distressed debt portfolios, an area in which
we expect to be a major player for the next three years."

Joining Mountain Special Servicing as managing director will be
GMAC-ResCap's former head of ResCap-BCG REO management, Joel Kaul,
who will head up the company's residential asset management group.
The commercial asset and fractured condo management group
continues to be led by Mountain's Brett Peterson.

In addition to its Charlotte headquarters, Mountain's asset
managers are located in the following offices, servicing all major
markets nationally: Atlanta; Los Angeles; Minneapolis; Washington,
D.C.; Scottsdale, Ariz.; and Richmond, Va.

"With close to 30,000 residential lots under management and hands-
on knowledge of most active markets in the U.S., we believe we are
uniquely positioned to assist lenders holding distressed assets to
preserve and enhance their portfolios, and maximize cash recovery
in the shortest period of time," said Mr. Kaul.  "Our staff has
long and extensive relationships with builders and developers
located throughout the United States, allowing us to manage and
dispose of assets effectively and efficiently.  Our assignment at
GMAC-ResCap required us to develop expertise in all areas of asset
management and preservation, including entitlement review, cost
control, engineering review, HOA representation, reporting, and
creative disposition techniques."

Combined with its existing portfolio, Mountain Special Servicing
has approximately 90 assets under management, totaling over
$1 billion in unpaid principal balance.  The assets are
diversified over 20 states and include the following property
types: residential land development, residential lot
development/sale, housing construction/sale, commercial land
development, sub-performing retail centers, fractured condos,
apartments, and resort development.  Mountain Special Servicing
intends to pursue additional asset management business for
portfolios of distressed assets owned by REIT's, hedge funds, and
other institutional lenders.

In addition to its capability to provide asset management services
for third party lenders with distressed assets, Mountain Funding
is capitalized to invest $1 billion over the next few years in
distressed debt and property for its own account.

"The key to successfully and smartly bidding NPL portfolios lies
in the strength of the underwriting team," said Arthur G. Nevid,
Mountain Funding's chief investment officer.  "With the addition
of these experienced former GMAC-ResCap professionals to our
existing team, we are extremely well positioned to bid these
portfolios.  There are few locations or asset types that our
people are not experienced with as managers or underwriters, and
we have sophisticated underwriting models in place to expedite the
process."

"We are ready for a very exciting and opportunistic leg of this
cycle," summarized Mr. Fioretti.  "Mountain Funding was created in
the early '90s during the Savings & Loan crisis and developed
significant experience in the management and resolution of
distressed real estate.  We hope to leverage that skill set and
experience today."

                         About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                           *     *     *

As reported by the Troubled Company Reporter on May 28, 2009,
Standard & Poor's Ratings Services affirmed its 'CCC/C'
counterparty credit ratings on GMAC LLC and Residential Capital
LLC, its mortgage subsidiary.  The outlooks on the ratings for
both GMAC LLC and Residential Capital LLC are revised to
developing from negative.

As reported in the Troubled Company Reporter on December 3, 2008,
Dominion Bond Rating Service placed all ratings of Residential
Capital, LLC, including its Issuer and Long-Term Debt rating of C,
Under Review with Negative Implications.


RIO VISTA ENERGY: Warns of Bankruptcy if Unit's Sale Fails
----------------------------------------------------------
Rio Vista Energy Partners L.P. says if the sale of its wholly
owned subsidiary, Regional Enterprises Inc., is not consummated,
Rio Vista may seek to sell Regional to other parties or may elect
to continue to operate Regional.  Rio Vista currently has a
deficit in working capital and a loss from continuing operations.
If the amount of proceeds raised from the sale of Regional or the
existing cash flow generated from continuing to operate Regional
are not sufficient to satisfy Rio Vista's obligations, Rio Vista
would likely be required to seek other alternatives which could
include protection under the U.S. bankruptcy laws.

Rio Vista Energy had entered into a non-binding letter of intent
on July 29, 2009, to sell Regional to an undisclosed buyer.  The
purchase price to the Buyer to acquire 100% of the outstanding
stock of Regional held by Rio Vista will be $5,000,000, less
certain adjustments as described in the LOI and less deposits of
$250,000 received from Buyer in connection with the LOI.  The
Buyer will assume all the obligations of Regional, except for
obligations of Regional to Rio Vista or any of its affiliates,
totaling roughly $2,500,000 at June 30, 2009 (Affiliate
Obligations) for which a portion of the purchase price will be
applied for payment of the Affiliate Obligations by Regional at
closing.  The closing is to occur no later than September 28,
2009, unless extended as a result of permitted delays as
prescribed in the LOI (Permitted Delays).  The Permitted Delays
generally consist of Rio Vista's requirement to deliver financial
statements of Regional to Buyer by August 21, 2009, Rio Vista's
decision to seek a satisfactory fairness opinion for the
transaction, Rio Vista's decision to seek the necessary unitholder
approval for the transaction, delays associated with Regional's
collateralized lender to approve and finalize the required consent
for Buyer to assume such obligation, or any other condition which
Rio Vista believes is required to consummate the transaction.

The LOI is non-binding and an actual closing as prescribed in the
LOI is subject to many conditions and uncertainties related to
both the Buyer or Rio Vista.  In the event that the sale of
Regional takes place as prescribed in the LOI, Rio Vista believes
that the amount of cash received from Buyer will be sufficient for
Rio Vista to satisfy all of its obligations to its creditors.
Upon the sale of Regional to the Buyer, Rio Vista would no longer
have any operating assets and Rio Vista estimates that there will
be minimal remaining cash.  Rio Vista would not have any other
current sources of additional cash flow.

Based in Brownsville, Texas, Rio Vista Energy Partners L.P. is a
master limited partnership engaged in liquid bulk storage,
transloading and transportation of chemicals and petroleum
products through its assets and operations in Hopewell, Virginia.
Penn Octane Corporation owns 75% of Rio Vista GP LLC, the general
partner of Rio Vista.


SEMGROUP LP: Applicants' CCAA Stay Extended Until October 1
-----------------------------------------------------------
At the behest of SemCanada Crude Company; SemCAMS ULC; SemCanada
Energy Company; A.E. Sharp, Ltd.; CEG Energy Options, Inc.;
319278 Nova Scotia Company; and 1380331 Alberta ULC; the
Honorable Madame Justice Romaine in the Court of Queen's Bench of
Alberta, in the Judicial District of Calgary, Canada, extended
the stay period prohibiting creditors and parties-in-interest
from commencing or continuing any action against the CCAA
Applications, through and including October 1, 2009.

To facilitate the orderly implementation of the Debtors' Second
Amended Joint Plan of Reorganization, SemCanada Energy's
Consolidated Plan of Distribution and SemCAMS' Plan of
Arrangement and Reorganization, a condition precedent for the
implementation of each Plan is that the other Plans take effect
the same day.  SemCAMS, SemCanada Crude and the SemCanada Energy
are scheduled to apply before the Honourable Court on August 5,
2009, seeking a Canadian Creditors' Meetings order.  The proposed
Canadian Creditors' Meetings order is to seek the Honourable
Court's acceptance of the filing of the CCAA Plans and to
authorize SemCAMS, SemCanada Crude and the SemCanada Energy
Companies to each call, hold and conduct a meeting of certain of
their respective creditors to consider and vote on a resolution
to approve the CAMS Plan, the Crude Plan and the Energy Plan, as
the case may be on or about September 10, 2009.

If the US Plan is approved by the US Bankruptcy Court and the
CCAA Plans are sanctioned by the Honourable Court at confirmation
hearing, the Restructuring Debtors and the SemCanada Energy
Companies anticipate implementing the Plans on or
about October 1, 2009.  Similarly, 13880331 Alberta ULC is
liquidating its assets and would need an extension of the Stay
Period until October 1, 2009, for procedural convenience.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Examiner Discharged From Chapter 11 Probe Duties
-------------------------------------------------------------
The Bankruptcy Court granted a request by Louis J. Freeh, Esq.,
the appointed examiner of the Chapter 11 cases of SemGroup L.P.,
for discharge from his Chapter 11 probe duties.

The Examiner asked Judge Brendan Linehan Shannon of the U.S.
Bankruptcy Court the District of Delaware for a discharge from his
obligations as Examiner, and for the Court to address certain
procedural issues pertaining to the termination of his examination
of the Debtors.

The Examiner asserted that he has fulfilled his duties and
obligations as the Court-appointed Examiner, in accordance with
the terms of his appointment.  The Examiner filed with the Court
his report on March 24, 2009, culminating his duties under the
Examiner order.  The Examiner Report disclosed Mr. Freeh's
findings on the circumstances surrounding the Debtors' trading
strategy, insider transactions, and potential improper use of
funds, among others.

The Examiner further asked the Court to:

-- prohibit discovery that the Examiner expects will be
    propounded on him and his professionals;

-- provide for his exculpation and those of his professionals,
    in a manner consistent with the exculpation of professionals
    in a typical Chapter 11 reorganization plan; and

-- establish deadlines for the submissions, objections filing,
    and hearing on the final fee applications for his
    professionals.

At a July 14, 2009 hearing, the Court suggested bifurcating the
Examiner's request and directed the Examiner and certain parties
that have conveyed objections to the proposal to confer and submit
a proposed order.  Westback Purchasing Co., LLC, Harvest Fund
Advisors LLC, Gregory C. Wallace, and Thomas L. Kivisto were the
objecting parties.

The revised proposed order, as agreed by the parties, will not
constitute a determination that any information or material
provided to or of the Examiner is confidential, protected,
privileged and the rights of any creditor, party-in-interest, or
third party to challenge any designation in the Court are
reserved.

The revised proposed order also sets these dates:

    Aug. 31, 2009  -- filing of final fee applications of the
                      Examiner and his professionals

    Sept. 28, 2009 -- filing of objections to the final fee
                      applications of the Examiner and his
                      professionals

    Oct. 8, 2009   -- hearing to consider the final fee
                      applications of the Examiner and his
                      professionals

                        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)


SIX FLAGS: Committee Proposes Solomon as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Six Flags Inc.'s
cases seeks the Court's authority to retain Peter J. Solomon
Company, L.P., and its affiliate Peter J. Solomon Securities
Company, LLC, as restructuring and financial advisor.

According to Creditors' Committee co-chair, William Kaye of the
Coca-Cola Company, the Creditors' Committee intends to employ
PJSC because the firm's services are necessary to enable the
Creditors' Committee to assess and monitor the efforts of the
Debtors and their professional advisors to maximize the value of
their estates and to reorganize successfully.  PJSC is well
qualified and able to represent the Creditors' Committee in a
cost-effective and timely manner, Mr. Kaye relates.

The Creditors' Committee and its legal advisors anticipate PJSC
to provide consulting and advisory services in order to advise
them in the course of the Debtors' Chapter 11 cases.  The
Creditors' Committee also expects PJSC's to assist the Creditors
Committee:

  (a) in reviewing and analyzing the financial performance of,
      and strategies for, the Debtors;

  (b) in reviewing and analyzing the business plans and
      financial pro and financial projections prepared by the
      Debtors;

  (c) in evaluating the Debtors and their assets and
      liabilities, including valuations proposed by any
      interested party;

  (d) regarding restructuring of the Company's existing
      indebtedness;

  (e) in reviewing the Debtors' weekly cash flow forecasts,
      liquidity and adequacy of financing and financing options;

  (f) in reviewing the Debtors' weekly cash flow forecasts,
      liquidity and adequacy of financing and financing options;

  (g) in the course of any negotiations with the Debtors and
      their creditor constituencies;

  (h) in developing, evaluating, structuring and negotiating the
      terms and conditions of any potential plans of
      reorganization;

  (i) regarding any sales of the Debtors' assets of lines of
      businesses;

PJSC will be paid on a fixed monthly rate of $175,000 and a
completion fee of $1,200,000, and reimbursed of actual and
necessary expenses incurred by PJSC in representing the
Creditors' Committee in the Debtors' Chapter 11 cases.

The Completion Fee will be considered earned and payable upon
confirmation of a Plan of Reorganization or other resolution of
the Debtors' bankruptcy not later than June 30, 2010, which will
be earned in full, provided that a majority of the voting
Committee members votes in its role as a Committee member in
favor of or does not actively oppose the Plan of Reorganization
or other resolution notwithstanding any non-material objection
filed against the Plan.

If a confirmation hearing has commenced on or prior to June 30,
2010, and, due to the Court's scheduling, the hearing has not
concluded by June 30, 2010, the deadline will be deemed extended
by up to 30 days to accommodate the Court's schedule.

Mr. Kaye points out that PJSC will make every effort to
coordinate with the other professionals retained by the
Creditors' Committee in this case in order to eliminate
unnecessary duplication of overlap of work.

Mr. Kaye also informs the Court that the Debtors have agreed to
indemnify and hold PJSC harmless from any losses or claims
proceedings arising out of (i) information provided by the
Debtors to any persons, (ii) failure to act by the Debtors or by
PJSC at the company's request, or (iii) the engagement of PJSC
under the indemnification agreement.

Anders J. Maxwell, managing director of Peter J. Solomon Company,
assures the Court that PJSC does not represent or hold adverse
interest in connection with the Debtors' cases.

The Court will convene a hearing to consider this motion on
August 13, 2009, at 1:00 p.m. Prevailing Eastern Time.  Objections
are due by August 6.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Committee Sets Information Access Protocol
-----------------------------------------------------
The Official Committee of Unsecured Creditors in Six Flags Inc.'s
asks the Court to approve producers to ensure the Committee's
compliance with Section 1102(b)(3) of the Bankruptcy Code,
including the establishment of a Committee Web site.

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, the Information Procedures
will allow the Creditors' Committee to satisfy its statutory
obligations to provide access to information to the Debtors'
general unsecured creditors, and to solicit, receive and respond
to Information Procedures and to fulfill its statutory
obligations in an efficient and effective manner.

In connection with the establishment of a Committee Web site, the
Creditors' Committee seeks the Court's authority to retain
Kurtzman Carson Consultants LLC, as its Web site Administration
Agent nunc pro tunc to June 26, 2009.

The Committee Web site will (i) serve as an access point for
unsecured creditors to receive certain non-Confidential
Information and non-Privileged Information, and (ii) allow the
Creditors' Committee to solicit and receive comments from
Unsecured Creditors regarding the Debtors and their Chapter 11
cases.  The information available in the Committee Web site are:

  * General information regarding the chapter 11 cases;

  * Contact information for the Debtors, and any information
    hotlines that they establish, the Debtors' counsel and the
    Official Committee's counsel;

  * The date by which Unsecured Creditors must file their proofs
    of claims;

  * The voting deadline with respect to any chapter 11 plan of
    reorganization filed in the chapter 11 cases;

  * The claims docket, as established by the Debtors and
    Kurtzman;

  * A general overview of the chapter 11 process;

  * The Debtors' monthly operating reports;

  * A list of upcoming omnibus hearing dates and the calendar of
    matters on such hearing dates;

  * Answers to frequently asked questions;

  * Links to other relevant websites, like the Debtors'
    corporate Web site, the website of the Debtors' notice,
    claims and soliciting agent, Kurtzman, the Bankruptcy Court
    website and the website of the U.S. Trustee.

The reasonable fees and expenses of Kurtzman will be payable by
the Debtors in the ordinary course and treated as administrative
expenses pursuant to Section 503(b).  Since Kurtzman is already
serving as the Debtors' notice, claims and soliciting agent, the
Creditors' Committee says having Kurtzman serve as its Web site
Administration Agent will create efficiencies in disseminating
information to Unsecured Creditors and cost savings to the
estates.

In addition to establishing the Committee Web site, the
Creditors' Committee will establish an e-mail address to allow
unsecured creditors to send questions and comments concerning the
chapter 11 cases.

If an Unsecured Creditor submits a written request by electronic
mail or otherwise for the Creditors' Committee to disclose
information, the Committee will, within 20 days after receiving
the Information Request, respond to the Unsecured Creditor
through whatever means deemed reasonable under the circumstances,
including providing access to the information requested, or the
reasons why the Committee cannot comply with the Information
Request.

The Creditors' Committee will not be required to provide access
to information to any entity that has not demonstrated to the
satisfaction of the Creditors' Committee that it holds claims of
the kind described in Section 1102(b)(A)(3).

If the Creditors' Committee denies the Information Request
because it believes that (a) the Information Request implicates
Confidential of Privileged Information which need not be
disclosed; or (b) the Information Request is unduly burdensome,
the Unsecured Creditor may, after a good faith effort to meet and
confer with an authorized representative of the Creditors'
Committee, seek an order from the Court by a noticed motion,
compelling the Creditors' Committee to disclose certain
information for cause, provided further that nothing will be
deemed to preclude an Unsecured Creditor from requesting that the
Court conduct an in camera review of any information specifically
responsive to the Unsecured Creditor's request that the
Creditors' Committee or the Debtors claim is Confidential or
Privileged Information.

Within five business days of the creation of the Committee Web
site, the Creditors' Committee will provide a notice of the
Information Procedures to Kurtzman, for service on those parties
listed in the Debtors' creditor matrix maintained by Kurtzman.
The Unsecured Creditor Notice will advise creditors of the entry
of the Order, the address of the Committee Website, and the
Committee E-mail Address.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Seeks Bankruptcy Court's Nod to Pay Foreign Vendors
--------------------------------------------------------------
Six Flags Inc. ask the Bankruptcy Court for additional authority
to pay in their sole discretion and in the ordinary course of
business, as and when due, prepetition claims owing to foreign
vendors, service providers, regulatory agencies, and governments.
The Debtors also seek the Court's authority to pay claims for
payment for direct and indirect materials and services provided to
the Debtors, as well as import tax obligations.

As earlier reported, on June 15, 2009, the Court authorized the
Debtors to pay $559,224 of prepetition claims then due and owing
to Foreign Vendors.  Since that date, additional outstanding
Foreign Claims have come to light.  The Debtors' estimated
prepetition amount that remains due to Foreign Vendors is
approximately $150,000.

Katherine L. Good, Esq., at Richards, Layton & Finger, P.A. in
Wilmington, Delaware, relates that if the Foreign Claims are not
paid, the Foreign Vendors might refuse to do business with the
Debtors.  The cumulative impact of these events could have a
catastrophic adverse effect on the Debtors' operations,
particularly on the ability of the Debtors to continue to
maintain a postpetition business as usual atmosphere, Ms. Good
tells the Court.

The Debtors propose to condition the payment of Foreign Claims on
agreement of the individual Foreign Vendor to continue supplying
goods and services to the Debtors on terms that are consistent
with the historical and customary trade terms between the
parties.

The Debtors propose that the Customary Trade Terms between the
parties apply for the remaining terms of the Foreign Vendor's
agreement with the Debtors, as long as the Debtors agree to pay
for the goods in accordance with the terms.

If a Foreign Vendor accepts a payment on account of a prepetition
obligation of the Debtors and thereafter fails to provide the
Debtors with the requisite Customary Trade Terms, then:

  (a) any Foreign Payment received by the Foreign Vendor will be
      deemed an unauthorized postpetition transfer that the
      Debtors may either (i) recover from the Foreign Vendor in
      cash or goods, or (ii) at the Debtors' option, apply
      against any outstanding administrative claim held by the
      Foreign Vendor; and

  (b) upon recovery of any Foreign Payment, the prepetition
      claim of the Foreign Vendor will be reinstated in the
      amount recovered by the Debtors, less the Debtors'
      reasonable costs to recover the amounts.

The Debtors also seek the Court's authority to obtain a written
direct verification before issuing payment to a Foreign Vendor
that the Foreign Vendor will continue to provide goods and
services to the Debtors on Customary Trade Terms for the
remaining terms of the Foreign Vendor's agreement with the
Debtors, provided that the absence of the written verification
will not limit the Debtors' rights sought in this Motion.

Further, the Debtors ask the Court to direct all banks to honor
and pay all checks presented for payment and to honor all
electronic payment requests made by the Debtors related to the
prepetition obligations.  The Debtors have sufficient cash
reserves to pay all prepetition Foreign Vendor obligations on an
ongoing basis and in the ordinary course of the Debtors'
business.

The Court will convene a hearing to consider this motion on
August 13, 2009.  Objections were due August 6, 2009.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Court Allows Committee Members to Trade in Securities
----------------------------------------------------------------
Judge Christopher Sontchi granted a motion by the Official
Committee of Unsecured Creditors in Six Flags Inc.'s case to allow
its members trade securities issued by the Debtors:

  -- 8-7/8% senior unsecured notes due 2010;

  -- 9-3/4% convertible notes due 2013;

  -- 9 5/8% senior unsecured notes due 2014;

  -- 4-1/2% convertible notes due 2015 issued by Six Flags,
     Inc.;

  -- 12-1/4% senior unsecured notes due 2016 issued by Six
     Flags Operations Inc.; or

  -- preferred or common stock of the Debtors or their
     affiliates.

Judge Sontchi also ruled that trading of securities by Committee
personnel will be subject to an "ethical wall".  The Ethical
Wall Procedures provide, among others, that the Committee
Personnel will not share non-public Committee information with
any other employees of the Ethical Wall Entity other than in
compliance with the Ethical Wall procedures.  Committee Personnel
will keep non-public information generated from Committee
activities in files inaccessible to other employees.

The Ethical Wall Entity will (a) provide to the United States
Trustee an initial certification of the amount and types of its
claims against the Debtors and (b) update this information
through quarterly reports submitted to the United States Trustee.

The Order will apply to an Ethical Wall Entity only if it is
engaged in trading of Securities as a regular part of its
business from the date of its appointment to the Creditors'
Committee, Judge Sontchi ruled.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SMITHFIELD FOODS: Moody's Affirms 'Ba3' Rating on Senior Notes
--------------------------------------------------------------
Moody's Investors Service affirmed Smithfield Foods, Inc.'s Ba3
rating on its senior secured notes due in 2014, following a
proposed $225 million add-on to the existing $625 million of 2014
Notes.  Moody's affirmed Smithfield's other long-term ratings,
including its corporate family rating and probability of default
rating of B2.  The company's speculative grade liquidity rating is
upgraded to SGL-3 from SGL-4.  The rating outlook remains stable.

Ratings Affirmed, and certain LGD percentages revised:

  -- Senior secured notes to be upsized from $625 million to $850
     million due 2014 at Ba3 (LGD2, 24%)

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- Senior unsecured debt ratings at Caa1 (LGD5); LGD percentage
     to 84% from 83%

Rating upgraded:

  -- Speculative grade liquidity rating to SGL-3 from SGL-4

Smithfield's B2 corporate family rating incorporates the
volatility in its operating performance, as well as low margins
given the commodity nature of its products.  Resulting weak credit
metrics have not been offset by the long-term benefits from its
market position as the world's largest hog and pork producer.  An
oversupply of live hogs, reduced demand for pork as a result of a
lingering global recession and the temporary effects of the April
2009 outbreak of influenza A(H1N1), and foreign government-imposed
restrictions on pork imports in major export markets have
precluded earnings improvement.  Market prices of U.S. live hogs
at the end of July 2009 were $43.40 per hundredweight and have
been trading at less than $45 per hundredweight since the start of
2009, well below domestic raising costs.  Although the company
recently announced plans to reduce its herd by 27,000 sows, more
aggressive herd reduction may be required before live hog prices
can improve to profitable levels.  Nonetheless, credit metrics are
expected to improve modestly over the intermediate term with
moderated grain costs, higher pork retail prices resulting from
industry capacity reductions and cost cuts providing upward
support to earnings.

The 2014 Notes are guaranteed by material domestic subsidiaries
and will benefit from security.  The notes have a first lien on
tangible and intangible personal property of the borrower and
guarantors and certain fixed assets.  The notes have a 2nd lien on
the collateral pledged to a new $1 billion domestic asset based
revolving credit facility.  This security is shared with
Smithfield's $200 million term loan.  The Ba3 rating assigned to
the 2014 Notes reflects their structural advantages over
Smithfield's senior unsecured debt.

The upgrade in the company's speculative grade liquidity rating to
SGL-3 reflects the improvements made to Smithfield's capital
structure, including the replacement of its straight domestic
revolving credit agreement with a $1 billion "ABL" and the
additional liquidity represented by the upsizing in the senior
secured bonds.  Moody's anticipates that Smithfield will rely on
its external sources of cash in order to cover capital
expenditures, working capital requirements, and scheduled debt
maturities until profit margins and internal cash flow generation
strengthen.  External available liquidity at May 3, 2009 was
robust, at $1.1 billion.  Senior debt due in October 2009,
aggregating $241 million, can thus be repaid from operating cash
flow, proceeds from its 2014 Notes and/or by drawings under
Smithfield's ABL.  The company's only maintenance covenant will be
a fixed charge coverage ratio under the ABL.  This covenant will
be tested only if usage exceeds a high threshold.  Moody's does
not expect this covenant to be tested in the next twelve months.

Moody's most recent rating action for Smithfield on June 25, 2009
lowered the company's corporate family rating and probability of
default rating to B2.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor.  Sales for the
fiscal year ended May 3, 2009, excluding the revenues of the
discontinued beef business, were approximately $12.5 billion.


SMITHFIELD FOODS: S&P Assigns 'B+' Rating on $225 Mil. Add-On Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level and recovery rating to Smithfield Foods Inc.'s planned
$225 million add-on debt issue to its previous $625 million senior
secured note offering due 2014.  The notes are rated 'B+' (two
notches higher than the 'B-' corporate credit rating on the
company).  The recovery rating is '1', which indicates its
expectation for very high (90%-100%) recovery of principal plus
six months of pre-petition interest in the event of a payment
default.  Similar to the previous offering, these notes will be
issued pursuant to Rule 144A pursuant to Regulation S under the
Securities Act of 1933.  Proceeds from the offering will be used
to repay other outstanding debt.

On August 7, 2009, S&P lowered all of the existing ratings on
Smithfield Foods Inc., including the corporate credit rating to
'B-' from 'B'.

The ratings on Smithfield Foods Inc. reflect the continued very
weak operating performance in the company's hog production
segment, volatility of feed costs, cyclicality of the swine
industry, and very high debt leverage.

                           Ratings List

                       Smithfield Foods Inc.

        Corporate credit rating            B-/Negative/--

                          Assigned rating

                       Smithfield Foods Inc.

              Senior secured debt rating         B+


SMITHFIELD FOODS: S&P Downgrades Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Smithfield Foods Inc. to 'B-' from 'B'.
The outlook is negative.

S&P also lowered the senior secured debt rating on the company to
'B+' from 'BB-' and the senior unsecured debt rating to 'B-' from
'B'.

"Given the challenging environment in the pork industry, S&P don't
expect Smithfield to meet its previous EBITDA expectations," said
Standard & Poor's credit analyst Patrick Jeffrey.  "Moreover, the
company's liquidity is pressured by high debt leverage and
encumbered assets."  The weak economy continues to impact pricing
in Smithfield's hog production segment as the flu outbreak and
worldwide recession has hurt demand and held down prices.
Therefore, S&P expects the company will find it difficult to
improve its very weak operating performance in the near term.
Although the company has improved its liquidity through the recent
U.S. asset backed loan revolver and a $625 million senior secured
note offering, debt leverage was 15.7x for fiscal 2009 and S&P
does not expect improvement in this measure until at least the
second half of fiscal 2010.  This rating action also assumes that
Smithfield will refinance existing indebtedness that matures
through 2010 and is taking near-term action to eliminate quarterly
financial covenants.  Approximately $3 billion of debt was
outstanding as of May 3, 2009.

The ratings on Smithfield Foods Inc. reflect the continued very
weak operating performance in the company's hog production
segment, volatility of feed costs, cyclicality of the swine
industry, and very high debt leverage.

Although the company benefits from its position as the leading
producer, processor, and marketer of fresh and processed pork in
the U.S., Smithfield faced a very challenging operating
environment in fiscal 2009 as an oversupply of hogs; high feed
costs; and the A(H1N1) virus, which has affected consumer buying
patterns and  resulted in a significant earnings decline.  The
company has reduced its hog production capacity, but S&P believes
the weak economy and swine flu threat will keep pricing trends
uncertain in the near term.  S&P also believes that other pork
producers in the industry will need to reduce livestock numbers to
stabilize hog prices.  In fiscal 2009, the company hedged feed
costs in anticipation of continued increases but then incurred
significant losses as feed costs dropped well below Smithfield's
hedged positions.  However, S&P believes Smithfield's feed costs
should materially decline in fiscal 2010 as its higher cost hedge
positions roll off in the first quarter.  In addition, Smithfield
has implemented a restructuring of its pork operations that is
expected to result in cost savings of about $55 million in fiscal
2010 and $125 million in fiscal 2011 (does not include
depreciation).

The outlook is negative.  As a result of very weak operations in
fiscal 2009, total debt to EBITDA was very weak for the rating at
15.7x.  S&P expects at least the first half of fiscal 2010 to
remain weak due to the continuing impact of the A(H1N1) virus and
the effects of the weak economy on the company's hog production
operations.  S&P also remained concerned about the company's
ability to meet its quarterly financial covenants under its Euro
$300 revolving credit facility in the near term and will continue
to monitor the company's progress in eliminating all of its
quarterly financial covenants.  S&P could lower the rating further
over the near term if the company's liquidity is materially
pressured due to Smithfield's inability to stabilize its
operations.  S&P would consider a stable outlook if the company
reduces debt leverage to the 8x area, maintains adequate
liquidity, and demonstrate sustained improvement in its hog
production operations.


SPANSION INC: Key Parties Object to Formation of Equity Committee
-----------------------------------------------------------------
Spansion Inc., an ad hoc group of holders of floating rate notes
issued by Spansion, the Official Committee of Unsecured Creditors
and the U.S. Trustee ask the Court to deny a request by Philip
Mathers for an appointment of an equity security holders
committee.

The Debtors relate that while they recognize the right of Dr.
Mathers and other equity holders to participate in the Chapter 11
cases, the Debtors believe that an Equity Committee is neither
necessary nor advisable at this time.  The Debtors note that
their liabilities exceed a fair valuation of their asset thus,
equity holders are likely to receive little recovery.  The
Debtors assert that the appointment of an Equity Committee at
this time would lead to the further proliferation of
professionals compensated by the Debtors' estates and complicate
and prolong the already complex Chapter 11 cases.  Moreover, the
Debtors tell the Court, the interest of equity holders are
already adequately represented by an active Board of Directors of
Spansion Inc., and senior management team who are complying with
their fiduciary duties under Delaware law as well as by the
official and unofficial committees that are already active.

In support of the Debtors' objection, John P. Brincko, chief
restructuring consultant to the Debtors, says the differences
between the Debtors' schedules of assets and liabilities and
Spansion Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 28, 2008, which it filed with the U.S. Securities
and Exchange Commission are attributable to different reporting
requirements; Generally Acceptable Accounting Principles
requirements; the different reporting dates and the inclusion or
non-inclusion of the Debtors' foreign subsidiaries.  Mr. Brincko
informs the Court that both the Creditors Committee and the Ad
Hoc Consortium have been vigilant in monitoring the Debtors'
activities to ensure that the Debtors' are making sound business
judgments and complying with their obligations as debtors-in-
possession under the Bankruptcy Court.

The Ad Hoc Consortium asserts that Dr. Mathers has not come close
to satisfying his heavy burden of establishing that there is
substantial likelihood that there will be an equity recovery or
that the Debtors' stockholders are not adequately represented.

Under the circumstances where Dr. Mathers has not introduced
evidence that there is substantial likelihood of a meaningful
distribution to equity holders, the Official Committee of
Unsecured Creditors says it will adequately represent the
interests of the equity security holders without the incurrence
of the additional cost and expense of another official committee
to the Debtors' estates.

Relying on the "adequate representation" language of Section
1102(a)(2) of the Bankruptcy Code, Roberta A. DeAngelis, the
Acting U.S. Trustee for Region 3, relates that courts which have
considered appointing an official equity security holders
committee have concluded that appointment is not necessary in
those cases where a debtor's equity security holders are
"hopelessly insolvent."  Ms. DeAngelis notes that the Debtors
appear to be hopelessly insolvent with respect to the position of
equity.  She relates that subsequent to the Petition Date, the
Debtors retained independent auditors, Ernst & Young, to conduct
audit and KPMG LLP to conduct impairment analysis.  The
impairment analysis, Ms. DeAngelis says, included impairment
charges totaling approximately $1.6 billion, with goodwill then
being value at zero.

HSBC Bank USA, National Association, as successor Indenture
Trustee under the Indenture, dated as of May 18, 2007, by and
among Spansion LLC, as issuer, the Guarantors, and Wells Fargo
Bank, National Association, as predecessor Indenture Trustee,
pursuant to which the Issuer issued $625 million aggregate
principal amount of its Senior Secured Floating Rate Notes Due
2013, concurs with and joins the Objection of the Ad Hoc
Consortium.

In a certification of counsel, Dr. Mathers advised the Court that
that he was struck down with H1N1 Swine Flu symptoms and was
unfit to travel to the United States for the scheduled hearing on
July 23, 2009.  Dr. Mathers requested that the hearing be
continued at a later date.  Copnsequently, the Court granted Dr.
Mathers' request and held that the hearing will be rescheduled
only after Dr. Mathers has submitted to the Court a note from his
doctor, a public health official, or an airport authority
declaring that he is fit to travel to the United States.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Latham & Watkins Bills $4.1MM for March to June Work
------------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, various
professionals in Spansion Inc. and its affiliates' Chapter 11
cases seek payment of their fees and reimbursement of their
expenses:

A. Debtors' Professionals

Professional             Period              Fees      Expenses
------------             ------              ----      --------
Latham & Watkins LLP  03/02/09 to
                       05/31/09         $3,219,767       $90,268

Latham & Watkins      05/01/09 to
LLP                   05/31/09          1,026,584        23,905

Latham & Watkins LLP  06/01/09 to
                       06/30/09            919,602        10,147

KPMG LLP              03/01/09 to
                       05/31/09          1,542,516       105,939

KPMG LLP              05/01/09 to
                       05/31/09            905,817        44,507

KPMG LLP              06/01/09 to
                       06/30/09            148,411         5,811

Ernst & Young LLP     03/01/09 to
                       05/31/09            615,030         1,829

Ernst & Young LLP     05/01/09 to
                       05/31/09            191,810           520

Ernst & Young LLP     06/01/09 to
                       06/30/09            141,575           371

Baker & McKenzie LLP  03/01/09 to
                       05/31/09            404,763         6,326

Morgan Stanley &      03/01/09 to
Co. Incorporated      05/31/09            400,000       123,655

Morgan Stanley &      05/01/09 to
Co., Incorporated     05/31/09            100,000         8,448

Morgan Stanley &      06/01/09 to
Co. Incorporated      06/30/09            100,000         5,425

Duane Morris LLP      03/01/09 to
                       05/31/09            280,923        12,037

Duane Morris LLP      06/01/09 to
                       06/30/09             68,753         1,937

Wilson Sonsini
Goodrich & Rosati, PC 03/01/09 to
                       05/31/09            125,914           591

Gordian Group, LLC    03/01/09 to
                       05/31/09            225,000        46,687

Brincko Associates    05/01/09 to
Inc.                  05/31/09            162,420        30,638

Brinkco Associates    06/01/09 to
Inc.                  06/30/09            155,000        14,596

Baker & McKenzie LLP  05/01/09 to
                       05/31/09             87,223           970

Baker & McKenzie LLP  06/01/09 to
                       06/30/09            104,800         2,066

Gordian Group LLC     05/01/09 to
                       05/31/09             75,000         7,075

Gordian Group LLC     06/01/09 to
                       06/30/09             75,000        12,764

Sitrick and Company   03/02/09-
Inc.                  05/31/09             49,542         1,057

Sitrick and Company   05/01/09 to
Inc.                  05/31/09              5,373            11

Sitrick and Company   06/01/09 to
Inc.                  06/30/09                907             0

Latham & Watkins and Baker & McKenzie are the Debtors' counsel.
KPMG LLP, Gordian Group and Morgan Stanley are the Debtors'
financial advisors.  Sitrick and Company is the Debtors'
corporate communications consultants.  Ernst & Young is the
Debtors' independent auditors.  Brincko Associates is the
Debtors' restructuring advisors.  Wilson Sonsini serves as
special counsel to the Debtors.

The Debtors had submitted with the Court certifications of no
objections as to the monthly fee applications of their
professionals.  Pursuant to the order of the Court Establishing
Procedures for Interim Compensation, the Court held that the
Debtors may pay 80% of the fees and 100% of expenses of these
professionals:

Professional                          80% Fees   100% Expenses
------------                          --------   -------------
Morgan Stanley & Co. Incorporated      $80,000         $49,390
Morgan Stanley & Co. Incorporated       80,000           8,448
Duane Morris LLP                        82,774           2,887
Brincko Associates Inc.                125,050          22,755
Brincko Associates Inc.                165,404          30,147
Brincko Associates Inc.                129,936          30,638
Sitrick and Company Inc.                 4,299              11
Latham & Watkins, LLP                  821,267          23,905
Baker & McKenzie LLP                    69,778             970
Ernst & Young LLP                      153,448             520
KPMG LLP                               724,654          44,507
Gordian Group, LLC                      60,000           7,075

After informal communication with the Office of the U.S. Trustee,
Brincko is voluntarily reducing its expenses for the period from
March 1, 2009, through March 31 by $395 and for the period from
April 1, 2009, through April 30 by $512.

B. Professionals of the Official Committee of Unsecured Creditors

Professional             Period              Fees      Expenses
------------             ------              ----      --------
FTI Consulting, Inc.    03/12/09 to
                         05/31/09         $440,000       $21,263

FTI Consulting, Inc.    05/01/09 to
                         05/31/09          150,000         5,550

FTI Consulting, Inc.    06/01/09 to
                         06/30/09          150,000        11,904

Young Conaway Stargatt  03/13/09 to
& Taylor, LLP           03/31/09           67,848         8,100

Young Conaway Stargatt  04/01/09 to
& Taylor, LLP           05/31/09           45,381         7,735

Young Conaway Stargatt  06/01/09 to
& Taylor, LLP           06/30/09            4,976         4,784

Committee Members       03/12/09 to
                         04/30/09                -         5,564

Committee Members       05/01/09 to
                         06/30/09                -           698

Young Conaway is the Committee's co-counsel.  FTI is the
Committee's financial advisor.

The Committee said it has received no objections with respect its
professionals' fee applications.  Pursuant to the order of the
Court Establishing Procedures for Interim Compensation, the Court
held that the Debtors may pay 80% of the fees and 100% of
expenses of these professionals::

Professional                          80% Fees   100% Expenses
------------                          --------   -------------
FTI Consulting, Inc.                  $120,000          $5,550
Young Conaway Stargatt & Taylor LLP     36,304           7,735
Committee Members                            -           5,472

The Committee said that Electron Limited, one of its members,
sought reimbursement of $241 for a dinner on March 12, 2009,
which has been voluntarily reduced to $150 based on informal
comments from the Debtors.  The Committee originally sought
reimbursement of $5,564.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Tessera Wants Probe for Infringement Claims
---------------------------------------------------------
Tessera, Inc., asks the Bankruptcy Court to enter an order
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure
compelling (i) examination of a designee of Spansion Inc. and its
affiliates pursuant to Rule 30(b)(6) of the Federal Rules of Civil
Procedure, and (ii) for production of documents.

In late 2005, Tessera filed a complaint against the Debtors in
the Northern District of California for infringement of its
patents.  In April 2007, Tessera filed a complaint against
Spansion Inc., and Spansion LLC for infringement of two of the
five patents asserted in the California Action in the
International Trade Commission.  The California court stayed the
California Action until determination of the ITC.

Tessera avers that Spansion has continued to infringe its
patents.

Tessera relates it has repeatedly sought information from the
Debtors regarding their apparent infringement in violation of the
U.S. Patent Law and the ITC Orders, but the Debtors have refused
to answer its questions informally.

Thus, Tessera asks the Court to compel the Debtors to produce
information and certain documents.  A list of the requested
documents is available for free at:

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

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPECTRUM BRANDS: Sales Down to $589MM; To Exit Ch. 11 This Month
----------------------------------------------------------------
Spectrum Brands reported its results of operations and filed its
Form 10-Q with the U.S. Securities and Exchange Commission for the
quarter ended June 28, 2009, which is the Company's third quarter
of fiscal 2009.

As of June 28, 2009, Spectrum Brands reported $2.03 billion in
assets, $2.15 billion in total liabilities, and $1.23 billion in
total shareholders' deficit.

The Company's consolidated net sales for the third quarter were
$589.4 million as compared to $638.8 million for the third quarter
of fiscal 2008.  Reported net sales exclude the Company's growing
products division, which is being accounted for as discontinued
operations.  Net sales, excluding a $35.9 million negative impact
due to foreign exchange in the third quarter of 2009, decreased
2.1% from the same quarter last year.

Consolidated adjusted EBITDA, a non-GAAP measurement which the
Company believes is a useful indicator of the operating health of
the business and its trajectory, was $102.0 million for the
quarter, up 19.0% over the same quarter of last year.  Adjusted
EBITDA for the third quarter of 2009 included a negative impact of
foreign exchange of $3.8 million.

The Company reported a net loss per fully diluted share of $0.71
per share for the quarter.  Excluding certain items which
management believes are not indicative of the Company's on-going
normalized operations, the Company generated adjusted diluted
earnings per share of $0.47, a non-GAAP number.  These excluded
items, net of tax, include:

   -- Reorganization costs associated with the Company's
      Chapter 11 filing of $40.6 million, or $0.77 cents per
      share;

   -- Net tax adjustments of $17.2 million, or $0.33 per share, to
      exclude the effect of certain adjustments made to the
      valuation allowance against net deferred taxes and other tax
      related items;

   -- Restructuring and related charges of $2.1 million, or $0.04
      per share; and

   -- Net loss from discontinued operations of $2.0 million, or
      $0.04 per share related to the Company's growing products
      portion of its Home and Garden business.

During the third quarter of fiscal year 2008, the Company reported
a net loss per fully diluted share of $5.58.

Gross profit and gross margin for the quarter were $230.3 million
and 39.1%, respectively, versus $242.4 million and 37.9% for the
same period in fiscal year 2008.  Cost of goods sold during the
fiscal 2008 third quarter included restructuring and related
charges of approximately $14 million related to the shutdown of
the Company's battery manufacturing facility in Ningbo, China and
various cost cutting initiatives throughout the Company.

With tight budget controls and some ongoing organizational
streamlining, Selling, General and Administrative (SG&A) expenses
were $137.5 million, or 23.3% of sales for the quarter, a
$43.1 million reduction from the same quarter last year when SG&A
was 28.3% of sales.  During the third quarter of 2009, SG&A
expenses also benefited from favorable foreign exchange impacts of
$11.0 million versus the prior year.

                   Third Quarter Segment Results

Global Batteries and Personal Care

Continuing the positive trends experienced in recent quarters, the
Company's Global Batteries and Personal Care segment reported its
tenth consecutive quarter of year-over-year improvement in
adjusted EBITDA as a direct result of continued market share
growth in many product categories and successful cost cutting
initiatives.  Net sales for the segment for the third quarter were
$296.8 million compared with $344.4 million for the same period
last year, a difference of $47.6 million, of which $31.4 million
represents the impact of negative foreign exchange.

Adjusted EBITDA for the Global Batteries and Personal Care segment
was $43.3 million for the quarter, which is up 14.1% over the same
quarter of last year as this business continues to benefit from
the successful implementation of numerous cost savings initiatives
and the decision to exit targeted segments of its private label,
lower margin business, particularly in European markets.
Excluding $4.6 million of negative foreign exchange impacts during
the third quarter of fiscal year 2009, adjusted EBITDA was up
26.2% compared to the same period last year.  Profitability for
this segment also improved this quarter to $37.3 million, up 12.3%
over last year's level.

Global battery sales for the quarter were $185.6 million, down
$31.9 million from last year due to a negative foreign exchange
impact of $19.5 million as well as slower sales in the Latin
American market due to a slow-down in consumer spending and
inventory de-stocking at retailers driven by economic conditions.

In North America, RayovacR branded products are experiencing an
outstanding year demonstrated by the Nielson survey results, which
continue to show RayovacR outpacing competitors in both dollar
share and dollar sales growth.  The Company believes that its
value positioning is resonating with today's cost conscious
consumer.  Overall battery sales in North America were up 9.8%
over the same period last year with sales of alkaline batteries up
14.9%.

European battery sales for the quarter were $73.0 million, down
$18.1 million from last year primarily due to a negative foreign
exchange impact of $13.0 million and the decision to exit targeted
segments of the Company's private label, lower margin business.

Latin American battery sales for the quarter were $35.5 million,
down from $56.1 million last year.  Foreign exchange negatively
impacted this quarter's results by $6.0 million, while the
slowdown in several economies in that region and de-stocking of
inventory at retailers also contributed to slower sales.

Global sales of RemingtonR branded products were very stable for
the quarter with $93.4 million in sales, including a negative
foreign exchange impact of $10.5 million.  Last year sales for the
same period were $104.8 million.  According to a recent Nielson
survey dated July 11, 2009, Remington continues to be the fastest
growing or top selling product in many of its product categories
including men's shaving, women's hair care, personal groomers and
women's electric shaving and grooming.

Global Pet Supplies

The Global Pet Supplies Segment reported net sales of
$144.6 million down from $148.6 million in the same period of last
year due to $4.4 million of negative foreign exchange impacts this
quarter.  With strong growth in North America, led by the
performance of the Company's DingoR branded products, companion
animal sales grew 7.4% for the quarter.  For the Company's
aquatics products, sales of consumables, such as fish food,
remained robust worldwide while sales of larger equipment lagged
due to weak economic conditions. Overall aquatics sales for the
quarter were down 7.5% with stable year-over-year sales in North
America and the Pacific Rim regions, offset by weaker sales in
Europe as negative foreign exchange and a shorter than anticipated
pond season due to poor weather conditions in early spring, which
tempered results there.

Benefiting from global cost reduction initiatives, adjusted EBITDA
for the Global Pet Supplies segment was $24.9 million for the
quarter compared to $22.4 million for the same period last year.
Foreign exchange did not have a significant impact on Global Pet
Supplies adjusted EBITDA.  Segment profitability for Global Pet
Supplies for the quarter was $19.2 million compared to
$16.8 million for the same period last year.

Home and Garden

With the prime bug and pest season underway, the Company's Home
and Garden Business segment's net sales, which included sales of
brands such as CutterR, RepelR, Hot ShotR, and SpectracideR, were
$148.0 million, as compared with $145.8 million for the same
period last year.

Benefiting from successful cost cutting measures as well as
positive sales results for the quarter, adjusted EBITDA for the
Home and Garden segment for the quarter improved $7.3 million, or
21.6%, over the same period last year to $41.3 million.  Segment
profitability for the quarter was $38.7 million for the Home and
Garden business as compared with $31.3 million in the same period
last year.

Corporate Expenses and Interest Expense

Corporate expenses were $8.2 million for the quarter as compared
with $12.4 million in corporate expenses during the third quarter
of last year.  This decrease was primarily due to the non-
recurring $4.5 million charge incurred in the third quarter of
fiscal 2008 to write off professional fees incurred in connection
with the termination of a purchase contract for the Global Pet
Supplies business.

Interest expense was $48.7 million compared to $57.1 million in
the same period last year, primarily due to the Company's
discontinuation of the accrual of $24 million in interest for the
quarter on its Senior Subordinated Notes.  In accordance with
generally accepted accounting principles, as of February 3, 2009,
the date of the Company's Chapter 11 filing, the Company ceased
accruing interest on its Senior Subordinated Notes.  These notes
are expected to be cancelled upon the effective date of the
Company's Plan of Reorganization, which is expected to occur later
this month.  This non-accrual of interest was partially offset by
default interest accrued on the Company's senior term loans and a
change in the required accounting treatment on its interest rate
derivative contracts as a result of the Company's Chapter 11
filing.

Financial Restructuring Update: Exit From Chapter 11 Expected This
Month

As previously disclosed, on February 3, 2009, the Company
announced a proposed financial restructuring and filed a pre-
negotiated Plan of Reorganization with the U.S. Bankruptcy Court
that would, if confirmed, significantly reduce the Company's
outstanding debt, which management believes will put the Company
in a stronger financial position for the future.  Under the terms
of the Plan, existing common stock will be extinguished, and no
distributions will be made to holders of the current equity.  In
addition, allowed claims with respect to the Senior Subordinated
Notes will be refinanced with new common stock and new senior
subordinated notes to be issued by the Company.  Holders of the
allowed claims with respect to the existing notes will receive
their pro rata share of approximately 27 million shares of new
common stock as well as their pro rata share of approximately
$218 million in principal amount of the new subordinated notes.

On July 15, 2009, the Honorable Judge King of the U.S. Bankruptcy
Court for the Western District of Texas, San Antonio Division,
entered an order confirming the Company's Plan.  The official
equity committee appointed in the Company's chapter 11 cases has
appealed the confirmation and the Fifth Circuit Court of Appeals
has imposed a stay pending certain elements of this appeal.  While
there can be no assurances, the Company believes that the record
demonstrates that the Bankruptcy Court reached the correct
decision and, accordingly, that the confirmation will be upheld.
The Company expects to exit from Chapter 11 protection later this
month.

Once implemented, on the effective date, the confirmed Plan would
reduce the Company's subordinated debt by approximately
$840 million, significantly strengthening the Company's balance
sheet and overall financial position.

In connection with the implementation of the confirmed Plan, the
Company expects to close on the effective date an exit financing
facility of up to $242 million.

The Company's financial statements are available at:

                http://ResearchArchives.com/t/s?413b

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPORTS ROCK: Fails to Pay Drink Tax, Files for Chapter 11 Bankr.
----------------------------------------------------------------
Sports Rock Cafe, Inc., and Matrix Night Club have filed for
Chapter 11 bankruptcy protection, ThePittsburghChannel.com
reports.

Sports Rock filed for bankruptcy in the U.S. Bankruptcy Court for
the Western District of Pennsylvania, listing $100,000 to
$1,000,000 in liabilities against $10,000 to $100,000 in assets.

ThePittsburghChannel.com relates that Allegheny County Treasurer
John Weinstein said on Friday that he asked sheriff's deputies to
padlock the entrances to Sports Rock and Matrix, hours before they
would have started serving their usual large summer weekend
crowds.  According to the report, not all of the bars and
restaurants that are required to pay Allegheny County's drink tax
have been doing it and the county said that Sports Rock and Matrix
are among the worst offenders with a combined $200,000 owed.
Citing Mr. Weinstein, the report states that the county took
Matrix and Sports Rock to court and gave them a few weeks to pay
but they didn't.

According to ThePittsburghChannel.com, Sports Rock and Matrix said
that they chose not to add on the drink tax to customers when it
went into effect in January 2008, instead choosing to pay the tax
out of existing drink prices and revenues.

Matrix and Sports Rock said in a statement, "Since that time, we
have tried our best and did in fact pay some of the drink taxes
and have made some payments on the arrearages.  Certainly we
intend to pay every penny that is owed to Allegheny County and
will stay current on the drink tax payments."

Citing Mr. Weinstein, ThePittsburghChannel.com states that Sports
Rock owes more than $100,000 in drink taxes.

Matrix Night Club and Sports Rock Caf‚, Inc., are owned by Thomas
Jayson.


STANDARD MOTOR: Plans to Raise $75 Million by Issuing Securities
----------------------------------------------------------------
Standard Motor Products, Inc., filed on August 6, 2009, a
universal shelf registration statement on Form S-3 with the
Securities and Exchange Commission to register the offer and sale
from time to time of up to an aggregate of $75 million of
securities, which may consist of common stock, preferred stock,
debt securities, warrants, depositary shares, stock purchase
contracts or units consisting of any of the foregoing.  The terms
of any offering under the shelf registration statement will be
determined at the time of offering.  The shelf registration is
intended to give the Company flexibility to take advantage of
financing opportunities when market conditions are favorable to
the Company.

The Company intends to use the net proceeds from any subsequent
offerings to repay a portion of its outstanding indebtedness under
its revolving credit facility.  The Company then intends from time
to time to borrow funds from its revolving credit facility for
general corporate purposes, such as working capital, capital
expenditures and acquisitions.

A full-text copy of the shelf registration statement is available
at no charge at http://researcharchives.com/t/s?414a

                       About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STANDARD MOTOR: Posts $5.31MM Net Earnings for June 30 Quarter
--------------------------------------------------------------
Standard Motor Products, Inc., posted net earnings of
$5.31 million for the three months ended June 30, 2009, compared
to a net loss of $1.09 million for the same period a year ago.
For the six months ended June 30, 2009, the Company posted net
earnings of $5.84 million compared to net earnings of
$11.9 million for the same six-month period a year ago.

As of June 30, 2009, the Company had $538.4 million in total
assets and $368.6 million in total liabilities.

The Company said consolidated net sales for the second quarter of
2009 were $197.5 million, compared to consolidated net sales of
$215.3 million during the comparable quarter in 2008.  The Company
said consolidated net sales for the six month period ended
June 30, 2009, were $369.7 million, compared to consolidated net
sales of $423.4 million during the comparable period in 2008.

Commenting on the results, Mr. Lawrence I. Sills, Standard Motor
Products' Chairman and Chief Executive Officer, stated, "We are
pleased with our second quarter results as our earnings from
continuing operations were substantially ahead of 2008, excluding
one time items in both periods.

The Company said the most significant event of the period was
redeeming the remaining 6.75% convertible bonds and reaching an
agreement with banks to extend their agreement for an additional
year to March 2013.  "We were able to accomplish this by reducing
our total debt by 50% or $137.8 million, primarily through working
capital improvement over the last 12 months -- an outstanding
achievement in these difficult times.  We acknowledge the hard
work and sacrifice of so many of our people from all areas of our
Company," Standard Motor said in a news statement.

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?4149

                       About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STANT PARENT CORP: U.S. Trustee Appoints 5-Member Creditors' Panel
------------------------------------------------------------------
The United States Trustee for Region 3 appointed five members to
the Official Committee of Unsecured Creditors in the bankruptcy
cases of Stant Parent Corp.

The Committee members are:

     -- Masters Machine Co., Inc.;
     -- Jackson Spring & Mfg. Co.;
     -- Quality Mold Shop, Inc.;
     -- Nstar Electric Company; and
     -- Jasper Rubber Products, Inc.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del 09-12647).

In its petition, Stant Corp. listed $50 million to $100 million in
debts against $50 million to $100 million in assets.

According to Bloomberg News, Stant said it is seeking to sell its
assets in bankruptcy, citing the global economic decline, high
debt levels, and the bankruptcies of General Motors Corp. and
Chrysler LLC.

HIG Capital LLC bought Stant from Tomkins PLC in June 2008.
Pricing, contracting, and budgeting errors at the time of the
purchase contributed to Stant overestimating its expected future
earnings, leaving the company overleveraged, Bloomberg says,
citing Philip Fitzpatrick, chief financial officer of HIG Capital.
According to the report, Mr. Fitzpatrick blamed the errors on a
lack of internal controls at the Company.

Mr. Fitzpatrick said in court documents that Stant has lined up
$11 million in debtor-in-possession financing from HIG and GMAC
Commercial Finance LLC.

Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.


STEEL NETWORK: Can Use BofA's Cash Collateral Until August 21
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina authorized, on an interim basis, The Steel Network, Inc.,
and Applied Science International, LLC, to:

   -- use cash securing repayment of loan from Bank of America,
      N.A., until Aug. 21, 2009; and

   -- grant the bank adequate protection for the bank's interests
      in the Debtors' use of cash collateral.

A second interim hearing on the cash collateral motion is set for
9:30 a.m. on August 18, 2009, in Courtroom 1 of the U.S.
Bankruptcy Court, 101 S. Edgeworth Street, Greensboro, North
Carolina.

The Debtors require access to, and use of, their cash, prepetition
accounts receivable and related proceeds in order to pay ordinary
operating expenses to generate additional postpetition accounts
receivable.

The Debtors related that their accounts receivable and inventory
are valued at $5,805,889 and their total assets on which the Bank
claims a security interest total over $12,614,369, whereas the
Bank is owed substantially less -- about $2,340,000 as of the
petition date.

The Debtors added that they granted the bank a security interest
in substantially all of its assets pursuant to a security
agreement dated Dec. 6, 2007.

As further adequate protection for the use of the bank's cash
collateral, the bank is granted and allowed (i) a replacement lien
on all postpetition accounts and inventory to the extent that
prepetition cash collateral of the Bank is used by TSN, and (ii) a
superpriority administrative expense claim.

Durham, North Carolina-based The Steel Network, Inc., operates a
steel industry.  The Company and Applied Science International,
LLC filed for Chapter 11 on July 24, 2009 (Bankr. M. D. N.C. Case
No. 09-81230.) Katherine J. Clayton, Esq., represents the Debtors
in their restructuring efforts.  In their petition, the Debtors
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


STERLING MINING: Sunshine Precious Asks Court to Dismiss Case
-------------------------------------------------------------
Creditor Sunshine Precious Metals, Inc., and stockholder American
Reclamation Inc. ask the court for an order dismissing Sterling
Mining Company's Chapter 11 case.

Sunshine and American Reclamation tell the Court that the filing
of the Sterling petition was an ultra vires act of a sole
officer/director, not an act approved or authorized by a properly
constituted Sterling board of directors.  They state that the
Court is obligated to lift the automatic stay, vacate, without
prejudice, any orders which have been entered and dismiss the
pending Chapter 11 petition because, "if the District Court finds
that those who purport to act on behalf of the corporation have
not been granted authority by local law to institute the
proceedings, it has no alternative but to dismiss the petition."

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


STOLLE MACHINERY: S&P Withdraws 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Centennial, Colorado-based Stolle Machinery Co. LLC, including the
'B+' corporate credit rating.

The company does not file financial statements with the SEC, and
S&P does not expect to receive the requisite information to
maintain the rating.


SYNTAX-BRILLIAN: Greenberg Traurig Wants $6 Million in Fees
-----------------------------------------------------------
Greenberg Traurig LLP wants to take home more than $6 million for
its work representing Syntax-Brillian Corp., which left bankruptcy
about a month ago, while other professionals also are set to cash
in, according to Law360.

In its final fee application filed with the U.S. Bankruptcy
Court for the District of Delaware, the firm requested roughly
$5.8 million in compensation and $300,000 in expenses, the report
says.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the official committee of unsecured
creditors.  Pepper Hamilton, LLP, represents the Committee as
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
balloting, notice, and claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TITLEMAX HOLDINGS: To Avoid $164MM Interest Payment, Lenders Say
----------------------------------------------------------------
TitleMax Holdings Inc. may have a hard time securing a requested
four-month extension now that secured lenders contend the company
is merely trying to avoid paying interest on a matured
$164 million credit facility, according to Law360.

Merrill Lynch Mortgage Capital Inc. spoke out against TitleMax's
bid for more time to file a plan, contending the debtor is seeking
to prolong its stay in bankruptcy, according to the report.

                      About Titlemax Holdings

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title, and CheckMax is a
closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.  The Company and its affiliates filed for
Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead
Case No. 09-40805).  DLA Piper LLP represents the Debtors in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
seven creditors to serve on the official committee of unsecured
creditors.  Titlemax has assets and debts both ranging from
$100 million to $500 million.


TRUMP ENTERTAINMENT: Incurs $581MM Net Loss on Impairment Charges
-----------------------------------------------------------------
Trump Entertainment Resorts Inc. filed its second quarter report
on Form 10-Q, disclosing a net loss of $581,075,000 on
$255,938,000 in revenues for the quarter ended June 30, 2009.
This compares to a net loss of $39,674,000 on $294,674,000 of
revenues for the same period in 2008.

Loss from operations for the second quarter of 2009 was
$566,107,000, primarily due to $556,733,000 in intangible and
other asset impairment charges.  The impairment charges relate to
Trump Plaza's and Trump Marina's long-lived assets.

As of June 30, 2009, assets total $1,432,390,000 while debts total
$2,070,998,000.

As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners.  Beal Bank and Beal Bank Nevada to amend and restate a
prepetition credit agreement with the partnership subsidiary of
the Company in order to restructure approximately $486 million in
debt.  Under the amendment, the debt will be assumed by the
reorganized company post-emergence and the maturity period for the
repayment is extended until December 2020 from the existing
maturity of 2012.  Under the Plan, only Beal Bank will have
recovery, and lower ranked creditors would receive nothing.
According to the disclosure statement explaining the Plan, Beal
Bank will recover 94% of its claims.  The Plan is subject to
confirmation by the Bankruptcy Court.

"At this time, it is not possible to predict with certainty the
effect of the Chapter 11 Case on our business or various
creditors, or when we will emerge from these proceedings," the
Debtor said in the 10-Q filing.

A copy of the Form 10-Q filed with the Securities and Exchange
Commission is available for free at:

        http://researcharchives.com/t/s?4160

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's confirmation
of its Chapter 11 plan on Apr. 5, 2005, and in May 2005, it exited
from bankruptcy under the name Trump Entertainment Resorts Inc.


UBS AG: Settlement Talks Continue, Drafting Pact Needs More Time
----------------------------------------------------------------
Carrick Mollenkamp at The Wall Street Journal reports that UBS AG
and the U.S. and Swiss governments are continuing settlement
talks, as the parties try to structure a deal that will likely
result in UBS handing over client information on thousands of
accounts tied to U.S. citizens.

As reported by the Troubled Company Reporter on August 3, 2009,
UBS, along with the Swiss government, reached a settlement
agreement with U.S. authorities regarding a tax-evasion probe.

The Journal relates that a final round of negotiations the past
week was aimed at completing the settlement with the Justice
Department.  Katharina Bart at The Journal reports that the talks
were reportedly stalled over when and how Switzerland transfers
client-account data, which is protected by strict bank-secrecy
laws.

UBS clients' lawyers, according to The Journal, said that the
delays are partly tied to the extent the Internal Revenue Service
will be allowed to pursue claims against at other Swiss bank
clients.

The Journal says that department attorney Stuart Gibson told the
court on Friday that more time is needed.

Switzerland's justice department said in a statement, "We will
continue to strive for a solution which is in the interests of
both countries."

The Journal states that a teleconference is scheduled for
Wednesday to update U.S. District Judge Alan Gold, who is
overseeing the case.

Katharina Bart at The Journal reports that the Swiss cabinet held
an extraordinary meeting on UBS's problems with U.S. tax
authorities.

Switzerland could be trying to make arrangements ensuring any
concessions made to U.S. authorities as part of a settlement can
be met, which might include a faster administrative process for
handing over the date to the IRS, The Journal states, citing
analysts.

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.

As reported in the Troubled Company Reporter-Europe, UBS has
amassed more than US$53 billion in writedowns and losses since the
credit crisis began.  The bank expects to post a loss in the
second quarter of 2009.  The bank's net loss for full-year 2008
widened to CHF19.697 billion from of CHF5.247 million in the prior
year.  Net losses from continuing operations totaled
CHF19.327 billion, compared with losses of CHF5.111 billion in the
prior year.  UBS attributed the losses to negative revenues in its
fixed income, currencies and commodities (FICC) area.  For the
2008 fourth quarter, UBS incurred a net loss of CHF8.100 billion,
down from a net profit of CHF296 million.  Net loss from
continuing operations was CHF7.997 billion compared with a profit
of CHF433 million.  The Investment Bank recorded a pre-tax loss of
CHF7.483 billion, compared with a pre-tax loss of CHF2.748 billion
in the prior quarter.  This result was primarily due to trading
losses, losses on exposures to monolines and impairment charges
taken against leveraged finance commitments.  An own credit charge
of CHF1.616 billion was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.

UBS said it will further reduce its headcount to 15,000 by the end
of the year.  UBS's personnel numbers reduced to 77,783 on
December 31, 2008, down by 1,782 from September 30, 2008, with
most staff reductions at its investment banking unit.


UNIVERSAL MARKETING: Can Access TD Bank's Cash Until August 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized, on an interim basis Universal Marketing, Inc., to:

   -- use cash securing repayment of loan with TD Bank, N.A. until
      Aug. 17, 2009; and

   -- provide adequate protection to TD Banks' interest in the
      cash collateral.

A further interim hearing on the Debtor's use of cash collateral
is set for August 17, 2009, at 11:00 a.m. before Hon. Eric L.
Frank, in Courtroom No. 1, Robert N. C. Nix Sr. Federal Building,
900 Market Street, Philadelphia, Pennsylvania.

The Debtor is authorized to use TD Bank's cash collateral to pay
expenses related to the operation of its business, in accordance
with the budget.

The Debtor owed, as of the petition date, TD Bank $7,000,000
pursuant to a line of credit.

The Debtor has other unliquidated debts of $15,921,533 due to
numerous trade creditors.

The Debtor will grant, as adequate protection, a postpetition
replacement lien upon, and security interest in all of the assets
of the Debtor.

Philadelphia, Pennsylvania-based Universal Marketing, Inc., runs
an advertising and marketing business.  The Company filed for
Chapter 11 on July 23, 2009 (Bankr. E. D. Penn. Case No. 09-
15404).  Aris J. Karalis, Esq., at Maschmeyer Karalis P.C.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


UNIVERSAL MARKETING: Schedules Filing Extended Until August 24
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
extended until August 24, 2009, Universal Marketing, Inc.'s time
to file its schedules of assets and liabilities and statement of
financial affairs.

Philadelphia, Pennsylvania-based Universal Marketing, Inc., runs
an advertising and marketing business.  The Company filed for
Chapter 11 on July 23, 2009 (Bankr. E. D. Penn. Case No. 09-
15404).  Aris J. Karalis, Esq., at Maschmeyer Karalis P.C.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


UNUM GROUP: Net Income Rises to $267MM in Quarter Ended June 30
---------------------------------------------------------------
Unum Group disclosed in a filing with the Securities and Exchange
Commission that its external auditors stated there was substantial
doubt about the company's ability to continue as a going concern
if the automotive industry's financial problems were not resolved
soon.

At June 30, 2009, the Company's balance sheet showed total assets
of $51.33 billion, total liabilities of $43.86 billion and
stockholders' equity of $7.47 billion.

For three months ended June 30, 2009, the Company reported at net
income of $267.20 million compared with a net income of
$240.30 million for the same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $432.10 million compared with a net income of
$403.4 million for the same period in 2008.

During the first six months of 2009, the Company recognized an
impairment loss of $19.5 million on securities issued by a U.S.
automotive parts company.  The majority of the company's revenues
are generated by sales to a single domestic automobile
manufacturer.  Due to the weak economy, automobile production has
decreased in recent quarters, with the expectation of further
production cuts in future quarters.  The U.S. government has made
available a $5 billion credit facility to several automotive parts
companies to help maintain automotive supplier liquidity.
However, with their largest customer likely to undergo a major
financial restructuring or bankruptcy filing, the company faces
increased challenges.  The also company obtained covenant relief
from its banks and has no major debt payments due until 2011, in
March 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4141

Headquartered in Chattanooga, Tennessee, Unum Group (NYSE:UNM) and
its insurance and non-insurance subsidiaries, operate in the
United States, the United Kingdom, and, to a limited extent, in
certain other countries around the world.  The principal operating
subsidiaries in the United States are Unum Life Insurance Company
of America, Provident Life and Accident Insurance Company, The
Paul Revere Life Insurance Company, and Colonial Life and Accident
Insurance Company, and in the United Kingdom, Unum Limited.  The
Company operates in three business segments: Unum US, Unum UK and
Colonial Life.


VERSACOLD INTERNATIONAL: S&P Keeps 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings,
including its 'B' long-term corporate credit rating, on Vancouver-
based Versacold International Corp. (formerly Eimskip Holdings
Inc.) on CreditWatch with developing implications, where they were
placed November 6, 2008.  A CreditWatch placement of developing
means that S&P could raise, lower, or affirm the ratings.

S&P had placed the ratings on CreditWatch to reflect both the
financial uncertainty that Hf. Eimskipafelag Islands (EI; not
rated), the ultimate parent, faces and the announcement that EI
started a formal sale process to dispose of its stake in
Versacold.

On June 30, 2009, EI announced the sale of its 49% interest in
Eimskip Tango ehf (direct parent of Versacold) to The Yucaipa
Companies, LLC, with an option to acquire the remaining 51%
interest currently owned by EI.  Yucaipa also owns Americold
Realty Trust (not rated), the largest public refrigerated
warehouse operator in the U.S.  S&P understands that Versacold and
Americold would operate independently and there is no imminent
plan of combining or consolidating the two companies' operations.
The ratings on Versacold reflect the company's stand-alone credit
standing with no expectation of any financial support from the
parent.

"The ratings on Versacold are constrained, in S&P's view, by the
company's very high debt level relative to its operating cash
flow, resulting in what S&P considers a highly leveraged financial
risk profile," said Standard & Poor's credit analyst Greg Pau.
"Under the current financial structure, Versacold's credit
standing is unlikely to materially improve because its operating
cash flow will only allow moderate deleveraging in the medium
term," Mr. Pau added.

Despite Versacold's market-leading position, S&P believes the
public refrigerated warehousing market and related logistic
services are fragmented, with low barriers to entry and customers'
strong bargaining position over PRW operators.  As a result, the
industry exhibits a stable but thin EBITDA margin and S&P don't
expect material improvement.

Notwithstanding the aforementioned concerns, Standard & Poor's
believes Versacold's core PRW business operates in an industry
with relatively stable demand as the volume of goods requiring PRW
and related logistic services is driven by food consumption.

The successful sale of Versacold's interests to Yucaipa could, in
S&P's view, reduce its earlier concerns that Versacold's business
risk and financial risk profiles could be adversely affected by
the financially distressed EI.  S&P's rating assessment would
involve evaluating Yucaipa's credit standing, as well as
Versacold's business, operational, and financial strategy after
the acquisition.  S&P will likely resolve the CreditWatch
placement in the next three months.


VONAGE HOLDINGS: Posts $2.28 Mil. Net Income for June 30 Quarter
----------------------------------------------------------------
Vonage Holdings Corp. reported record adjusted earnings before
interest, taxes, depreciation and amortization of $31 million for
the second quarter ended June 30, 2009, up from $12 million in the
year ago quarter and $21 million sequentially.  Vonage said this
is the seventh consecutive quarter of positive and increasing
adjusted EBITDA and reflects the Company's continued focus on cost
management and the deliberate reduction in marketing spend as it
develops and launches its new marketing campaign and eliminates
redundant spending.

Vonage reported positive income from operations of $15 million, up
from a loss of $2 million the prior year and income of $5 million
sequentially.  Revenue of $220 million was down 3% year-over-year,
and 2% sequentially.

Vonage said "for the first time ever" it generated net income
of $1 million or $0.01 per share excluding the benefit of a
$1 million derivative liability adjustment related to the
Company's convertible notes.  This is an improvement from a loss
of $7 million or $0.04 in the second quarter of 2008.  GAAP net
income was $2 million or $0.01 per share.

In its Form 10-Q filed with the Securities and Exchange
Commission, Vonage said it booked net income of $2.28 million
for the three months ended June 30, 2009, from a net loss of
$6.88 million for the same period a year ago.  For the six months
ended June 30, 2009, Vonage posted net income of $7.55 million
from a net loss of $15.8 million for the same period a year ago.

As of June 30, 2009, Vonage had $333.5 million in total
assets; and $442.0 million in total liabilities; resulting
in $108.4 million in stockholders' deficit.

Marc Lefar, Vonage Chief Executive Officer, said, "We generated
record level adjusted EBITDA as well as increased free cash flow,
underscoring our strong financial performance in the quarter. The
cost reduction initiatives introduced over the last twelve months
are generating important benefits for our company.  We achieved a
significant milestone, generating positive net income excluding
adjustments for the first time in Company history."

"While our financial performance was strong, our subscriber base
did not grow at expected levels due in part to the challenges of
the current economy and the increasing impact of wireless
substitution. During the quarter, we launched our new marketing
campaign, which we anticipate will drive new customer acquisition
over time.  Over the coming weeks and months, we will roll out new
products and plans that provide significant additional value to
customers.  These new products will capitalize on growth
opportunities in both mobile and international markets while
leveraging the technology that delivers Vonage services today."

Vonage said during the second quarter 2009 it lost 89,000 net
subscriber lines, finishing the quarter with 2.5 million lines in
service.  Churn rose to 3.2% from 3.0% in the prior year's quarter
and 3.1% sequentially.

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?414b

                           About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp. (NYSE:
VG) -- http://www.vonage.com/-- provides broadband telephone
services with roughly 2.5 million subscriber lines.  Its
technology enables anyone to make and receive phone calls with a
touch tone telephone almost anywhere a broadband Internet
connection is available.  Vonage's service is sold on the web and
through national retailers including Best Buy and Wal-Mart Stores
Inc. and is available to customers in the U.S., Canada and the
United Kingdom.


WESTMORELAND COAL: WML Unit in Default of Leverage Ratio Covenant
-----------------------------------------------------------------
Westmoreland Coal Company said at June 30, 2009, its WML
operations were in default with a leverage ratio covenant in its
debt agreement as a result of customer outages.

One of the outages ended in July, and the Company resumed its coal
deliveries.  The remaining outage, at one of the Company's largest
customers, is expected to continue into the fourth quarter of
2009.

The Company is currently in discussions with its WML lenders
regarding resolution and expects the process of obtaining a waiver
to take 60 to 90 days.  In addition, WML's default could
potentially trigger future cross defaults under the Company's
other debt agreements.  As a result of the non-compliance, the
lenders could require additional fees, the accelerated payment of
a portion or the entire debt, or an increase in interest rates.
Under these circumstances, the Company has classified a total of
$139.2 million of outstanding debt formerly classified as
noncurrent as current liabilities.

The Company projects it will only be able to meet its projected
cash requirements through December 2009.  The Company is pursuing
these alternatives to remedy its liquidity issues and to continue
to improve its overall cash flows:

     -- The Company is currently in discussions with its lenders
        about amending covenants, increasing its revolving lines
        of credit, term debt, and the amount of operating
        subsidiary dividends available to the Parent;

     -- The Company is evaluating its mining operation's
        significant upcoming capital investments for deferral;

     -- The Company is looking at the potential sale of one or
        more of its assets. There can be no assurance that any
        sale could be completed on a timely basis or on terms
        acceptable to the Company;

     -- The Company is pursuing alternatives to meet future
        reclamation bond requirements with reduced amounts of cash
        collateral as it enters new mining areas;

     -- The Company is attempting to improve its liquidity by
        improving the operating performance of its mines. The
        Company believes that improvements in productivity and a
        continued focus on cost control at its mining operations
        during 2009 and 2010 should improve its liquidity;

     -- The Company froze its pension plan on July 1, 2009, and
        made stock contributions in the second quarter, both of
        which will reduce immediate cash expenditures; and

     -- The Company continues to explore ways to eliminate
        portions of, as well as reduce its heritage health benefit
        costs.

There can be no assurance that the Company will be successful in
completing any of the contemplated transactions on terms
acceptable to it, or at all, or that the other actions the Company
contemplates will be successful in improving its cash flows or its
liquidity.

Westmoreland Coal Company (NYSE Amex:WLB) --
http://www.westmoreland.com/-- is the oldest independent coal
company in the United States.  The Company's coal operations
include coal mining in the Powder River Basin in Montana and
lignite mining operations in Montana, North Dakota and Texas.  Its
power operations include ownership of the two-unit ROVA coal-fired
power plant in North Carolina.


WORLDSPACE INC: Asks Court to Extend Plan Filing Until Dec. 31
--------------------------------------------------------------
Chris Forrester at Rapid TV News reports that Worldspace Inc. has
asked the U.S. Bankruptcy Court for the District of Delaware to
extend the period of its Chapter 11 bankruptcy until December 31.

According to Rapid TV, the original period that the Court granted
ended on July 31.

Worldspace said in court documents that it has been too busy to
compile its reorganization plan.  Court documents state that
neither Worldspace, nor the other parties involved can prepare a
reorganization plan until company founder Noah Samara's Yenura
firm hands over its cash.  Rapid TV notes that there are doubts
whether Mr. Samara can come up with his much-promised cash.

Yenura agreed to buy Worldspace's assets for about $28 million,
but "has yet to consummate" the deal, Rapid TV states.  According
to court documents, Yenura was continuing, "to make efforts to . .
. raise the necessary capital to consummate the sale".  The Court
already approved the sale on March 18.  The Court requires that
the purchase be consummated "promptly", Rapid TV says.

Based in the Washington, DC metropolitan area, WorldSpace, Inc.
(WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-
based radio and data broadcasting services to paying subscribers
in 10 countries throughout Europe, India, the Middle East, and
Africa.  1worldspace(TM) satellites cover two-thirds of the earth
and enable the Company to offer a wide range of services for
enterprises and governments globally, including distance learning,
alert delivery, data delivery, and disaster readiness and response
systems.  1worldspace(TM) is a pioneer of satellite-based digital
radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
official committee of unsecured creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf, represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


XERIUM TECHNOLOGIES: Swings to $7.84MM Net Loss in First Half 2009
------------------------------------------------------------------
Xerium Technologies, Inc., posted a net loss of $7.84 million for
the six months ended June 30, 2009, compared net income of
$9.4 million a year ago.

Xerium booked net income for the second quarter 2009 of
$1.6 million or $0.03 per diluted share, compared to net income
of $14.1 million or $0.31 per diluted share for the second quarter
of 2008.  The decrease is primarily a result of lower sales
volumes in the second quarter of 2009 as compared with the second
quarter of 2008, and the increase in interest expense in the
second quarter of 2009 due to the effect of the mark to market
gains of $13.7 million in the second quarter of 2008 based on the
loss of hedge accounting, partially offset by lower operating
expenses in the second quarter of 2009 as compared with the second
quarter of 2008.

Net sales for the 2009 second quarter were $120.8 million, a
29.1% decrease from net sales for the 2008 second quarter of
$170.4 million.  Excluding currency effects, second quarter 2009
net sales decreased 20.0% from the second quarter of 2008, with a
decline of 16.8% in the clothing segment and a decline of 25.7% in
the roll covers segment.

As of June 30, 2009, the Company had $771.8 million in total
assets; $150.8 million in total current liabilities,
$560.3 million in long-term debt, $13.0 million in deferred and
long-term taxes, $66.3 million in pension and other postretirement
and postemployment obligations, and $4.62 million in other long-
term liabilities, resulting in $26.3 million in stockholders'
deficit.  The Company had $226.7 million in accumulated deficit as
of June 30, 2009.

Cash on hand at June 30, 2009 was $20.4 million, compared to
$34.7 million at December 31, 2008, and $25.4 million at
June 30, 2008.  Total bank debt at June 30, 2009 increased to
$618.7 million from $609.3 million at March 31, 2009 primarily due
to currency effects, partially offset by long-term debt principal
payments of approximately $7.5 million.  The balance at June 30,
2009 includes $28 million borrowed under the Company's line of
credit in the first quarter of 2009.

Capital expenditures during the second quarter of 2009 were
$4.1 million, compared to $8.8 million in capital expenditures in
the second quarter of 2008.  The Company forecasts 2009 capital
expenditures to be roughly $27 million and that capital
expenditure levels in 2010 will be comparable to those for 2009.

On July 8, 2009, the Company announced that it was notified by the
New York Stock Exchange that because its closing price and average
share price for the 30 days ended June 29, 2009 was above $1.00,
the Company is no longer considered to be below the $1.00
continued listing criterion of the NYSE.  However, the Company's
stock price has since varied above and below $1.00 and, should the
Company fall out of compliance again, the Company would have six
months to regain compliance.

"We believe we are approaching the bottom of the market, as our
customers shed inventory in advance of a recovery that we believe
is likely to build momentum by mid-2010," said Stephen R. Light,
President, Chief Executive Officer and Chairman.  "While we look
forward to when the global economy slowly begins to mend, we
remain aggressive in our efforts to reduce costs and advance our
three-step strategy to remake our company into one with less debt,
exciting new products, and a high performing workforce.  Through
breakthrough enhancements such as our SMART Technology(TM), we are
building a stronger and better operating company based on
industry-leading innovations and solid execution.  We are
realistic about the significant challenges we, and our paper
producing customers, face.  But we also continue to believe that
we will exit 2009 stronger than when we entered it, as we work
with our customers to bolster our market leadership position."

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?414c

                     About Xerium Technologies

Xerium Technologies, Inc. (NYSE: XRM) is a manufacturer and
supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers.  The Company, which
operates around the world under a variety of brand names, utilizes
a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 32 manufacturing facilities in 13
countries around the world, Xerium has roughly 3,300 employees.


XERIUM TECHNOLOGIES: Warns of Covenant Breach in Sept. 30 Quarter
-----------------------------------------------------------------
Xerium Technologies, Inc., disclosed that absent a significant
recovery in revenue resulting from an economic revival in the
paper industry, the Company anticipates it will not be in
compliance with certain of its financial covenants for the period
ending September 30, 2009.  Xerium said it intends to seek an
amendment to its senior credit facility agreement with the lenders
prior to the date when an event of default would occur due to the
Company's failure to demonstrate compliance with the financial
covenants for the period ending September 30, 2009.

The Company has begun work toward this amendment, initiating
contact with its lenders, although no assurances can be given that
the Company will successfully obtain the lenders' consent to amend
the credit facility on this timetable or at all, or amend
covenants in a manner sufficient to adequately reduce the risk of
default.  In light of this risk, and as part of its ongoing focus
on enterprise risk management, the Company is continuing to
evaluate market conditions and plan for contingencies, including,
without limitation, exploring strategic initiatives to reduce its
debt, which may include, among other things, an issuance of equity
or other securities to repay a portion of its outstanding debt.
There can be no assurance that the Company will be able to
complete any such strategic initiatives on satisfactory terms, and
any such strategic initiatives involving issuances of equity are
likely to be highly dilutive to its existing stockholders.

Xerium has created a steering committee of the Board of Directors
to lead this activity and has retained AlixPartners LLC as its
financial advisor to assist in this process.

"Our principal liquidity requirements are for debt service,
working capital and capital expenditures.  We plan to use cash
generated by operations as our primary source of liquidity as well
as borrowings, if necessary, under the revolving portion of the
credit facility and the utilization of certain bank overdraft
facilities to meet normal operating requirements for at least the
next twelve months.  We may have difficulty making additional
borrowings under our revolver in light of the anticipated non-
compliance with certain financial covenants in our senior credit
facility for the period ending September 30, 2009.  If expected
revenue and profits are not realized in 2009, we may not be able
to generate enough cash to meet our obligations.  In addition,
should the current conditions in the global paper market continue,
we may not have sufficient cash to fund our operations or meet our
other liquidity requirements," Xerium said in a Form 10-Q filing
with the Securities and Exchange Commission last week.

As of June 30, 2009, the Company was in compliance with all of the
covenants under its senior credit facility.

                     Terms of Credit Facility

Xerium's credit facility provides for a $50 million senior secured
revolving credit facility and for term loans that had a total
principal amount of $650 million as of May 2005.  Because the term
loans include portions denominated in Euros and Canadian dollars,
in addition to a U.S. Dollar denominated portion, the aggregate
outstanding principal on the term loans is affected by the
Company's currency exchange rates as well as principal repayments.
The revolving credit facility matures on November 19, 2011, and
the term loans mature on May 19, 2012.  The credit facility is
secured by substantially all of the Company's assets and the
assets of most of its subsidiaries, subject to legal and tax
considerations and requirements.

The credit facility provides for scheduled quarterly principal
payments of the term loans:

                                         Currency
                           ------------------------------------
                               US$         Euro          C$
                           ----------   ----------   ----------
       2009                 2,458,174    1,392,040      584,489
       2010                 3,318,535    1,879,254      789,059
       2011                 4,055,987    2,296,865      964,406
       2012 (first
         quarter only)      4,916,348    2,784,080    1,168,976

The credit facility requires Xerium to observe and perform
numerous affirmative and negative covenants, including certain
financial covenants.  The financial covenants per the amended
credit facility are:

     (A) Minimum Interest Coverage Ratio -- The ratio of four
         quarter Adjusted EBITDA to interest expense.

         Four Fiscal Quarters Ending                    Ratio
         ---------------------------                    -----
         March 31, 2009 to March 31, 2010             2.00:1.00
         June 30, 2010 to March 31, 2011              2.25:1.00
         June 30, 2011 to December 31, 2011           2.50:1.00
         March 31, 2012                               2.75:1.00

     (B) Minimum Fixed Charge Coverage Ratio -- The ratio of four
         quarter Adjusted EBITDA to fixed charges (interest
         expense, scheduled principal payments, and cash taxes).

         Four Fiscal Quarters Ending                    Ratio
         ---------------------------                    -----
         June 30, 2009 to March 31, 2012              1.20:1.00

     (C) Maximum Leverage Ratio -- The ratio of outstanding debt
         to four quarter Adjusted EBITDA.

         Four Fiscal Quarters Ending                    Ratio
         ---------------------------                    -----
         June 30, 2009 and September 30, 2009         5.25:1.00
         December 31, 2009                            5.00:1.00
         March 31, 2010 and June 30, 2010             4.75:1.00
         September 30, 2010                           4.50:1.00
         December 31, 2010 and March 31, 2011         4.25:1.00
         June 30, 2011 to March 31, 2012              4.00:1.00

For the four fiscal quarters ended June 30, 2009, the Company's
interest coverage ratio was 2.24:1, its fixed charge coverage
ratio was 1.43:1 and its leverage ratio was 4.82:1.

The credit facility defines consolidated capital expenditures for
a particular fiscal year as all expenditures required under GAAP
to be included in "purchase of property and equipment" or similar
items.  The credit facility limits the amount of the Company's
consolidated capital expenditures in any given fiscal year to
an amount not exceeding $50 million for fiscal year 2008 and
$35 million for each of fiscal years 2009, 2010, and 2011,
exclusive of capital expenditures paid with net insurance and
condemnation proceeds; provided that the maximum amount of
consolidated capital expenditures permitted in each fiscal year
will be increased by 50% of the amount below the maximum not spent
in the prior fiscal year (determined without reference to any
carryover amount); and provided, further, that solely for fiscal
year 2008, the maximum amount that may be carried forward to
fiscal year 2009 will equal 100% of the first $10 million of any
permitted consolidated expenditures not expended in fiscal year
2008 plus 50% of any remaining expenditures not expended in fiscal
year 2008.

As of June 30, 2009, there was a $581.4 million balance of term
loans outstanding under the Company's senior credit facility.
During the first half of 2009, the Company made scheduled
principal payments of $9.5 million and mandatory principal
repayment of $18.7 million.  In addition, as of June 30, 2009, it
had an aggregate of $28.0 million outstanding under its current
revolving lines of credit, including the revolving credit facility
under its senior credit facility and lines of credit in various
foreign countries that are used to facilitate local short-term
operating needs and an aggregate of $21.8 million available for
additional borrowings under these revolving lines of credit.

The Company had cash and cash equivalents of $20.4 million at
June 30, 2009, compared to $34.7 million at December 31, 2008.

The Company booked restructuring expenses of $1.0 million during
the second quarter of 2009, consisting almost entirely of
headcount reductions.  The Company reduced its workforce by 79
employees during the second quarter of 2009, having reduced it by
roughly 270 employees in the first quarter of 2009 and nearly 100
employees in the 2008 fiscal year.

The Company expects to incur additional restructuring expenses of
roughly $3 million during 2009, primarily related to a
continuation of streamlining its operating structure.

                     About Xerium Technologies

Xerium Technologies, Inc. (NYSE: XRM) is a manufacturer and
supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers.  The Company, which
operates around the world under a variety of brand names, utilizes
a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 32 manufacturing facilities in 13
countries around the world, Xerium has roughly 3,300 employees.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-     Total
                                      Total   holders   Working
                                     Assets    Equity   Capital
Company              Ticker           ($MM)     ($MM)     ($MM)
-------              ------         ------   -------   -------
ABSOLUTE SOFTWRE      ABT CN            107        (7)       24
ACCO BRANDS CORP      ABD US          1,100      (107)      135
AFC ENTERPRISES       AFCE US           131       (33)        2
AMER AXLE & MFG       AXL US          1,920      (736)   (1,119)
AMR CORP              AMR US         24,138    (3,000)   (3,129)
ARBITRON INC          ARB US            220         0         2
ARRAY BIOPHARMA       ARRY US           108       (54)       31
ARVINMERITOR INC      ARM US          2,627      (846)        3
AUTOZONE INC          AZO US          5,296       (45)     (527)
AVATAR HOLDINGS       AVTR US           585         0      N.A.
BLOUNT INTL           BLT US            474       (36)      151
BOARDWALK REAL E      BEI-U CN        2,318        (5)     N.A.
BOARDWALK REAL E      BOWFF US        2,318        (5)     N.A.
BP PRUD BAY-RTU       BPT US              9         8         0
BURCON NUTRASCIE      BU CN               4         3         2
CABLEVISION SYS       CVC US          9,307    (5,284)     (198)
CARDTRONICS INC       CATM US           468       (10)      (50)
CENTENNIAL COMM       CYCL US         1,455      (948)      180
CENVEO INC            CVO US          1,459      (231)      186
CHENIERE ENERGY       CQP US          1,920      (436)       27
CHOICE HOTELS         CHH US            357      (141)      (22)
CINCINNATI BELL       CBB US          2,029      (638)     (147)
CLOROX CO             CLX US          4,576      (175)     (757)
DEXCOM                DXCM US            65         1        37
DISH NETWORK-A        DISH US         7,063    (1,666)     (422)
DOMINO'S PIZZA        DPZ US            461    (1,372)      113
DUN & BRADSTREET      DNB US          1,623      (719)     (147)
DYAX CORP             DYAX US            68       (37)       32
EASTMAN KODAK         EK US           7,105      (109)    1,100
EINSTEIN NOAH RE      BAGL US           150        (4)      (47)
ENERGY COMPOSITE      ENCC US             0         0         0
ENGLISH LANGUAGE      ELLG US             2         1         1
EPICEPT CORP          EPCT SS            16        (3)        0
EXELIXIS INC          EXEL US           333      (123)       29
EXTENDICARE REAL      EXE-U CN        1,719       (38)      111
FEMALE HEALTH         FHCO US            13         9         8
FIRST IND REALTY      FR US           3,198         0      N.A.
FORD MOTOR CO         F US          204,327    (9,418)   10,625
FORD MOTOR CO         F BB          204,327    (9,418)   10,625
FX ENERGY INC         FXEN US            38         7         7
GENCORP INC           GY US           1,015         1        (8)
GENTEK INC            GETI US           430        (8)      102
GLG PARTNERS INC      GLG US            494      (271)      166
GLG PARTNERS-UTS      GLG/U US          494      (271)      166
GOLD RESOURCE CO      GORO US             9         9         7
HALOZYME THERAPE      HALO US            68         3        52
HEALTHSOUTH CORP      HLS US          1,888      (662)      (77)
HERMAN MILLER         MLHR US           767         8       167
HUMAN GENOME SCI      HGSI US           670       (55)      117
IDENIX PHARM          IDIX US            82        (4)       34
IMAX CORP             IMX CN            270       (18)       55
IMAX CORP             IMAX US           270       (18)       55
IMMUNOMEDICS INC      IMMU US            59         0         7
IMS HEALTH INC        RX US           2,030       (22)      318
INCYTE CORP           INCY US           159      (291)      101
INSULET CORP          PODD US            99        (3)       63
INTERMUNE INC         ITMN US           165       (80)      110
IPCS INC              IPCS US           553       (34)       68
ISTA PHARMACEUTI      ISTA US            82       (17)       31
JAZZ PHARMACEUTI      JAZZ US           179       (38)        3
JUST ENERGY INCO      JE-U CN           457      (652)     (369)
KNOLOGY INC           KNOL US           639       (44)       37
LIN TV CORP-CL A      TVL US            781      (187)       14
LINEAR TECH CORP      LLTC US         1,421      (266)      963
LIONS GATE            LGF US          1,667        (8)     (819)
LOGMEIN INC           LOGM US            47         7         1
MANNKIND CORP         MNKD US           267       (19)        0
MAP PHARMACEUTIC      MAPP US            65         1        24
MAXLIFE FUND COR      MXFD US             0         0         0
MEAD JOHNSON-A        MJN US          1,707      (897)      380
MEDIACOM COMM-A       MCCC US         3,700      (463)     (281)
MEDIDATA SOLUTIO      MDSO US            72       (13)      (17)
MODAVOX INC           MDVX US             5         3        (1)
MOODY'S CORP          MCO US          1,873      (749)     (404)
NATIONAL CINEMED      NCMI US           604      (514)       89
NAVISTAR INTL         NAV US          9,656    (1,447)    1,784
NPS PHARM INC         NPSP US           144      (219)       80
OCH-ZIFF CAPIT-A      OZM US          1,854      (157)     N.A.
ONCOGENEX PHARMA      OGXI US             7         3         4
OSIRIS THERAPEUT      OSIR US           129         2        64
OVERSTOCK.COM         OSTK US           129        (3)       33
PALM INC              PALM US           643      (108)       11
PDL BIOPHARMA IN      PDLI US           217      (306)      140
PENN REIT             PEI US          3,457         0      N.A.
PERMIAN BASIN         PBT US             10         0         9
PETROALGAE INC        PALG US             5       (23)       (7)
POTLATCH CORP         PCH US            916         0      N.A.
QWEST COMMUNICAT      Q US           20,226    (1,051)      260
REGAL ENTERTAI-A      RGC US          2,563      (246)      (78)
RENAISSANCE LEA       RLRN US            58         0        (6)
REVLON INC-A          REV US            797    (1,074)       87
SALLY BEAUTY HOL      SBH US          1,464      (645)      420
SANDRIDGE ENERGY      SD US           2,364       (91)      114
SEMGROUP ENERGY       SGLP US           354      (126)       27
SENIOR HOUSING        SNH US          2,560         0      N.A.
SIGA TECH INC         SIGA US             8       (13)       (4)
SONIC CORP            SONC US           828       (22)       75
STANDARD PARKING      STAN US           230         4       (13)
STEREOTAXIS INC       STXS US            43       (10)       (3)
SUCCESSFACTORS I      SFSF US           165       (10)        1
SUN COMMUNITIES       SUI US          1,197        (5)     N.A.
SYNERGY PHARMACE      SGYP US             0       (68)       (1)
TALBOTS INC           TLB US            999        (1)      (28)
TAUBMAN CENTERS       TCO US          2,858      (184)     N.A.
TENNECO INC           TEN US          2,767      (289)      240
THERAVANCE            THRX US           206      (263)      144
UAL CORP              UAUA US        18,805      (159)   (2,345)
UNITED RENTALS        URI US          3,918    (2,628)      316
US AIRWAYS GROUP      LCC US          7,857       (46)     (548)
VECTOR GROUP LTD      VGR US            683      (336)       44
VENOCO INC            VQ US             725         5        (3)
VERIFONE HOLDING      PAY IT            843      (165)      299
VERIFONE HOLDING      PAY US            843       (14)      299
VERIFONE HOLDING      VF2 GR            843       (14)      299
VIRGIN MOBILE-A       VM US             323      (281)     (141)
WARNER MUSIC GRO      WMG US          3,988      (142)     (680)
WEIGHT WATCHERS       WTW US          1,085      (792)     (309)
WESTERN ALLIANCE      WAL US              5         0      N.A.
WR GRACE & CO         GRA US          3,815      (351)      977
ZYMOGENETICS INC      ZGEN US           271       (14)       85



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **