TCR_Public/090814.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 14, 2009, Vol. 13, No. 224

                            Headlines

1031 TAX GROUP: 2 Ex-Employees Get 100 Years for Role in Fraud
ABITIBIBOWATER INC: Blackstone Engagement Letter Revised
ABITIBIBOWATER INC: Delaware Court Approves Cross-Border Protocol
ABITIBIBOWATER INC: Expedited Contract Rejection Protocol Approved
ABITIBIBOWATER INC: Fee Auditor Appointed in Bankruptcy Case

ABITIBIBOWATER INC: To Lay Off 175 Head Office Personnel
ADVANSTAR COMMUNICATIONS: Moody's Cuts Corporate Rating to 'Caa3'
AJA NEW YORK: Case Summary & 30 Largest Unsecured Creditors
AMERICAN ACHIEVEMENT: Moody's Cuts Default Rating to 'Caa2/LD'
AMERICAN INT'L: New CEO Hiring Raises Conflict for Potential Deals

AMERICAN INT'L: Has Deal to Sell Hong Kong Finance Unit
AMERICAN INT'L: AIGFP Investment Assets Sale Nets $1.9-Bil.
ARCLIN US: U.S. Trustee Appoints 5-Member Creditors Committee
ARENA FOOTBALL: Sent to Chapter 7 Liquidation by Creditors
AVISTA CORP: Moody's Changes Outlook on 'Ba1' Rating to Positive

AVIZA TECHNOLOGY: Has Deal to Sell Assets to Sumitomo
BALLY TOTAL: District Court Junks Carrera, et al., Appeal
BEARINGPOINT INC: Court Approves Sale of European Division
BIOSANTE PHARMA: Posts $4.6MM Net Loss in Quarter Ended June 30
BLACKWATER MIDSTREAM: Posts $1-Mil. Net Loss for Second Quarter

BOSTON GENERATING: Moody's Junks Ratings on 1st Lien From 'B3'
BRANDYWINE REALTY: Fitch Keeps BB+ IDR; Pref Stock 2 Notches Down
BTH LLC: Voluntary Chapter 11 Case Summary
CABLEVISION SYSTEMS: Amends Quarterly Report to Include XBRL Docs
CALPINE CORP: To Repurchase Bank Debt at Discount

CATHOLIC CHURCH: Greens Drop Civil Case vs. Diocese of Fairbanks
CATHOLIC CHURCH: Sinnott Withdraws as Counsel for Oregon Priests
CATHOLIC CHURCH: Status Report on Suit vs. Insurers on Sept. 30
CENA LLC: Case Summary & 20 Largest Unsecured Creditors
CHRYSLER LLC: Old CarCo Schedules $21BB Assets vs. $26.9BB Debts
CHRYSLER LLC: Creditors Committee Launches Bankruptcy Web Site

CHRYSLER LLC: Anchor Wants Case Transferred Back to Ohio Court
CHRYSLER LLC: McKenna Long Advised Canada in Deals With Automakers
CHRYSLER LLC: Mexico Plants to Continue Production of Cruiser
CHRYSLER LLC: Old Carco's Interests in Non-Debtor Entities
CHRYSLER LLC: Warren Workers to Lose Jobs if Tax Appeals Succeed

CIT GROUP: Adopts Plan to Protect Net Operating Losses
COLONIAL BANCGROUP: FDIC Directs CBG Florida REIT Shares Swap
COLONIAL BANCGROUP: DBRS Assigns 'C' Rating to Preferred Stock
COOPER-STANDARD: Canada Unit's CCAA Restructuring Database
COOPER-STANDARD: Intends to Pay $3.5 Mil. in Prepetition Taxes

COOPER-STANDARD: Proposes Kurtzman Carson as Claims Agent
COUNTRY COACH: Recreation Live to Buy 6 Motor Coaches, 50% Stake
COYOTES HOCKEY: Largest Creditor Now Backing Reinsdorf Bid
CRM USA: AM Best Affirms Trust Preferred Securities at 'BB'
CRUCIBLE MATERIALS: Delays Plant Shutdown to Find Buyer

DAE AVIATION: S&P Downgrades Corporate Credit Rating to 'B-'
DELPHI CORP: European Union OKs Plants Purchase by GM
DETROIT PUBLIC SCHOOLS: Manager May Decide on Bankr. This Month
DEX MEDIA WEST: Earns $30.6 Million in Quarter Ended June 30
DIRECTV HOLDINGS: Fitch Upgrades Issuer Default Rating From 'BB'

DOLLAR THRIFTY: Deutsche Bank Amends Loan to Limits L/C Issuance
DONNIE FLYNN KING: Case Summary & 12 Largest Unsecured Creditors
DYNEGY INC: Fitch Downgrades Issuer Default Rating to 'B-'
EUROFRESH INC: May Now Send Plan to Creditors for Voting
FARMERS MUTUAL INSURANCE: AM Best Rates Financial Strength at B-

FINLAY ENTERPRISES: Can Initially Use GE Capital's Cash Collateral
FINLAY ENTERPRISES: Gets Sept. 21 Schedules Filing Extension
FINLAY ENTERPRISES: Selling Orange Facility, Closing 129 Locations
FLEETWOOD ENTERPRISES: Judge OKs Sale of Housing Business to Cavco
FONTAINEBLEAU: Court OKs Genovese as Committee's Co-Counsel

FONTAINEBLEAU: Court OKs Fox Rothschild as Co-Counsel
FONTAINEBLEAU: Engagement of Moelis Approved on Interim Basis
FORD MOTOR: Likely to Close Volvo Sale This Year, Sweden Says
FRONTIER AIRLINES: Republic Beats Southwest in Bankruptcy Auction
FRONTIER AIRLINES: Union Contingencies Sink Southwest Bid

FRONTIER AIRLINES: Court OKs Entry Into ACG Aircraft Lease
FRONTIER AIRLINES: Records 92% Mainline Load Factor for July
FRONTIER AIRLINES: Teamsters to Hold Vote on New Contract Aug. 20
GENERAL GROWTH: Judge Gropper Declines to Drop SPE's Ch. 11 Cases
GENERAL GROWTH: Sues Center Partners, et al., to Halt Urban Action

GENERAL GROWTH: Wants Prepetition Class Suits vs. D&Os Stayed
GENERAL MOTORS: Receives Supporting Documents on Bids for Opel
GENERAL MOTORS: European Union OKs Sale of Delphi Plants
GENERAL MOTORS: Florida Courts Enforce Stay on GM-Related Cases
GENERAL MOTORS: FRG & Brittingham Want Docs. for PI Suit

GENERAL MOTORS: H. Wice's Notice of Appeal Over Wage Claim Lawsuit
GENERAL MOTORS: Holden Unit Gets AU$200 Mil. Credit Aid From EFIC
GENERAL MOTORS: New GM Pulls Out of Mercury Disposal Partnership
GENERAL MOTORS: New GM May Fire More Workers as Few Accept Buyout
GENERAL MOTORS: U.S. Senate Says No to Equity Distribution

GENERAL MOTORS: Sonic Expects $3.3 Million in Dole-Outs
GENERAL MOTORS: Saab May Get Loan Guarantees Exceeding $600 Mil.
GENERAL MOTORS: To Cut Production in Spain if Magna Bid Succeeds
GLOBAL CROSSING: S&P Gives Positive Outlook, Affirms 'B-' Rating
GLOBAL SAFETY: Files Plan; Senior Lenders to Get 100% Equity

GMAC INC: ResCap Posts $841MM Net Loss in Quarter Ended June 30
GREEKTOWN HOLDINGS: June 2009 Revenues Total $28.8MM, MGCB Reports
GREEKTOWN HOLDINGS: To Pay Fines for Political Contributions
HARRIS BLDG I LLC: Case Summary & 6 Largest Unsecured Creditors
HELLER EHRMAN: Former Chairman Denies Insider Payments

HILLMAN GROUP: S&P Raises Corporate Credit Rating to 'B'
HORNBECK OFFSHORE: Moody's Rates New Senior Unsec. Notes to 'Ba3'
HORNBECK OFFSHORE: S&P Assigns 'BB-' Rating on $200 Mil. Notes
HOST HOTELS: Moody's Affirms 'Ba1' Senior Unsecured Debt Rating
ICICI BANK: Moody's Puts Prim-1 Rating to Commercial Paper

IMPEL INC: Files for Chapter 11 Bankruptcy Protection
INSIGNIA SOLUTIONS: Posts $49,642 Net Loss in Qtr. Ended June 30
JEFFREY ABREU PROSPER: Case Summary & 20 Largest Unsec. Creditors
JEH INC: Case Summary & 20 Largest Unsecured Creditors
JOHN DUNCAN CRERAR: Case Summary & 9 Largest Unsecured Creditors

JOSEPH YAKUBIK: Case Summary & 20 Largest Unsecured Creditors
JS KEMPF: Files for Chapter 7 Bankruptcy Protection
KIMAN CHANG: Case Summary & 12 Largest Unsecured Creditors
LEAR CORP: Committee Proposes Lowenstein Sandler as Counsel
LEAR CORP: Committee Proposes Mesirow as Financial Advisors

LEAR CORP: Court Approves Kirkland as Bankruptcy Attorneys
LEAR CORP: Gets Court OK for Winston Strawn as Special Counsel
LEAR CORP: Proposes Miller Buckfire as Investment Banker
LEHMAN BROTHERS: To Lose $500MM if Shinsei Bank Controls Unit
LENNY DYKSTRA: Court to Hear Index's Ch. 7 Conversion Plea Sept. 1

LITTLE TRAVERSE: S&P Downgrades Senior Unsec. Debt Rating to 'CC'
MAGUIRE PROPERTIES: Says No Impairment Charge on Park Place I Deal
MEDIACOM COMMUNICATIONS: Amends Tender Offer for 2011, 2013 Notes
MEDIACOM COMMUNICATIONS: Files Pro Forma Info on Transfer Deal
MEDIACOM COMMUNICATIONS: Posts $34.4 Mil. Net Income for Q2 2009

MEDIACOM LLC: Loan Upsizing Won't Affect S&P's 'BB-' Rating
MERCER INT'L: Zero Turnout Prompts Extension of Exchange Offer
METABASIS THERA: June 30 Balance Sheet Upside-Down by $441,000
METALDYNE CORP: Panel Can Retain Huron Consulting as Fin'l Advisor
NORTEL NETWORKS: Court OKs Network Svcs. Pact With Chrysler

NORTEL NETWORKS: Panel's Akin Gump Bills $960,000 for June Work
NORTEL NETWORKS: To Auction Off Voice Applications Business
NORTHERN NEWS: Case Summary & 8 Largest Unsecured Creditors
OMNOVA SOLUTIONS: Moody's Gives Stable Outlook; Keeps 'B2' Rating
ON ASSIGNMENT: Weak Operations Won't Affect Moody's 'Ba3' Rating

ONE COMMUNICATIONS: Moody's Withdraws B2 Rating on $275 Mil. Notes
ONE COMMUNICATIONS: S&P Puts 'B' Rating on CreditWatch Negative
ORLEANS HOMEBUILDERS: Eyes Amendment to Revolving Credit Facility
ORLEANS HOMEBUILDERS: Inks Employment, Non-Compete Deal with Vesey
ORLEANS HOMEBUILDERS: Wachovia Consents to Exchange Transaction

PEQUOT CAPITAL: SEC May Sue Co. for Insider-Trading
PIONEER 74 LOTS: Voluntary Chapter 11 Case Summary
PHYSICIANS FORMULA: Posts $591,000 Profit But Defaults on Loan
POLYFUEL INC: Fails to Find Buyer, to Cease Operations
QUEST RESOURCE: Restatement Prompts Delay of Q2 2009 Fin'l Report

RALPH MILLER: Voluntary Chapter 11 Case Summary
REALOGY CORP: Has $27M Q2 Loss, Needs Lower Leverage Ratio in Q3
REGAL ENTERTAINMENT: Files Second Quarter Report on Form 10-Q
RESIDENTIAL CAPITAL: Posts $841MM Net Loss in Qrtr. Ended June 30
REVLON INC: Offers to Swap New Preferreds for Class A Shares

SAINT VINCENT: Chapter 11 Case Reassigned to Judge C. Morris
SAINT VINCENT: Frances Alvarez Allowed to File Claim
SEMGROUP LP: Court OKs $65.35MM Sale of SemFuel Assets to Noble
SEMGROUP LP: Names New President of SemStream
SONIC AUTOMOTIVE: Delays Effective Date of 6% Notes Registration

SONIC AUTOMOTIVE: Expects $3.3 Million in Dole-Out from GM
SONIC AUTOMOTIVE: Posts $26,000 Net Income for 2nd Quarter 2009
SPANSION INC: Court Approves Warren H. Smith as Fee Auditor
SPANSION INC: Gets Court OK to Hire K&L for ITC Action
SPANSION INC: Has Court Nod for Morrison as Litigation Attorneys

SPRINT NEXTEL: To Raise $500 Million by Issuing Notes Due 2017
SPRINT NEXTEL: To Raise $1.3 Billion by Issuing 8.375% Notes
STANT PARENT: Seeks to Sell All Assets to Vapor Acquisition
TABERNA PREFERRED III: Fitch Cuts Ratings on 2 Classes of Notes
TABERNA PREFERRED IV: Fitch Downgrades Ratings on 2 Notes to 'D'

TABERNA PREFERRED VI: Interest Nonpayment Cues Fitch's Rating Cut
TAYLOR BEAN: Moody's Takes Rating Actions on Ocala Funding Notes
TBS INTERNATIONAL: Posts $16MM Net Loss in Quarter Ended June 30
TOM NEBEL: Chapter 7 Trustee Not Bound by State Court Fee Award
TONY BLAKES: Case Summary & 20 Largest Unsecured Creditors

TOUSA INC: Gets Nod to Reject 75 Deals With Subcontractors
TOUSA INC: Wachovia Gets Court Nod for Foreclosure Proceeding
TOUSA INC: Wins Nod to Sell JV Membership Interests to Centex
TRANSMERIDIAN EXPLORATION: Court Confirms Amended Chapter 11 Plan
TRIBUNE CO: Court OKs Deloitte & Touche as Financial Advisor

TRIBUNE CO: Lazard Freres Charges $200,000 for May Work
TRUMP ENTERTAINMENT: Noteholders Offer Coastal-Backed Plan
TRUMP ENTERTAINMENT: Examiner for Aborted Sale, Trump Deal Pushed
TUCKAHOE CREDIT: S&P Gives Negative Outlook; Affirms 'BB' Rating
UAL CORP: Files Second Quarter Report on Form 10-Q

UAL CORP: Parties Oppose Cases Closing, Cite Unresolved Issues
UAL CORP: Regen Appeals Disallowance of $4.89 Mil. Cure Claim
UAL CORP: To Reduce Flight Attendant Count by 2,100 by August 31
UNITED COMMERCIAL: Moody's Junks Deposit, Long-Term Issuer Ratings
USA INC: S&P Raises Corporate Credit Rating to 'B-' From 'CCC'

VIKING SYSTEMS: Posts $386,533 Net Loss in Quarter Ended June 30
VMV LLC: Case Summary & 4 Largest Unsecured Creditors
WESTMORELAND COAL: Posts $10.5 Million Net Loss for Q2 2009
XERIUM TECHNOLOGIES: Files Transcript of Aug. 5 Conference Call
YRC WORLDWIDE: Bankruptcy Increasingly Likely, Analyst Says

* Business Filings in Second Quarter Up 11.8%
* CFTC Proposes New Rules for Bankrupt Commodity-Broker Assets
* Florence Lentini Joins E&Y's Transaction Advisory Services

* BOOK REVIEW: Bankruptcy in United States History

                            *********

1031 TAX GROUP: 2 Ex-Employees Get 100 Years for Role in Fraud
--------------------------------------------------------------
Two former employees of Edward H. Okun, who was sentenced to 100
years in prison on Aug. 4, 2009, after a three-week jury trial,
were sentenced August 13 before U.S. District Judge Robert E.
Payne for their roles in a scheme to defraud and obtain
approximately $126 million in client funds held by The 1031 Tax
Group LLP.

Lara Coleman, the former chief operating officer of Investment
Properties of America, was sentenced to 10 years in prison and
ordered to pay full restitution.  MS. Coleman pleaded guilty on
Jan. 6, 2009, to conspiring to commit mail and wire fraud and to
making a material false statement to federal investigators.

According to the plea agreement and statement of facts, Ms.
Coleman and others used 1031TG and its subsidiaries in a scheme to
obtain millions of dollars of client funds by false pretenses.
Section 1031 of the Internal Revenue Code allows investment
property owners to defer the capital gains tax that would
otherwise be due on properties sold, if the proceeds are used to
purchase new property in a specified time frame.  To facilitate
such exchanges, investment property owners deposit the proceeds
from the sale of their property with qualified intermediaries and
sign exchange agreements, which include various promises by the
qualified intermediaries to clients regarding the safekeeping of
exchange funds in trust.

In the plea agreement and statement of facts, Ms. Coleman admitted
that 1031TG falsely represented that it would hold client funds
solely to complete the clients' 1031 exchanges.  Ms. Coleman
admitted that after obtaining clients' exchange proceeds with that
false promise, she and others misappropriated roughly $132 million
in client funds to support the lavish lifestyle of the owner of
1031TG, pay operating expenses for the owner's various companies,
invest in commercial real estate and purchase additional qualified
intermediary companies to obtain access to additional client
funds.  In addition, Ms. Coleman admitted that she lied to federal
investigators about statements she made in 2006 to internal
attorneys for Investment Properties of America about the amount of
money she and others had misappropriated.

Robert D. Field II was sentenced August 13 to five years in prison
and was ordered to pay full restitution for his participation in
the conspiracy to defraud 1031TG customers.  Mr. Field was the
chief financial officer of a holding company that was set up, in
part, to oversee both IPofA and 1031TG, although neither company
was ever officially made a subsidiary of the holding company. The
sentencing of Richard Simring, the chief legal officer, has been
continued.  Mr. Field pleaded guilty on July 3, 2008, and Simring
pleaded guilty on July 24, 2008.

The case is being prosecuted by Assistant U.S. Attorneys Michael
S. Dry and Jessica A. Brumberg for the Eastern District of
Virginia and Trial Attorney Brigham Q. Cannon of the Criminal
Division's Fraud Section. This continuing investigation is being
conducted by the U.S. Postal Inspection Service, the Internal
Revenue Service and the FBI.

                     About The 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447
through 07-11462).  Gerard A. McHale, Jr., was appointed Chapter
11 trustee.  Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Thomas J. Weber, Esq., Melanie L. Cyganowski,
Esq., and Allen G. Kadish, Esq., at Greenberg Traurig, LLP,
represent the Official Committee of Unsecured Creditors.  The
Debtors' operating report for the month ended Sept. 30, 2007,
showed net loss of $67,903 on $0 revenues.  As of Sept. 30, 2007,
the Debtors had total assets of $164,231,012 and total liabilities
of $168,126,294, resulting in a total stockholders' deficit of
$3,895,282.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud, among other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


ABITIBIBOWATER INC: Blackstone Engagement Letter Revised
--------------------------------------------------------
AbitibiBowater Inc. and its affiliates previously said they intend
to pay Blackstone Advisory Services L.P., as their financial
advisors, a $375,000 monthly fee and an $11,000,000 restructuring
fee, among other.  Wachovia Bank National Association and the Bank
of Nova Scotia argued that the Debtors' proposed compensation for
Blackstone "is excessive."

Following significant discussions, the Debtors, the Objectors and
Blackstone reached a consensual resolution to Blackstone's fees,
pursuant to a Revised Engagement Letter, which essentially
provides that:

  * No funds to satisfy the fees and expense of Blackstone will
    be allocated to, or paid by, the CCAA Applicants, whether
    directly or indirectly, including through an intercompany
    transfer from any CCAA Applicant to another entity for the
    purpose of making the payment;

  * No funds to satisfy the fees and expenses of BMO Nesbitt
    Burns, Inc., as financial advisor to the CCAA Applicants,
    will be allocated to, or paid by, the Debtors; and

  * Blackstone's and BMO's fees will not be considered a shared
    expense of the Debtors and the CCAA Applicants.

The U.S. Debtors and the CCAA Applicants, however, will be
permitted to continue ordinary course transactions between and
among them consistent with past practices and in accordance with
their cash management system approved by the Bankruptcy Court.

                   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: Delaware Court Approves Cross-Border Protocol
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved in
all respects AbibitiBowater Inc. and its affiliates' request for
the establishment of administrative and procedural guidelines to
manage their insolvency proceedings under the Chapter 11 cases in
the U.S. Bankruptcy Court for the District of Delaware and the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended, in the Superior Court, Commercial Division, for the
Judicial District of Montreal, Canada.

The Protocol has been established to harmonize and coordinate
activities for the orderly and efficient administration of the
restructuring proceedings of the Debtors in the Bankruptcy and
Canadian Courts, so as to maximize the value of each of their
estates.

The Motion is also subject to approval by the Canadian Court, as
it may be amended or supplemented.

No funds to satisfy the fees or expense of Blackstone L.P. will
be allocated to, or paid by, the CCAA Applicants, whether
directly or indirectly, including through an intercompany
transfer from any CCAA Debtor to another entity.

The CCAA Applicants and the Chapter 11 Debtors are permitted to
continue ordinary course transactions between and among them,
consistent with past practices and in accordance with any orders
approved by the Canadian Court.

Blackstone's fees, however, will not be considered a shared
expense of the CCAA Debtors.

The operations of the U.S. Debtors and the CCAA Debtors are
interconnected in that many of their issuances are guaranteed by
one or more cross-border entities, according to Pauline K. Morgan,
Esq., Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware.  The U.S. Debtors and the CCAA Debtors also rely on each
other in the ordinary course of their operations, including in
areas of the use of group insurance and a shared sales force.
These arrangements provide substantial benefits to both the U.S.
Debtors and the CCAA Debtors and thus, they desire to manage their
Insolvency Proceedings in a coordinated fashion so as to maximize
the value of each of their estates.

Thus, in light of their Chapter 11 cases in the U.S. Bankruptcy
Court for District of Delaware and the insolvency proceeding
under the Companies' Creditors Arrangement Act, R.S.C. 1985, c.
C-36, as amended, in the Superior Court, Commercial Division, for
the Judicial District of Montreal, Canada, the Debtors believe
that it is necessary to establish a set of administrative and
procedural guidelines.  Accordingly, they seek approval of a
proposed Cross-Border Protocol.

Through the implementation of the Protocol, the Bankruptcy Court,
the Canadian Court, the Debtors, creditors and interested parties
will not be deemed to have approved or engaged in any
infringement on the sovereignty of the United States or Canada.

The Bankruptcy Court and the Canadian Court each may coordinate
activities as may be deemed appropriate to harmonize and
coordinate the administration of the Debtors' proceedings,
specifically:

  -- The Bankruptcy Court and the Canadian Court may communicate
     with one another, with or without counsel present, with
     respect to any procedural matter relating to the Debtors'
     Proceedings.

  -- If the issue of the proper jurisdiction of either Court to
     determine an issue is raised by any interested party in
     either of the Debtors' Proceedings with respect to any
     relief sought in either Court, either Court may consult
     with the other Court to determine an appropriate process by
     which the issue of jurisdiction will be determined.

  -- The Courts may, but are not obligated to, coordinate
     activities in the Debtors' Proceedings so that a subject
     matter may be determined in a single Court.

  -- The Courts may conduct joint hearings with respect to any
     matter in which both Courts consider that joint hearing to
     be necessary or advisable.

The Cross-Border Protocol also contains other provisions that,
among other things, concern (i) retention and compensation of
estate representatives and professionals, (ii) procedures for
resolving disputes, and (iii) the preservation of certain rights.

A full-text copy of the Cross-Border Court-to-court Protocol is
available for free at:

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

                   About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: Expedited Contract Rejection Protocol Approved
------------------------------------------------------------------
At AbitibiBowater Inc.'s behest, Judge Kevin Carey authorizes, but
does not require, the Debtors to implement uniform expedited
procedures for the rejection of contracts that contain unfavorable
terms, provide services the Debtors no longer need, and are
burdensome to the estates, pursuant to Section 365 of the
Bankruptcy Code.

Essentially, the Expedited Contract Rejection Procedures provide
that:

  (1) The Debtors will notify the Court regarding the contracts
      they intend to reject, and will provide the Notice of
      Rejection to the counterparties of the Contract, the U.S.
      Trustee, the Official Committee of Unsecured Creditors,
      the monitor appointed in the Debtors' proceedings under
      Canada's Companies' Creditors' Arrangement Act, and other
      parties entitled to receive the Notice under Rule 2002 of
      the Federal Rules of Bankruptcy Procedure.

  (2) The Notice of Rejection will contain information relating
      to, among other things, the subject of the rejection and
      its terms, as well as the counterparties to the Contract.

  (3) Objections to a proposed Rejection must be filed with the
      Court, and served on the Debtors and the Notice Parties
      within 10 days from the time that the Notice is filed.
      Unresolved Objections will be heard before the Court.
      Absent any Objection, or in the event that the Rejection
      is withdrawn or overruled, the Rejection will be deemed
      effective.

  (4) Counterparties to a Rejected Contract may set off or use a
      security deposit without obtaining approval from the
      Court.

  (5) The Debtors will remove personal property in any non-
      residential property lease, which is the subject of a
      Rejected Contract.

  (6) As of the Rejection Date, the Debtors will turn over to
      the lessor the control of any equipment that is the
      subject of a Rejected Contract.  The lessor is granted
      relief from the automatic stay under Section 362 of the
      Bankruptcy Code to allow it to repossess the Equipment.

  (7) Proofs of claim relating to the Contract Rejections must
      be filed by the counterparties on or before the Claims Bar
      Date, or 30 days after the Rejection Date.

In the event the Debtors seek to reject contracts under the CCAA,
they intend to comply with the requirements for rejection or
repudiation of the contracts in the U.S. and Canada.

The Debtors maintain that absent the Expedited Procedures for
managing the Contract Rejection process, they will likely incur
significant amount of administrative costs in connection with
filings separate request for the rejection of each Contract.

The Expedited Procedures will not prevent the Debtors from
seeking further remedy in relation to the Contracts that they
intend to reject, Judge Carey rules.

The Debtors confirmed that they received no objections to their
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: Fee Auditor Appointed in Bankruptcy Case
------------------------------------------------------------
To supervise the compensation and reimbursement process of
bankruptcy professionals, the Bankruptcy Court approved the
employment of Direct Fee Review LLC as fee auditor in the
Chapter 11 cases of AbitibiBowater Inc. and its affiliates.

The selection of Direct Fee as fee auditor is pursuant to
agreements reached among the Debtors, the Official Committee of
Unsecured Creditors and the Office of the United States Trustee
for the District of Delaware.

Specifically, the Fee Auditor will:

  (a) review all fee applications filed by estate professionals
      in the Debtors' cases;

  (b) during the course of its review of fee applications,
      consult, as it deems appropriate, with each professional
      concerning the fee application;

  (c) during the course of its examination of the fee
      applications, review any document filed in the Chapter 11
      cases;

  (d) within 20 days after a professional files a quarterly
      interim fee application, serve an initial report on that
      professional to quantify and present factual data relevant
      to whether the requested fees, disbursements and expenses
      meet the standards of Section 330 of the Bankruptcy Code;

  (e) within 15 days after the service of the Initial Report,
      engage in informal communication with each professional,
      the purpose of which is to resolve matters raised in the
      Initial Report;

  (f) following communications with the professional and its
      review of any supplemental information in response to the
      Initial Report, conclude the informal response period by
      filing with the Court a report with respect to each fee
      application 15 days after the service of the Initial
      Report; and

  (g) serve each Final Report on the U.S. Trustee, counsel for
      the Creditors' Committee, counsel for the Debtors and each
      professional whose fees and expenses are addressed in the
      Final Report, which will be in a format designed to
      quantify and present factual data relevant to whether the
      requested fees and expenses of each professional meet the
      applicable standards of Section 330.

The Final Report will also inform the Court of all proposed
consensual resolutions of the fee and expense reimbursement
request for each professional and the basis for the proposed
consensual resolution.

The Fee Auditor will endeavor to reach consensual resolution
with each professional with respect to that professional's
requested fees and expenses.  The Fee Auditor may also use the
informal response process to revise findings contained in the
Initial Report.  Furthermore, each professional may provide the
Fee Auditor with verbal or written supplemental information which
the professional believes is relevant to the Initial Report.

Direct Fee will be paid in accordance with its customary rates,
which include $175 per hour for the "declarant," and $175 per
hour for Don F. Oliver.  The firm will also be reimbursed fro
necessary out-of-pocket expenses.

W. Joseph Dryer, a member of Direct Fee, ascertained that his
firm does not hold or represent any interest adverse to the
Debtors.

                   About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: To Lay Off 175 Head Office Personnel
--------------------------------------------------------
In an effort to further reduce overhead costs, AbitibiBowater is
trimming down its head office staff by 25%, which essentially
would translate terminating 175 employees of the about 700 people
working in head office functions in Montreal and in the U.S., The
Canadian Press reports.

The soon-to-be terminated workers are expected to be identified
come September 1, 2009, the news source relates.

The Canadian Press notes that CEO Dave Peterson related in a
message to employees that other cost-cutting measures will be
taken in the coming months, including:

  -- the suspension of the 2009 incentive compensation programs,
     including special equity awards;

  -- a reduction of warehousing and inventory levels;

  -- limitations of in-house contractors;

  -- the suspension of many association memberships;

  -- the reduction of business travel expenses; and

  -- the review of corporate lease arrangements.

"The implementation of these measures is critical in order for
the company to ultimately emerge -- as rapidly as possible --
from creditor protection filings a stronger, more sustainable
organization," Mr. Paterson was quoted by the Canadian Press as
saying.

                   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).


ADVANSTAR COMMUNICATIONS: Moody's Cuts Corporate Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded Advanstar Communications,
Inc.'s Corporate Family and Probability of Default ratings each to
Caa3 from Caa1 prompted by Moody's concern that continuing weak
market conditions will result in liquidity pressure, significantly
increase the risk of default, and reduce the recovery prospects in
a downside scenario.

Details of the rating action are:

Ratings downgraded:

Advanstar Communications, Inc

* Corporate Family Rating -- to Caa3 from Caa1

* Probability of default rating - to Caa3 from Caa1

* Senior secured first lien term loan due 2014 -- to Caa1, LGD2,
  25% from B2, LGD2, 26%

* Senior secured second lien term loan due 2014 -- to Ca, LGD5,
  73% from Caa2, LGD5, 74%

The rating outlook remains negative.

Moody's does not rate $98 million of senior unsecured notes issued
by intermediate holding company, Advanstar, Inc., or $25 million
of redeemable notes issued by holding company -VSS- AHC Holdings
LLC.

The downgrade of the CFR to Caa3 largely reflects a material
decline in Advanstar's recent operating performance (Q109 sales
were down close to 30% largely as a result of protracted
recessionary conditions) and Moody's concern that declining sales
could result in a substantial depletion of the company's liquid
resources over the near term, absent additional equity
contributions.  In addition, the downgrade of the CFR indicates
Moody's expectation that declining EBITDA combined with debt
accretion will cause leverage to continue to rise.  The ratings
reflect Moody's view that decreased investor appetite for the B-2-
B sector has reduced the value of Advanstar's business
substantially below the company's current debt level, presenting
weak recovery prospects to debtholders in a default scenario.

Since the retirement of its revolver in September 2008, Advanstar
is no longer subject to any financial ratio maintenance tests
under its senior secured credit facilities; accordingly the
company faces no prospects of a covenant default under its senior
secured loan agreement.  Nonetheless, the Caa3 PDR indicates
Moody's view that further depletion of the company's cash
resources will increase the likelihood of default over the near-
to-intermediate term, even assuming that the company utilizes cash
of approximately $10 million currently held by its parent (VSS-AHC
Holdings) which is available for the company's future capital
needs.

The negative rating outlook underscores Moody's concern that
Advanstar will continue to suffer from recessionary pressure as
its customers continue to cut-back on their travel budgets, trade
show attendance and spending on exhibit space, particularly in the
retail, healthcare and powersports segments.  In addition, the
negative outlook expresses Moody's view that both magazine
advertising and trade show spending will face increasing secular
pressure in the face of electronic substitution, the latter
providing relatively low barriers to entry for emerging
competitors.

The last rating action occurred on January 14, 2009, when Moody's
downgraded Advanstar's CFR to Caa1.

Advanstar'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 financial and
operating 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 Advanstar's core industry and Advanstar's ratings
are believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Woodland Hills, California, Advanstar
Communications is a leading provider of integrated marketing
solutions for the fashion and licensing, power sports and
automotive and life sciences segments.


AJA NEW YORK: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AJA New York Restaurant Holdings, LLC
           dba Burger King
        217-04 Northern Blvd., Suite 19
        Bayside, NY 11361

Bankruptcy Case No.: 09-46885

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
AJA 417-425 Fulton Street, LLC                     09-46886
AJA 510 Fulton Street, LLC                         09-46887
AJA Cropsey Avenue, LLC                            09-46888
AJA Cross Bay Boulevard, LLC                       09-46889
AJA Foster Avenue, LLC                             09-46890
AJA Ft. Hamilton Parkway, LLC                      09-46892
AJA Knapp Street, LLC                              09-46894
AJA Linden Avenue, LLC                             09-46896
AJA Utica Avenue, LLC                              09-46898

Chapter 11 Petition Date: August 12, 2009

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

Judge: Dennis E. Milton

Debtor's Counsel: Beth Ann Bivona, Esq.
                  Damon Morey LLP
                  The Avant Building
                  200 Delaware Avenue, Suite 1200
                  Buffalo, NY 14202
                  Tel: (716) 858-3849
                  Fax: (716) 856-5510
                  Email: bbivona@damonmorey.com

                  Williams F. Savino, Esq.
                  Damon Morey LLP
                  The Avant Building
                  200 Delaware Avenue, Suite 1200
                  Buffalo, NY 14202
                  Tel: (716) 858-3790
                  Fax: (716) 856-5510
                  Email: wsavino@damonmorey.com

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

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

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

            http://bankrupt.com/misc/nyeb09-46885.pdf

The petition was signed by Christina M. Dunbar, chief financial
officer and treasurer of the Company.


AMERICAN ACHIEVEMENT: Moody's Cuts Default Rating to 'Caa2/LD'
--------------------------------------------------------------
Moody's Investors Service lowered American Achievement Group
Holding Corp.'s probability of default rating to Caa2/LD and its
Senior PIK Note rating to Ca following the company's cash tender
offer for approximately $65 million of notes for an aggregate
purchase price of approximately $23 million.  The probability of
default rating was lowered to Caa2/LD to reflect that, in Moody's
view, this transaction constituted a distressed exchange, which is
an event of default under Moody's definition of default.  In
approximately 3 days, Moody's expects the remaining portion of the
Senior PIK notes to be rated Caa3 per the LGD framework and the LD
(limited default) will be removed from the PDR.

Moody's affirmed AAC's Caa1 corporate family given the still high
leverage and Moody's ongoing view that the potential for debt
impairment remains.  Moreover, despite lower leverage, interest
coverage is still weak.  Moody's affirmed the AAC Group Holdings
senior discount notes at Caa2 (LGD-3, 51%) affirmed American
Achievement Corporation's senior subordinated notes at B2 (LGD-2,
19%) and senior secured bank debt at B1 (LGD-1, 2%, adjusted),
based on changes to the capital structure following the distressed
exchange and per the Loss Given Default methodology.  The rating
outlook is stable.

These ratings were lowered:

American Achievement Group Holding Corp.

* Probability-of-default rating to Caa2/LD from Caa2

* $45 million (approximate value) Senior PIK notes due 2012 to Ca
  from Caa3

These ratings were affirmed:

AAC Group Holding Corp.

* $132 million (current value) Senior discount notes due 2012 Caa2
  (LGD-3, 51%)

American Achievement Holding Corp.

* Corporate Family Rating Caa1

American Achievement Corporation

* $150 million senior subordinated notes due 2012 to B2 (LGD-2,
  19%)

American Achievement Corporation

* $25 million senior secured revolving credit facility due 2010 to
  B1 (LGD-1, 2%)

* $47 million senior secured term loan due 2011 to B1 (LGD-1, 2%)

The rating outlook is stable.

AAC's Caa1 corporate family rating reflects the company's still
high leverage, weak coverage of total interest expense (including
non-cash holding company interest expense), small scale, narrow
product focus on yearbooks and class rings, and some regional
concentration in the Southern U.S.  Moreover, the current economic
environment constrains the company's already limited growth
prospects.  In Moody's view there is an ongoing potential for
future distressed exchange as evidenced by the amendment to the
credit agreement permitting distributions to the company's holding
companies for interest expense and debt repayment.  With the
current transaction, pro-forma debt-to-EBITDA is between 7 and 7.5
times.

Notwithstanding these risks, the rating is supported by AAC's
substantial market shares in each of its niche product segments,
its high customer retention rates, good operating margins, and its
highly efficient manufacturing footprint.  The rating is further
supported by AAC's large network of exclusive independent sales
representatives and its ability to meet the high requirements of
its customers under narrow production and delivery timeframes that
serves as a competitive advantage.  Moody's also note operational
improvements following some plant rationalization and capital
investment in new presses.

Moody's last rating action was on June 3, 2009, when Moody's
upgraded AAC's corporate family to Caa1 from Caa2, probability of
default rating to Caa2 from Caa3 and changed the rating outlook to
stable.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments -- yearbooks, class rings, and graduation
products.  Revenues for the last 12 months ended May 30, 2009,
were $294 million.


AMERICAN INT'L: New CEO Hiring Raises Conflict for Potential Deals
------------------------------------------------------------------
Leslie Scism and Joann S. Lublin at The Wall Street Journal report
that American International Group Inc.'s appointment of Robert
Benmosche as CEO has raised a conflict-of-interest issue for at
least one potential deal for the sale of its assets.

According to The Journal, Mr. Benmosche is a former chairperson
and CEO of MetLife Inc., which is in talks with AIG about a
possible deal for all or part of the Company's foreign life-
insurance units.  Mr. Benmosche holds 500,000 MetLife shares and
about two million MetLife stock options, many of which currently
are worthless, the report states, citing a person familiar with
the matter.

The Journal relates that an AIG spokesperson said that the
Company's board was aware of certain conflicts of interest going
into the hiring of Mr. Benmosche regarding his holdings in other
companies and would "adopt appropriate procedures to address any
potential conflicts as necessary."

Citing people familiar with the matter, The Journal states that
Mr. Benmosche, under an arrangement AIG directors and
Mr. Benmosche worked out about the potential conflict of interest,
would recuse himself from talks involving any potential MetLife
purchase of AIG assets.  The sources said that "an arm of the
board would take that on," possibly through the creation of a
special transaction committee, The Journal relates.

MetLife regulatory filings say that Mr. Benmosche is in line to
get a $98,000-a-month pension from MetLife starting January 2010,
for 20 years.

                      About American Int'l

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

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

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

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

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

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

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


AMERICAN INT'L: Has Deal to Sell Hong Kong Finance Unit
-------------------------------------------------------
American International Group Inc. has entered into an agreement to
sell 100 percent of its shares of AIG Finance (Hong Kong) Limited
to China Construction Bank Asia for $70 million in cash, subject
to typical closing adjustments, plus the repayment of intra-group
indebtedness and deposits of approximately US$557 million.

The transaction is subject to the satisfaction of certain
conditions, including approvals by appropriate regulatory
authorities.

AIG Finance is a leading issuer of credit cards in Hong Kong,
operating as a restricted license bank that offers a variety of
financial products and services.  As of June 30, 2009, AIG Finance
had more than 500,000 customers, total net loan receivables of
HK$4.8 billion and a retail deposits balance of HK$1 billion.

Deutsche Bank acted as financial advisor to AIG on this
transaction.

                      About American Int'l

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

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

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

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

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

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

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


AMERICAN INT'L: AIGFP Investment Assets Sale Nets $1.9-Bil.
-----------------------------------------------------------
AIG Financial Products Corp. has completed the sale of its energy
and infrastructure investment assets, realizing aggregate net
proceeds in excess of $1.9 billion.

Gerry Pasciucco, AIGFP Chief Operating Officer said, "The
completion of the sales effort for this portfolio is a significant
milestone in the ongoing process of winding down AIGFP's business.
The aggregate net proceeds realized for AIG represent very strong
execution in challenging market conditions."

This disposition effort, which began during the fall of 2008,
concluded with AIGFP's sale of its lease equity interest in the
Bruce Mansfield power generation plant operated by FirstEnergy
Corp.  The Mansfield sale follows recent closings of three other
sales: a tax equity interest in the Stanton wind farm in west
Texas and two lease equity interests in portfolios of rail cars
operated by BNSF Railway Company.

AIGFP has previously announced certain other asset sales from the
portfolio, including its interest in Tenaska Marketing Ventures,
its interest in two volumetric production payment transactions and
its stake in three operating Spanish solar photovoltaic power
plants.

"These recent asset sales provide a positive conclusion to a very
successful disposition program for AIGFP's energy and
infrastructure portfolio," Mr. Pasciucco said.

                      About American Int'l

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

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

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

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

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

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

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


ARCLIN US: U.S. Trustee Appoints 5-Member Creditors Committee
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee, Region 3, has formed
a 5-member committee of unsecured creditors in Arclin US Holdings
Inc.'s bankruptcy cases.  The members of the official creditors'
committee are:

    1. Quality Carriers, Inc.
       Attn: Lorrel Margelowsky
       4041 Park Oaks Blvd. Suite 200
       Tampa, FL 33610
       Phone: 813-569-7374
       Fax: 813-569-1574

    2. Georgia Gulf Chemicals & Vinyls, LLC
       Attn: Bradley Reynolds
       115 Perimeter Center Place
       Atlanta, GA 30346
       Phone: 770-395-4521
       Fax: 770-395-4514

    3. Univar USA Inc.
       Attn: John Canini
       PO Box 34325
       Seattle, WA 98124
       Phone: 425-889-3617
       Fax: 425-889-3671

    4. Kapstone Charleston Kraft LLC
       Attn: Timothy Davisson
       1101 Skokie Blvd., Suite 300,
       Northbrook, IL 60062
       Phone: 847-239-8817
       Fax: 847-919-6851

    5. INEOS Phenol
       Attn: Ronald D. Coyle
       7770 Rangeline Road
       Theodore, AL 36582
       Phone: 251-443-3070
       Fax: 251-443-3072

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                     About Arclin US Holdings

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

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

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


ARENA FOOTBALL: Sent to Chapter 7 Liquidation by Creditors
----------------------------------------------------------
According to a report by Chicago Tribune, Arena Football League
LLC was sent to Chapter 7 liquidation on August 7 by creditors
owed a total of $300,000.

The involuntary petition was signed by Gridiron Enterprises Inc.,
Johnson & Bell Ltd., and Sheraton New Orleans Hotel.  Gridiron is
the largest of the three creditors, with $272,000 owed to it,
Chicago Tribune said.  Attorney Richard Lauter of Freeborn &
Peters LLP in Chicago is representing the petitioners.

The case is In re Arena Football League LLC, 09-29024, U.S.
Bankruptcy Court, Northern District of Illinois (Chicago).

As reported by the TCR on July 22, 2009, AFL has cancelled the
2009 season and is considering filing for bankruptcy protection.
AFL, which has $14 million in debt, would need $10 million to
$12 million in new capital for it to return in 2010, Sports
Business Journal said.

The Arena Football League was founded in 1987 as an American
football indoor league by Jim Foster.  It is played indoors on a
smaller field than American football, resulting in a faster and
higher-scoring game.  The sport was invented in 1986, and
patented, in 1990 by Mr. Foster, a former executive of the United
States Football League and the National Football League.  Almost
two months after the New Orleans Voodoo folded on the league's
owners chose to cancel the 2009 season to work on developing a
long-term plan to improve its economic model.


AVISTA CORP: Moody's Changes Outlook on 'Ba1' Rating to Positive
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Avista
Corp. and its affiliate Avista Corp. Capital Trust II to positive
from stable.  In addition, Moody's affirmed all ratings of Avista
Corp. (Baa1 senior secured, Baa3 senior unsecured, Baa3 Issuer
Rating) and Avista Corp. Capital Trust II (Ba1 Trust Preferred
Securities).

The change in rating outlook primarily reflects improving
financial performance following recent rate increases in the
company's service territory.  Reasonably supportive outcomes in
Avista's more frequent rate filings, of late, have given rise to
better cost recovery resulting in improved cash flow and key
credit metrics which compare favorably to Avista's current ratings
and business risk profile.

For both the year ended 2008 and LTM 2Q09, Avista has been able to
demonstrate CFO pre w/c to total adjusted debt percentages in the
high teens and CFO pre w/c to total adjusted interest coverage
close to 4.0x.  If Avista continues to receive supportive
regulatory treatment in future rate proceedings and demonstrates
an ability to sustain improvements in key metrics, even in the
midst of a large capital program and a strategy to increase its
dividend payout to approximate the industry average of 60-70%,
then its prospects for achieving a higher rating would improve.

Moody's last rating action on Avista occurred on August 3, 2009,
when its senior secured rating was upgraded to Baa1 from Baa2 in
coordination with Moodys' action to upgrade most senior secured
ratings of investment-grade regulated utiliites.  The last
fundamental ratings action on the company occurred on December 20,
2007, when Avista's ratings were upgraded by one notch and a
stable rating outlook was assigned, following the June 2007
divestiture of its trading and marketing operations through the
sale of its Avista Energy subsidiary.

Avista Corp. is an energy company, primarily involved in the
production, transmission and distribution of energy through its
Avista Utilities division, as well as other modest-sized energy-
related businesses.  Avista's headquarters are in Spokane,
Washington.


AVIZA TECHNOLOGY: Has Deal to Sell Assets to Sumitomo
-----------------------------------------------------
Aviza Technology, Inc., and certain of its subsidiaries have
entered into a definitive agreement to sell certain assets to
Sumitomo Precision Products Co., Ltd.

Pursuant to the terms of the agreement, Aviza has agreed to sell
to SPP substantially all of Aviza's assets related to its system,
service, parts, spares and upgrade businesses for batch thermal
products and technologies, atmospheric-pressure chemical vapor
deposition products and technologies, physical vapor deposition
products and technologies, chemical vapor deposition products and
technologies, and plasma etch products and technologies, as well
as its service, parts, spares and upgrade business for atomic
layer deposition products and technologies.

Aviza's headquarters and batch systems manufacturing facilities in
Scotts Valley, California and the property on which they are
located are not being sold to SPP pursuant to the terms of the
agreement.

In exchange for these assets, SPP has agreed to pay Aviza a
purchase price comprised of three components:

     -- approximately $15 million in cash at closing, subject to
        certain adjustments;

     -- a recourse promissory note with an aggregate principal
        amount of $10 million that will bear interest at the prime
        rate, will mature 18 months after the closing date, will
        be secured by the purchased accounts receivable and
        inventory and certain purchased intellectual property,
        will be subject to mandatory monthly prepayments of
        principal to the extent that SPP's collection of accounts
        receivable and sales of inventory securing the note,
        subject to certain adjustments, exceed $10 million, and
        will be guaranteed by SPP; and

     -- a non-recourse promissory note with an aggregate principal
        amount that will be finalized after the closing date but
        which Aviza currently expects to be approximately $31.5
        million that will not bear interest, will mature 18 months
        after the closing date, will be secured by the purchased
        accounts receivable and inventory, and will be subject to
        mandatory monthly prepayments of principal to the extent
        that SPP's collection of accounts receivable and sales of
        inventory securing the note, as adjusted, exceed $20
        million. On the maturity date, SPP will have the option of
        either repaying the outstanding principal amount of the
        non-recourse note in full or returning any remaining
        uncollected accounts receivable and unsold inventory to
        Aviza.

SPP has also agreed to assume certain liabilities of Aviza and its
subsidiaries, including the lease for Aviza's facility in South
Wales and approximately $5 million of operating liabilities.

Aviza's board of directors unanimously approved the agreement and
the transactions contemplated by the agreement.  The agreement and
the closing of the transactions contemplated by the agreement are
subject to the approval of the United States Bankruptcy Court and
other customary closing conditions.  Aviza expects that the
proceeds of the transactions will be used to repay the lenders
under its secured credit facility and its unsecured creditors.
Aviza does not expect that the proceeds from the transactions
contemplated by the agreement will be sufficient to pay its
unsecured creditors in full, and thus Aviza does not believe that
holders of Aviza's common stock will receive any proceeds from the
transactions contemplated by the agreement.

                     About Aviza Technology Inc.

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets.  The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications.  The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511).  Judge Roger
L. Efremsky presides over the Chapter 11 case.  Attorneys at the
Law Offices of Murray and Murray represent the Debtors.  At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.


BALLY TOTAL: District Court Junks Carrera, et al., Appeal
---------------------------------------------------------
Judge Jed S. Rakoff, U.S.D.J. at the U.S. District Court for the
Southern District of New York, affirmed the decision of Judge
Lifland denying the requests of Cesar Carrera, Kevin Lai and Danna
Brown to (i) allow a class proof of claim and (ii) lift the
automatic stay or, in the alternative, for class certification in
the Debtors' cases.

Judge Lifland ruled, among other things, that Mr. Carrera, et al.,
could not demonstrate that their request is consistent with the
goals of bankruptcy and satisfactory of the requirements of Rule
23 of the Federal Rules of Civil Procedure.

Mr. Carrera, et al., had also filed against the Debtors in the Los
Angeles County Superior Court, an action that sought recovery of
wages that the Debtors allegedly refused to pay.

Judge Rakoff noted that a subsequent memorandum explaining the
District Court's ruling will be issued in due course.

In December 2005, Cesar Carrera, Kevin Lai and Danna Brown, on
behalf of similarly situated individuals, filed a class action
lawsuit styled Carrera, et. al. v. Bally Total Fitness
Corporation, et. al., at the Lost Angeles County Superior Court.
The Class Action seeks to recover statutorily mandated wages and
compensation that the Debtors allegedly refused to pay.  The
Carrera Action was brought on behalf of employees in approximately
65 fitness clubs operated by Bally in California.  On behalf of
the Carrea Plaintiffs, James M. Trush, Esq., at Vanderberg &
Feliu, LLP, in New York, said the Carrera Plaintiffs filed
unliquidated class proofs of claim and individual claims on
February 6, 2009, in the Debtors' cases.  "Not only is it
inefficient to put each individual class member to this type of
effort to prove Bally's wrongdoing, it is impossible to expect
that any individual class member could devote the resources, time,
and effort to litigate their claim, when the potential recovery on
an individual claim is relatively modest," he told 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)


BEARINGPOINT INC: Court Approves Sale of European Division
----------------------------------------------------------
According to Tiffany Kary at Bloomberg News, Judge Robert Gerber
of the U.S. Bankruptcy Court for the Southern District of New York
has authorized BearingPoint Inc. to sell its European division and
intellectual property to BE Partners BV as part of a management
buyout worth $69 million to creditors.

As reported by the TCR on July 31, 2009, BearingPoint said it is
working with BE Partners B.V. -- a newly formed company
established by a significant majority of the managing directors of
the Company's practice in Europe, Middle East and Africa --
towards completion of the sale of the Company's EMEA practice to
the local management by August 31, 2009.

The Board of Directors of BearingPoint on April 20, 2009,
authorized the Company to enter into a non-binding term sheet for
the sale of its EMEA business to local management.  On July 17,
the Company; BE Holdings I CV, a subsidiary of the Company;
certain other affiliates of the Company; and the Purchaser entered
into an Agreement for the Sale and Purchase of the Share Capital
of BearingPoint Europe Holdings B.V., BearingPoint's European
holding company.

The Purchaser will acquire all of the Company's EMEA practice for
an aggregate purchase price of roughly $69 million in total
consideration.  The EMEA practice will continue to operate under
the BearingPoint name following the completion of the Share Sale
Agreement.

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

The EMEA Transaction contemplates that aggregate consideration
will be provided to the Company and its affiliates (including
repatriation of excess cash currently held by the EMEA practice)
of roughly $69 million, as follows:

     -- in settlement of certain intercompany charges,
        BearingPoint Europe and its subsidiaries transferred
        roughly $8.1 million to Seller and was to transfer an
        additional $5.9 million to Seller by July 24, 2009;

     -- at the completion date of the EMEA Transaction, the
        Purchaser will pay to the Seller $5 million as
        consideration for the sale of the shares of BearingPoint
        Europe;

     -- at the completion date of the EMEA Transaction,
        BearingPoint Europe and its subsidiaries will pay to
        Seller roughly $35 million in settlement of certain
        payables owed from BearingPoint Europe and its
        subsidiaries to the Company and its subsidiaries; and

     -- at the completion date of the EMEA Transaction,
        BearingPoint Europe will enter into a loan agreement to
        evidence pre-existing intragroup indebtedness in the
        amount of $15 million owed by BearingPoint Europe to the
        Seller, with the loan maturing in three months and bearing
        interest at a rate of 8% per annum.

The Company has agreed to provide certain transition services to
the Purchaser following completion of the EMEA Transaction for a
separate fee.

In connection with the EMEA Transaction, Dallas Projects Holdings,
Limited, a subsidiary of the Company, will establish a trust under
the laws of the Cayman Islands that will survive the wind-down of
the Company's domestic operations.  The Trust will own certain
BearingPoint trademarks, BearingPoint domain names and associated
goodwill and may license the BearingPoint trademarks to third
parties in accordance with the terms of the Trust.

The EMEA Transaction is subject to (i) the approval of the
Bankruptcy Court, (ii) the formation of a trust to which certain
intellectual property rights will be transferred for the benefit
of the Purchaser and (iii) the Company being released from certain
outstanding letters of credit issued in respect of the Company's
EMEA practice.  There can be no assurance that the EMEA
Transaction will be approved by the Bankruptcy Court or that the
EMEA Transaction will be completed.

The Purchaser may terminate the Share Sale Agreement if:

     -- the Seller breaches any material covenant or obligation
        under the Share Sale Agreement;

     -- the Seller modifies, amends or alters the Approval Order
        in any material respect without the consent of the
        Purchaser; or

     -- the Bankruptcy Court does not enter the Approval Order
        within 30 days after the related motion is filed with the
        Bankruptcy Court.

The Seller may terminate the Share Sale Agreement if BearingPoint
Europe (or certain of its subsidiaries) defaults on the obligation
to pay the Additional Amount to Seller for more than two business
days after the date such payment is due.

                         About BearingPoint

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

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

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


BIOSANTE PHARMA: Posts $4.6MM Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Biosante Pharmaceuticals, Inc., posted a net loss of $4,620,701
for three months ended June 30, 2009, compared with a net loss of
$6,048,067 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $8,671,313 compared with a net loss of $9,674,705 for the same
period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $9,529,471, total liabilities of $3,716,522 and stockholders'
equity of $5,812,949.

The Company had cash and cash equivalents of $6,000,000 at
June 30, 2009.

The Company said that its merger with Cell Genesys is not
completed or is delayed, the Company will need to raise additional
financing immediately.  Even if the merger with Cell Genesys is
completed, the Company likely will need to raise additional
financing to continue its Phase III clinical studies for LibiGel,
unless LibiGel is licensed or sold to another company.

Deloitte & Touche LLP, the Company's independent registered public
accounting firm, modified their report on the Company's financial
statements for the year ended December 31, 2008, to include an
explanatory paragraph that expresses substantial doubt regarding
the Company's ability to continue as a going concern.

The Company related that the modification may adversely affect the
Company's ability to raise additional financing and close its
proposed merger with Cell Genesys.  Failure to obtain adequate
financing also may adversely affect the Company's ability to
operate as a going concern and cause the Company to significantly
curtail or cease ongoing operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4184

Biosante Pharmaceuticals, Inc. (NASDAQ:BPAX) is a specialty
pharmaceutical company focused on developing products for female
sexual health, menopause, contraception and male hypogonadism.
The Company primary products include gel formulations of
testosterone and estradiol.  It is also engaged in the development
of its calcium phosphate nanotechnology, primarily for aesthetic
medicine, vaccines and drug delivery.  The Company's principal
products include LibiGel, Bio-T-Gel and Pill-Plus.  The Company's
CaP products in development include BioLook, BioVant, BioOral, and
BioAir.


BLACKWATER MIDSTREAM: Posts $1-Mil. Net Loss for Second Quarter
---------------------------------------------------------------
Blackwater Midstream Corp. posted a net loss of $1,125,342 for
three months ended June 30, 2009, compared with a net income of
$39,236 for the same period in 2008.

At June 30, 2009, the Company's balance sheet showed total asset
of $6,421,573, total liabilities of $5,075,127 and stockholders'
equity of $1,346,446.

The Company's management said that there is substantial doubt
about its ability to continue as a going concern.  The Company
related that it had recurring net losses, and as of June 30, 2009,
had a working capital deficit.  The Company's ability to continue
as a going concern is dependent upon its ability to obtain
financing for future terminal acquisitions, finance general
working capital requirements and fund future operations.

The management plans to seek additional capital through debt
financing, private placement, and public offerings of its common
stock for future terminal acquisitions.

A full-text copy of the Company's Form 10-Q is avaialable for free
at http://ResearchArchives.com/t/s?418d

Blackwater Midstream Corp.(OTC:BWMS) fka Laycor Ventures Corp. is
a manager of third party fuel, agricultural and chemical bulk
liquid storage terminals.  The Company's operations support
different commercial customers, including refiners and chemical
manufacturers.  As of March 31, 2009, the Company's asset
portfolio consisted of the Westwego Terminal located along the
Mississippi River within the Port of New Orleans.


BOSTON GENERATING: Moody's Junks Ratings on 1st Lien From 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded the 1st lien senior secured
rating of Boston Generating, LLC, to Caa2 from B3 and downgraded
the 2nd lien senior secured rating to Ca from Caa2.  The outlook
is negative.  This concludes the review initiated on April 9,
2009.

The affected 1st lien facilities are an approximate $1.1 billion
senior secured term loan B due 2013; a $250 million senior secured
synthetic letter of credit due 2013, and a $70 million senior
secured revolving credit facility due 2013.  The affected 2nd lien
facility is a $350 million senior secured term loan C due 2014.
As of June 30, 2009, there was also approximately $393 million of
mezzanine holding company debt at the parent EBG Holdings that is
not rated.

The downgrade reflects the inability of Boston Gen to reach a
settlement with its lenders regarding a restructuring proposal and
the fact that the date for a potential financial covenant
violation (now expected in the 4th quarter 2009 or 1st quarter
2010) is rapidly approaching.  The project's current levels of
cash flows are not expected to be able to support the existing
level of leverage going forward without a restructuring.  Moody's
has been monitoring the situation and had expected that a
financial restructuring plan would have been agreed upon by now,
along with an amendment of the financial covenants.  Therefore,
there is the real possibility of a default if the covenants are
not waived or amended, and the lenders exercise their right to
accelerate.

Management has told Moody's that they continue to be in
discussions with the 1st lien lenders regarding a potential
restructuring, but that discussions with the 2nd lien and
mezzanine debt have been suspended.  The project has been
considering a number of options including amending the financial
covenants of the 1st lien debt, release of counterparty L/C
collateral requirements (in exchange for the sharing of collateral
with the 1st lien lenders), and a swap of equity for the 2nd lien
and mezzanine debt.  The project has also been considering
modifications to current hedging arrangements

The Caa2 also reflects the ongoing deterioration in Boston
Generating's cash flow, which has resulted in poor financial
performance relative to Moody's expectations.  Financial
performance has deteriorated primarily because of a difficult
operating profile, exposure to volatile natural gas pricing, and
inefficient financial hedging arrangements.  In addition, low off-
peak spark spreads primarily caused by lower cost baseload
resources in NEPOOL have resulted in lower than forecasted energy
revenues.  Furthermore, one of the plants in the portfolio (Mystic
7) is generating cash flow well below expectations due to the
impact of in-state transmission that came online in 2007.  These
factors have contributed to the project's lower than forecasted
cash flow over the last year and a half.  In addition, recent FCM
capacity auctions are expected to provide less than expected
future capacity revenues.  In short, the level of leverage on this
project is simply not supportable with the existing level of cash
flow.

As a result of the poor financial performance, the minimum
interest coverage and maximum leverage covenants have experienced
severe pressure due to lower than expected levels of compliance
EBITDA.  The project was able to meet the minimum 1.10x interest
coverage ratio and the maximum 11.0x senior debt to EBITDA
leverage ratio tests in 2008 due to contributions from a
restricted contingency cash reserve at the project level.  The
project last drew on the contingency cash reserve in the third
quarter of 2008.  The leverage ratio subsequently stepped down to
a maximum 10.0x senior debt to EBITDA in the first quarter of
2009.  Due to better than expected cash flow in the first two
quarters of 2009, the project did not need to draw on the reserve
and was able to delay a technical default.  A technical default on
the leverage covenant is now expected to occur in the first
quarter of 2010 when the required leverage ratio steps down
further to 9.0x.  There could also be an interest coverage
covenant violation when that ratio steps up from 1.1x to 1.25x in
the first quarter of 2010.  The remaining $26 million in the
contingency reserve for covenant compliance may not be enough for
the project to remain in compliance.  Hence, the project may have
a technical default if the covenants are not amended or waived.

The Ca rating on the 2nd lien debt reflects the expectation that
there will be some form of debt to equity swap and that the
recovery prospects for the 2nd lien debt will be substantially
reduced.

The negative outlook incorporates the uncertainty that the lenders
to the project, which include collateralized loan obligations,
hedge funds and institutional investors, will be able to reach an
agreement on a restructuring proposal.

The last rating action was on April 9, 2009, when the ratings of
Boston Gen were placed on review for possible downgrade.

Boston Gen is a 2,970 MW natural gas -- fired portfolio of assets
that sells power into the New England Power Pool.  The assets are
located in close proximity to the Boston metro area.  Boston Gen
is indirectly owned by the US Power Generating Company.


BRANDYWINE REALTY: Fitch Keeps BB+ IDR; Pref Stock 2 Notches Down
-----------------------------------------------------------------
Fitch has released a revision of a report issued on August 11,
2009.  It clarifies that there is a two-notch differential between
Brandywine's 'BB+' IDR and preferred stock rating.

Based on the steps taken over the last three months to improve its
liquidity position and reduce leverage, Fitch Ratings has affirmed
the credit ratings of Brandywine Realty Trust and Brandywine
Operating Partnership, L.P., and revised the Outlook to Stable
from Negative.

Fitch has affirmed these ratings:

Brandywine Realty Trust

  -- Issuer Default Rating at 'BB+';
  -- Preferred stock rating at 'BB-'.

Brandywine Operating Partnership, L.P.

  -- IDR at 'BB+';
  -- Unsecured revolving credit facility at 'BB+';
  -- Senior unsecured notes at 'BB+.'

The Rating Outlook is Stable.

Through the combination of a secondary equity offering, additional
tender offers for near-term bonds and asset sales, Brandywine has
a liquidity surplus of $200 million for the next two years.

On June 2, 2009, Brandywine completed a common share offering of
40.2 million shares at a public offering price of $6.30 per share.
The net proceeds of approximately $242.5 million were used to
repay a portion of the amount outstanding under Brandywine's
unsecured revolving line of credit and meaningfully improve
liquidity.

Fitch calculates that Brandywine's sources of liquidity (cash,
availability under its unsecured revolving credit facility,
expected retained cash flows from operating activities) exceed
uses of liquidity (debt maturities and expected capital
expenditures) by over $200 million from June 30, 2009 through
June 30, 2011.  The forward financing commitment of $256.1 million
received on May 11, 2009, eliminates the funding risk for
Brandywine's 30th Street Post Office and Cira South Garage
construction project set to be completed in the third quarter of
2010.  Considering all other development activity, Brandywine's
sources of liquidity after development are $157 million.

The second quarter illustrated declining fundamentals for
Brandywine's portfolio, with same store GAAP Net Operating Income
declining 4% (cash NOI declined 1%) as compared to the same three
month period in 2008.  Additionally, core-portfolio occupancy
dropped to 88.8% from 90.2% on December 31, 2008.

While fundamentals are expected to deteriorate further in 2009,
the company's credit metrics are solid for the 'BB+' rating.  On
June 30, 2009, the company's debt to recurring operating EBITDA
was 7.5 times (x) as compared to 8.1x on December 31, 2008.
Additionally, Brandywine's fixed charge coverage (defined as
recurring EBITDA less capital expenditures and straight-line rent
adjustments, divided by interest expense, capitalized interest,
and preferred stock dividends) remained at 1.7x for the 12 months
ended June 30, 2009, as compared to the year ended December 31,
2008.

Finally, while Brandywine did raise funds through encumbering an
additional asset, Fitch estimates the company's book value of
unencumbered real estate operating assets to unsecured debt ratio
improved to 1.8x on June 30, 2009, from 1.7x on December 31, 2008.
Additionally, Brandywine is sufficiently capitalized for the 'BB'
rating category with a risk adjusted capital ratio of 1.0x on
June 30, 2009, improved from 0.9x on December 31, 2008.

Assuming a 5% decline in Brandywine's rental revenues (on a GAAP
basis) in 2009 and again in 2010, debt to recurring operating
EBITDA would remain below 9.0x, consistent with the 'BB+' rating.
Further considering reduced interest expense due to the unsecured
bonds repaying in the next two years, Brandywine's fixed charge
coverage would remain in a range of 1.7x to 1.8x range and
Brandywine's risk adjusted capital ratio will remain sufficient
for the rating category around 1.0x at a 'BB' stress.

The 5% rental revenue decline is based on the cumulative 2009-2013
market rent decline projected by Property and Portfolio Research
(PPR) in Brandywine's regional markets.  A cumulative 4.9% decline
is calculated using PPR expectations for cumulative rent declines
and weighting them by Brandywine's exposure to each market.
Brandywine's leases expiring from 2009-2011 are about $0.75 below
the average market rents, indicating that below-market leases will
be expiring over the next two years.

The two-notch differential between Brandywine's IDR and its
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BB+'.  Based on Fitch's
criteria report, 'Equity Credit for Hybrids & Other Capital
Securities', available on Fitch's web site at
'www.fitchratings.com', Brandywine's preferred stock is 75%
equity-like and 25% debt-like, since it is perpetual and has no
covenants but has a cumulative deferral option.

These factors may have a positive impact on Brandywine's ratings:

  -- Maintaining a healthy liquidity surplus;

  -- Maintaining recurring EBITDA/fixed charges above 1.8x (for
     the six months ended June 30, 2009, recurring EBITDA divided
     by total fixed charges was 1.9x);

  -- Demonstrated access to the unsecured debt markets;

  -- Total debt to recurring operating EBITDA declines to a range
     below 7.0x.

Going forward, these factors may have a negative impact on
Brandywine's ratings:

  -- If recurring EBITDA divided by total fixed charges were to
     decrease below 1.4x;

  -- If secured debt-to-total gross assets were to increase above
     30% (as of June 30, 2009 Fitch estimated secured debt to
     total gross assets was 21%);

  -- If the gross book value of unencumbered operating real estate
     assets to unsecured debt falls below 1.5x;

  -- If Total Debt to recurring operating EBITDA increases above
     9.0x.

Brandywine is an office REIT (with some industrial properties)
that actively participates in acquiring, developing, redeveloping,
leasing and managing properties, primarily in select markets in
the mid-Atlantic region and California.  As of June 30, 2009,
Brandywine had $4.7 billion in total book assets.  Its stabilized
portfolio consisted of 210 office properties, 22 industrial
facilities, and three mixed-use projects.  The portfolio
represents approximately 23.4 million net rentable square feet.
The company also holds two properties under development and seven
properties under redevelopment containing an aggregate of
2.3 million net rentable square feet.


BTH LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: BTH, LLC
        197 E. Warner Road
        Chandler, AZ 85225

Bankruptcy Case No.: 09-19178

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Red Mountain Machinery Company                     09-19166
Red Mountain Holdings, LLC                         09-19170
Red Mountain Pacific, LLC                          09-19175

Chapter 11 Petition Date: August 11, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Steven N. Berger, Esq.
                  Engelman Berger, P.C.
                  One Columbus Plaza, Suite 700
                  3636 N Central Avenue
                  Phoenix, Az 85012-1985
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  Email: snb@engelmanberger.com

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

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

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

The petition was signed by David Gonzales, chief restructuring
officer of the Company.


CABLEVISION SYSTEMS: Amends Quarterly Report to Include XBRL Docs
-----------------------------------------------------------------
Cablevision Systems Corporation and CSC Holdings, Inc., filed
Amendment No. 1 to their Quarterly Report on Form 10-Q for the
period ended June 30, 2009, as filed with the Securities and
Exchange Commission on July 30, 2009.

The purpose of Amendment No. 1 is to furnish Exhibit 101 to the
Form 10-Q as required by Rule 405 of Regulation S-T.  Exhibit 101
provides items from the Form 10-Q formatted in Extensible Business
Reporting Language (XBRL): (i) the unaudited Condensed
Consolidated Statements of Operations, (ii) the unaudited
Condensed Consolidated Balance Sheets, (iii) the unaudited
Condensed Consolidated Statements of Cash Flows, and (iv) the
combined notes to the unaudited condensed consolidated financial
statements, tagged as blocks of text.

     -- XBRL Instance Document

        See http://ResearchArchives.com/t/s?419f

     -- XBRL Taxonomy Extension Schema Document

        See http://ResearchArchives.com/t/s?41a0

     -- XBRL Taxonomy Extension Calculation Linkbase Document

        See http://ResearchArchives.com/t/s?419b

     -- XBRL Taxonomy Extension Definition Linkbase

        See http://ResearchArchives.com/t/s?419c

     -- XBRL Taxonomy Extension Label Linkbase Document

        See http://ResearchArchives.com/t/s?419d

     -- XBRL Taxonomy Extension Presentation Linkbase Document

        See http://ResearchArchives.com/t/s?419e

Users of this data are advised that pursuant to Rule 406T of
Regulation S-T these interactive data files are deemed not filed
or part of a registration statement or prospectus for purposes of
sections 11 or 12 of the Securities Act of 1933, are deemed not
filed for purposes of section 18 of the Securities Exchange Act of
1934, and otherwise are not subject to liability under those
sections.  No other changes have been made to the Form 10-Q other
than those described.  Amendment No. 1 does not reflect subsequent
events occurring after the original filing date of the Form 10-Q
or modify or update in any way disclosures made in the Form 10-Q.

As reported by Troubled Company Reporter on August 3, 2009,
Cablevision and CSC Holdings posted net income of $87,059,000 for
the three months ended June 30, 2009, lower compared to
$92,298,000 booked during the same period last year.  The Company
posted net income of $108,077,000 for the six months ended
June 30, 2009, higher compared to $64,652,000 booked during the
same period last year.

At June 30, 2009, the Company had $9,307,950,000 in total assets;
and $14,592,186 in total liabilities and $12,293,000 in redeemable
noncontrolling interests, resulting in $5,296,319,000
stockholders' deficiency.  At June 30, 2009, the Company had
($210,000) in noncontrolling interests, resulting in
$5,296,529,000 total deficiency.

A full-text copy of the Original Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?4077

                         About Cablevision

Cablevision Systems Corporation -- http://www.cablevision.com/--
is one of the nation's leading media and entertainment companies.
Its cable television operations serve more than 3 million
households in the New York metropolitan area.  The company's
advanced telecommunications offerings include its iO: Interactive
Optimum digital television, Optimum Online high-speed Internet,
Optimum Voice digital voice-over-cable, and its Optimum Lightpath
integrated business communications services.  Cablevision operates
several programming businesses, including AMC, IFC, Sundance
Channel and WE tv, through Rainbow Media Holdings LLC, and serves
the New York area as publisher of Newsday and other niche
publications through Newsday LLC.  In addition to these
businesses, Cablevision owns Madison Square Garden and its sports
teams, the New York Knicks, Rangers and Liberty.  The company also
operates New York's famed Radio City Music Hall, the Beacon
Theatre, and The Chicago Theatre, and owns and operates Clearview
Cinemas.

                            *     *     *

As reported by the Troubled Company Reporter on May 22, 2009,
Moody's Investors Service upgraded Cablevision Systems
Corporation's Corporate Family Rating and Probability of Default
Rating, each to Ba2 from Ba3.  In addition, Moody's upgraded the
instrument ratings of Cablevision's and its subsidiaries' debt as
detailed below.  Cablevision's speculative grade liquidity rating
remains at SGL-2 and the rating outlook is stable.


CALPINE CORP: To Repurchase Bank Debt at Discount
-------------------------------------------------
Kristen Haunss at Bloomberg News reports that a spokeswoman for
Calpine Corp. confirmed that the Company is asking its lenders for
permission to repurchase bank debt at a discount to the issue
price.  Norma Dunn, a company spokeswoman, confirmed Calpine seeks
to be able to extend its revolver's maturity in the future and to
exchange a portion of its term loans into bonds.

According to Bloomberg, Goldman Sachs Group Inc. is arranging the
amendment for Calpine, which held a call August 13 to discuss the
proposal with lenders.  Calpine has about $13 billion of debt
according to data compiled by Bloomberg.

Calpine, Bloomberg relates, also is asking for the ability to
issue first-lien bonds to repay bank debt at 100 cents on the
dollar.

Chief Financial Officer Zamir Rauf said last month that Calpine
was planning to amend its credit agreement to give it more options
to deal with its 2014 maturity, when Bloomberg data show it has
about $9 billion coming due.

                         About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company and its affiliates filed for Chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower,
Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent
the Debtors in their restructuring efforts.  Michael S. Stamer,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  As of Aug. 31, 2007,
the Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On February 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On September 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On August 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on September 19, 2007 and on September 24, 2007,
filed a Third Amended Plan.  On September 25, 2007, the Court
approved the adequacy of the Debtors' Disclosure Statement and
entered a written order on September 26.  On December 19, 2007,
the Court confirmed the Debtors' Plan.  The Amended Plan was
deemed effective as of January 31, 2008.


CATHOLIC CHURCH: Greens Drop Civil Case vs. Diocese of Fairbanks
----------------------------------------------------------------
In a letter addressed to the U.S. Bankruptcy Court for the
District of Alaska, Louis and Nancy Green say that after much
consideration, they have decided to drop their civil case against
the Diocese of Fairbanks effective as of June 30, 2009.

No reason was cited for the Greens' decision to drop the case.
The Greens also did not provide details about their civil case.

                    About Diocese of Fairbanks

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

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


CATHOLIC CHURCH: Sinnott Withdraws as Counsel for Oregon Priests
----------------------------------------------------------------
Robert E. Sinnott, Esq., at Cooney & Crew, LLP, in Lake Oswego,
Oregon, notifies the U.S. Bankruptcy Court for the District of
Oregon that he is withdrawing as counsel for confidential priests,
Fathers B, J, S, T, W and P, in the bankruptcy case of the
Archdiocese of Portland in Oregon.

Mr. Sinnott, however, informs Judge Perris that Thomas E. Cooney,
Esq., also from Cooney & Crew, will continue to represent the
priests in the bankruptcy proceeding.

                   About Archdiocese of Portland

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

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

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


CATHOLIC CHURCH: Status Report on Suit vs. Insurers on Sept. 30
---------------------------------------------------------------
Judge Ralph R. Beistline of the U.S. District Court for the
District of Alaska ordered the parties to file a status report
with the District Court on or before September 30, 2009, and every
six months thereafter, advising the District Court of those
pretrial matters still pending before the Bankruptcy Court in the
adversary proceeding commenced by the Catholic Bishop of Northern
Alaska against four insurers, and the expected date by which those
pending matters are to resolved.

To recall, Judge Beistline granted the request of Travelers
Casualty and Surety Company to withdraw the reference of the
adversary proceeding to the U.S. District Court.

                    About Diocese of Fairbanks

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

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


CENA LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Cena, LLC
        2854 Miamisburg-Centerville Road
        Dayton, OH 45459

Bankruptcy Case No.: 09-34990

Chapter 11 Petition Date: August 12, 2009

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

Debtor's Counsel: Ira H. Thomsen, Esq.
                  140 North Main St., Suite A
                  PO Box 639
                  Springboro, OH 45066
                  Tel: (937) 748-5001
                  Fax: (937) 748-5003
                  Email: cornell76@aol.com

Estimated Assets: $0 to $50,000

Estimated Debts: $500,001 to $1,000,000

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

           http://bankrupt.com/misc/ohsb09-34990.pdf

The petition was signed by Eva Christian, sole member of the
Company.


CHRYSLER LLC: Old CarCo Schedules $21BB Assets vs. $26.9BB Debts
----------------------------------------------------------------
A.  Real Property
       Lands and buildings                        $2,203,600,672
       Others                                        520,069,998

B.  Personal Property                             18,300,477,576

      TOTAL SCHEDULED ASSETS                     $21,024,148,246
      ==========================================================

C.  Property Claimed                                        None

D.  Creditors Holding Secured Claims
       JP Morgan Chase First Lien Credit          $6,916,458,541
       JP Morgan Chase Second Lien Credit          2,110,926,198
       U.S. Department Of Treasury                 4,285,371,805

E.  Creditors Holding Unsecured Priority Claims          Unknown

F.  Creditors Holding Unsecured
     Nonpriority Claims                           13,546,026,447

      TOTAL SCHEDULED LIABILITIES                $26,858,782,991
      ==========================================================

Items disclosed by Chrysler in the Personal Property section
include these:

      Bank Accounts
         JPMorgan Chase                             $971,281,753
         Other banks                                 666,230,689
      Security Deposits                                        -
         Blue Cross Health Insurance Co.               9,533,496
         General Electric Aircrafts                    8,900,000
         Liberty Mutual                                7,486,400
         State of Florida contracts escrow             7,462,754
         Others                                        8,065,950

The Company said estimate lists were "prepared with data as of
a time period as near as possible to the petition date."

In its bankruptcy petition, Chrysler said that it had Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts as of
December 31, 2008.  Chrysler had $1.9 billion in cash at that
time.

Following its bankruptcy filing, Chrysler sold its best assets
to Fiat SpA in a deal funded by the U.S. and Canadian
governments.

A full-text copy of Old CarCo's Schedules of Assets and
Liabilities is available for free at:

       http://bankrupt.com/misc/Chrysler_SAL_081209.pdf

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Creditors Committee Launches Bankruptcy Web Site
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Chrysler LLC
(n/k/a Old Carco LLC) announces the launch of its new bankruptcy
information Web site: http://www.chryslercommittee.com/

On April 30, 2009, Chrysler LLC and certain of its subsidiaries
and affiliates filed for chapter 11 bankruptcy protection.   On
May 5, 2009, the United States Trustee appointed 11 of the largest
unsecured creditors to serve as the Official Committee of
Unsecured Creditors of Old Chrysler.  One of the Committee's
responsibilities is to provide access to information for all of
Old Chrysler's general unsecured creditors.  On July 16, 2009, the
Bankruptcy Court authorized the Committee to establish a Web site
to provide information and communicate with Old Chrysler's
creditors.

The Committee Web site offers an opportunity for general unsecured
creditors of Old Chrysler to submit their questions to the
Committee and its professional advisors.  The Web site also
provides information about the material aspects of Old Chrysler'
bankruptcy case, which is continuing under Old Chrysler's new
name: "Old CarCo LLC".  Aspects of the bankruptcy case include:

    -- names of the current members of the unsecured creditors'
       committee;

    -- deadlines for filing proofs of claim and the forms for
       filing proofs of claim in the chapter 11 cases;

    -- contact information for the primary parties in the chapter
       11 cases;

    -- access to key court documents in the chapter 11 cases;

    -- a "frequently asked questions" section about the chapter 11
       cases; and

    -- general bankruptcy overview.

The information on the Web site was created by, and is being
maintained by, Kramer Levin Naftalis & Frankel LLP, which is
counsel to the Committee in Old Chrysler's chapter 11 case.


CHRYSLER LLC: Anchor Wants Case Transferred Back to Ohio Court
--------------------------------------------------------------
Anchor Tool & Die Co. asked the U.S. Bankruptcy Court for the
Southern District of New York to transfer the case it brought
against Chrysler Group LLC back to the Ohio District Court.

The case was initially filed by Anchor Tool in the U.S. District
Court for the Northern District of Ohio to seek an order in favor
of the company's decision to terminate its agreements, in the form
of purchase orders, with the automaker.  The lawsuit, however, was
transferred to the NY Bankruptcy Court on July 28, 2009, upon
request by Chrysler Group on grounds that it is related to the
bankruptcy case of its predecessor, Chrysler LLC.

Both automakers complained that Anchor Tool violated the
bankruptcy court's order approving the sale of Chrysler LLC's
assets and it "poses significant risk to the effective conveyance"
of assets to Chrysler Group and assignment of remaining contracts.

Attorney for Anchor Tool, Mark Jackowski, Esq., at McDonald
Hopkins LLC, in Cleveland, Ohio, said that the NY bankruptcy court
"lacks jurisdiction" to hear the case.

Mr. Jackowski pointed out that there is no provision in the
bankruptcy court's sale order stating that it retains jurisdiction
over the non-renewal of Anchor Tool's purchase orders with
Chrysler Group.

"The sale order simply prohibits a party from terminating an
agreement with [Chrysler Group] as a result of the change of
control," Mr. Jackowski said.  "Anchor does not in any way rely on
the sale of the assets as a basis for not renewing or terminating
the purchase orders."

According to Mr. Jackowski, if the NY bankruptcy court decides to
take jurisdiction over the dispute between the companies, every
future dispute involving the termination or interpretation of a
contract "would be subject under the same flawed reasoning to a
return to this [bankruptcy court]."

"This would establish the dubious precedent in all cases of
returning any dispute involving assets purchased out of a
bankruptcy," he pointed out.

          Court Orders Continues Supply to Chrysler

The bankruptcy court issued a ruling on August 6, 2009, directing
Anchor Tool to continue supplying parts to Chrysler Group under
the purchased orders until September 30, 2009.

The bankruptcy court will convene a hearing on September 14, 2009,
to consider the proposed transfer of the case to the Ohio District
Court.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: McKenna Long Advised Canada in Deals With Automakers
------------------------------------------------------------------
McKenna Long & Aldridge (MLA) announced that the firm advised the
government of Canada in connection with its recent transactions
involving automakers Chrysler and General Motors.  Chrysler filed
for bankruptcy on April 30 and the transaction closed on June 10.
GM filed for bankruptcy on June 1 and the transaction closed on
July 10.

MLA advised the government of Canada on the court-supervised sale
of Chrysler that resulted in an alliance with Italian car maker
Fiat.  As part of the transaction, the Canadian government (along
with the government of Ontario) provided a $3.775 billion
loan which enabled Canada to maintain its 20 percent production
share in the North American market and protect nearly one million
Canadian jobs.  Canada holds a two percent share in the new
Chrysler and will appoint a member to the board of directors.

"We are honored that the Canadian government called on McKenna
Long & Aldridge for legal support and guidance during this
unprecedented and challenging time for the North American auto
industry," said Christopher F. Graham, lead bankruptcy attorney at
MLA on the Chrysler and GM deals.  "Through the efforts of our
bankruptcy, corporate, finance, tax, and public policy teams, we
were able to work collaboratively with the U.S. and Canadian
governments as well as the legal teams representing the unions,
lenders, creditors and other constituencies involved in these
highly complex and sophisticated transactions."

In connection with the court-supervised sale of a majority
interest in General Motors to the U.S. Department of Treasury, the
Canadian government (along with the government of Ontario)
provided a $9.5 billion loan to the new General Motors ?- an
amount proportional to the $50 billion package provided by the
U.S. government.  As part of the transaction, Canada holds a 12
percent share in the new General Motors and will appoint a member
to the board of directors.

"McKenna Long & Aldridge's unique experience in trans-border
regulatory and transactional matters, coupled with our deep ties
to Canada, enabled us to help the government of Canada
successfully achieve its goals and save jobs vital to the
country's economy," said former Ambassador to Canada Gordon
Giffin, now a Partner at MLA.  "The collaborative investments by
the two governments represent a new model for continental
partnership to ensure the efficiency of our integrated economies
in a new era."

                 About McKenna Long & Aldridge

McKenna Long & Aldridge LLP -- http://www.mckennalong.com-- is an
international law firm with 475 attorneys and public policy
advisors.  The firm provides business solutions in the areas of
environmental regulation, international law, public policy and
regulatory affairs, corporate law, government contracts,
intellectual property and technology, complex litigation, real
estate, energy, and finance.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Mexico Plants to Continue Production of Cruiser
-------------------------------------------------------------
Chrysler Group LLC announced that production of the Chrysler PT
Cruiser will continue.  The Chrysler Group Toluca (Mexico)
Assembly Plant -- the exclusive home of Chrysler PT Cruiser --
will continue to build the quality-proven, versatility packaged
and "too cool to categorize" small car.

"The heritage-styled Chrysler PT Cruiser continues to be a global
success story," said Peter Fong ?- President and Chief Executive
Officer ?- Chrysler Brand and Lead Executive for the Sales
Organization, Chrysler Group LLC.  "With more than 1.3 million PT
Cruisers sold in more than 60 countries since 2000, we're excited
to announce we're re-energizing the iconic and award-winning PT
Cruiser."

The Chrysler Group changed the landscape of the automotive market
when it introduced the segment-busting Chrysler PT Cruiser nearly
10 years ago.  Its one-of-a-kind exterior styling and Swiss Army
knife-like interior flexibility, offered at a compact car price,
redefined the small-car segment and became an instant hit with
consumers.

High-quality, craftsmanship, performance and functionality
continue to give the award-winning Chrysler PT Cruiser a leg up on
the competition.  For years, leading consumer magazines and third-
party studies have recommended the PT Cruiser for its consistently
high levels of quality and refinement?tying for first place in
J.D. Power's Initial Quality Survey (IQS) this July.

    Some of the Awards the vehicle has won are:

    * 2008 Chrysler PT Cruiser, Consumer Reports "Recommended"

    * 2006 Chrysler PT Cruiser, Consumer Guide, "Best Buy -
      Compact Cars Category"

    * 2006 Chrysler PT Cruiser, Consumer Reports, "Recommended"

    * 2005 Chrysler PT Cruiser, Edmunds.com, "Most Significant"

    * 2004 Chrysler PT Cruiser, AutoPacific, "Top Vehicle
      customer satisfaction"

    * 2001 Chrysler PT Cruiser, North American International
      Auto Show, "North American Car of the Year"

    * 2001 Chrysler PT Cruiser, African Americans on Wheels and
      Latinos on Wheels, "Car of the Year"

    * 2001 Chrysler PT Cruiser, Strategic Vision, "Compact Car
      Segment"

    * 2001 Chrysler PT Cruiser, Industrial Design Excellence,
      "Gold Award"

    * 2001 Chrysler PT Cruiser, Automobile Magazine, "Best Small
      Car"

Since production of the Chrysler PT Cruiser began in February 2000
(as a 2001 model), the PT Cruiser lineup has been a continuous
hit.  The latest flavor, the 2009 Chrysler PT Dream Cruiser 5
marked the 14th customized version of the segment-busting small
car.  The Chrysler PT Dream Cruiser Series 5 joined the Flames,
Woodie, PT Dream Cruiser Series 1, 2, 3, and 4, PT Turbo and
Chrome Accents models, the Chrysler PT Cruiser Convertible, the
refreshed 2006 Chrysler PT Cruiser, the Chrysler PT Street Cruiser
Route 66, Street Cruiser Pacific Coast Highway Edition and Street
Cruiser Sunset Boulevard Editions.

                  Chrysler Mexico Operations

Chrysler initiated operations in Mexico in 1938, it actually has
5,000 employees.  Its manufacturing operations include 5 plants
which are localized in Saltillo and Toluca, as well as the
Corporate Building in Mexico City.  The products that the company
manufactures, imports and commercializes with the Chrysler, Dodge,
Jeep, Mopar and Mitsubishi brands, are sold in the domestic market
through over 160 dealers in the country.  The Chrysler Foundation,
recognized by the Latin American Center of Social Responsibility
of the Anahuac University for its excellent philanthropic work,
supports corporate social responsibility programs in the areas of
education, health, culture, community development and natural
disasters in Mexico.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Old Carco's Interests in Non-Debtor Entities
----------------------------------------------------------
Pursuant to the Court's order approving the sale of substantially
all of the Debtors' assets to Fiat S.p.A., Ronald E. Kolka, chief
executive officer of Old Carco LLC, submits a periodic report as
of July 30, 2009, which report addresses the value, operations and
profitability of the non-Debtor entities in which the Debtors'
bankruptcy estates hold a substantial or controlling interest.

Mr. Kolka says that the report covers the non-Debtor entities and
equity interests not sold in the Fiat Transaction.  He notes that
the qualitative and the quantitative information in the report,
unless otherwise noted, reflect assets, liabilities, valuations
and operations as they exist after the Fiat Transaction.

A full-text copy of the report is available for free at:

  http://bankrupt.com/misc/Chrysler_PeriodicReport_073009.pdf

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Warren Workers to Lose Jobs if Tax Appeals Succeed
----------------------------------------------------------------
A Warren official warned that several city workers including
police officers and firefighters would lose their jobs if Chrysler
and General Motors Corp. successfully fight their property tax
assessments, according to an August 10 report by The Macomb Daily.

Mayor Jim Fouts said the city stands to lose $7.3 million in
revenue if Chrysler wins its appeal to reduce by 45% its
assessments on machinery and other personal properties, and if GM
prevails in seeking an 80% reduction on its assessments on
buildings and equipment.

"Successful property tax appeals would be devastating to Warren
and other taxing units, such as Macomb County and local school
districts," The Macomb Daily quoted Mr. Fouts as saying.

The city assessor's office reports that school districts in the
city stand to lose $6.6 million; Macomb County, $1.7 million; and
other taxing units, $1.5 million.

To gain more ground in the tax fight, Mr. Fouts plans to ask the
City Council to approve the hiring of an outside appraiser and a
consultant to handle the separate appeals, The Macomb Daily
reported.

"We have no choice but to fight these tax appeals by hiring
qualified experts on property tax appraisals," The Macomb Daily
quoted Mr. Fouts as saying.

GM and Chrysler are the largest taxpayers in Warren.  Together,
they comprise 15% of the city's property tax revenue.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CIT GROUP: Adopts Plan to Protect Net Operating Losses
------------------------------------------------------
CIT Group Inc. on August 13 announced that its board of directors
has adopted a Tax Benefits Preservation Plan.

While the Rights Plan will not impede the Company's ability to
pursue restructuring or strategic opportunities, it is designed to
protect the Company's ability to utilize its net operating losses
and other tax assets, preserving value for the benefit of all
stakeholders.  This value could be reduced if the Company
experiences an "ownership change" under U.S. federal income tax
rules, which occurs if one or more "5% shareholders" have
aggregate increases of 50% in their CIT ownership over a three
year historic period.  The Rights Plan reduces the likelihood that
CIT experiences such an ownership change by discouraging any
person or group from becoming a "5% shareholder."

In addition, the Company announced that on August 12, 2009, it
entered into a Written Agreement with the Federal Reserve Bank of
New York, the principal regulator for its bank holding company.
The Agreement requires regular reporting to the FRB, as well as
the submission of plans and certain restrictions related to
corporate governance, credit practices, capital and liquidity and
the Company's businesses. The Agreement also requires prior
written approval related to the payment of dividends and
distributions, incurrence of debt, and the purchase or redemption
of stock.

                        Restructuring Plan

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

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

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

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

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

                          About CIT Group

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

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

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

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

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


COLONIAL BANCGROUP: FDIC Directs CBG Florida REIT Shares Swap
-------------------------------------------------------------
Colonial Bank, a wholly owned subsidiary of The Colonial
BancGroup, Inc., received notice on August 10, 2009, from the
Federal Deposit Insurance Corporation, the Bank's primary federal
regulator, directing CBG Florida REIT Corp., an indirect
subsidiary of the Bank, to exchange all outstanding shares of its
Fixed-to-Floating Rate Perpetual Non-cumulative Preferred Stock,
Class A, Series A -- REIT Preferred Stock -- for an equal amount
of Fixed-to-Floating Rate Perpetual Non-cumulative Preferred
Stock, Series A of BancGroup -- BancGroup Preferred Stock -- due
to the occurrence of an "Exchange Event".  There was $300 million
in liquidation amount of REIT Preferred Stock outstanding.

The exchange was effective at 8:00 a.m. New York time on
August 11, 2009.  BancGroup will shortly send notice to registered
holders of the REIT Preferred Stock of the procedures for
exchanging their REIT Preferred Stock for BancGroup Preferred
Stock.  Until certificates representing the BancGroup Preferred
Stock are issued, the certificates representing the REIT Preferred
Stock will be deemed for all purposes to represent BancGroup
Preferred Stock.

BancGroup will issue 300,000 shares of its Fixed-to-Floating Rate
Perpetual Non-cumulative Preferred Stock, Series A, par value
$2.50 per share and liquidation preference $1,000 per share.  The
holders of the BancGroup Preferred Stock will have no pre-emptive
rights with respect to any shares of BancGroup's capital stock or
any of its other securities convertible into or carrying rights or
options to purchase any such capital stock.  The BancGroup
Preferred Stock is perpetual and will not be convertible into
shares of BancGroup common stock or any other class or series of
its capital stock, and will not be subject to any sinking fund or
other obligation for its purchase or retirement.

The BancGroup Preferred Stock will, with respect to dividend
rights and rights on liquidation, winding-up and dissolution, rank
senior to BancGroup's common stock, and each other class of
capital stock BancGroup may issue in the future.  BancGroup may
authorize and issue additional shares of preferred stock that may
rank junior to or pari passu with the BancGroup Preferred Stock as
to dividends and upon liquidation, winding-up or dissolution
without the consent of the holders of the BancGroup Preferred
Stock.

Dividends on the BancGroup Preferred Stock will be payable if,
when and as declared by BancGroup's Board of Directors out of its
legally available funds, on a non-cumulative basis at an annual
rate of 7.114% until May 15, 2012 (whether or not a Business Day),
and 3-Month USD LIBOR (calculated as set forth in the Certificate
of Designations) plus 2.02% for the Dividend Period starting on
May 15, 2012, and for each Dividend Period thereafter, in each
case, on the liquidation preference thereof, which is $1,000 per
share, from and including the Dividend Payment Date on or prior to
the date of issuance of the BancGroup Preferred Stock.

BancGroup has entered into a "Replacement Capital Covenant" in
which it covenanted in favor of certain of its debtholders, that,
if prior to May 15, 2017, BancGroup or one of its subsidiaries,
purchases or redeems BancGroup Preferred Stock, BancGroup or its
subsidiaries will do so only if and to the extent that the total
redemption or purchase price is equal to or less than designated
percentages of the net cash proceeds that BancGroup or its
subsidiaries have received during the 180 days prior to the
redemption or purchase from the issuance of BancGroup common
stock, non-cumulative perpetual preferred stock or certain other
securities or combinations of securities satisfying the
requirements of the Replacement Capital Covenant.

BancGroup's covenants in the Replacement Capital Covenant run in
favor of persons that buy, hold or sell BancGroup's indebtedness
during the period that such indebtedness is "Covered Debt", which
is currently comprised of Colonial's 7.875% Trust Preferred
Securities due October 1, 2033, bearing CUSIP No. 19560Q203.
Other debt will replace BancGroup's Covered Debt under the
Replacement Capital Covenant on the earlier to occur of (i) the
date two years prior to the maturity of the existing Covered Debt
and (ii) the date of a redemption or purchase of the existing
Covered Debt in an amount such that the outstanding principal
amount of the existing Covered Debt is or will become less than
$100 million.

If BancGroup voluntarily or involuntarily liquidates, dissolves or
winds up, the holders of BancGroup Preferred Stock at the time
outstanding will be entitled to an amount equal to $1,000 per
share, plus an amount equal to the undeclared dividends from the
most recent Dividend Payment Date to, but not including, the date
the liquidation payment is made, out of BancGroup's assets legally
available for distribution to its shareholders, before any
distribution of assets is made to holders of BancGroup's common
stock or any securities ranking junior to the BancGroup Preferred
Stock, subject to the rights of the holders of any series of
BancGroup's preferred stock ranking on a parity with the BancGroup
Preferred Stock -- BankGroup Parity Stock.

After payment of the full amount of the liquidating distributions
to which they are entitled, the holders of the BancGroup Preferred
Stock will have no right or claim to any of BancGroup's remaining
assets.  In the event that, upon any such voluntary or involuntary
liquidation, dissolution, or winding-up, BancGroup's available
assets are insufficient to pay the amount of the liquidation
distributions on all outstanding BancGroup Preferred Stock and the
corresponding amounts payable on any other securities of equal
ranking, then the holders of the BancGroup Preferred Stock and any
other securities of equal ranking will share ratably in any such
distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively
entitled.

For such purposes, BancGroup's consolidation or merger with or
into any other entity, the consolidation or merger of any other
entity with or into it, or the sale of all or substantially all of
BancGroup's property or business, will not be deemed to constitute
its liquidation, dissolution, or winding-up.

Holders of BancGroup Preferred Stock will not have any voting
rights, including the right to elect any directors, except on
certain instances.

                 FDIC Probe & Going Concern Doubt

As reported by the Troubled Company Reporter on August 12, 2009,
Colonial BancGroup was informed by the U.S. Department of Justice
on August 6, 2009, that it is the target of a federal criminal
investigation relating to the Company's mortgage warehouse lending
division and related alleged accounting irregularities.
BancGroup's management and board of directors are assessing the
impact of the events on the Company's financial position and
results of operations, and as a result, BancGroup has been unable
to file its Quarterly Report on Form 10-Q for the period ended
June 30, 2009 within the prescribed time period.

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

                     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.

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'.


COLONIAL BANCGROUP: DBRS Assigns 'C' Rating to Preferred Stock
--------------------------------------------------------------
DBRS has withdrawn the preferred stock rating of CBG Florida REIT
Corp. (CBG) and has assigned a 'C' rating to Colonial BancGroup,
Inc's preferred stock.  The rating actions follow Colonial's
disclosure in an 8-K filing of an exchange of CBG's preferred
stock for Colonial's preferred stock.  Concurrently, DBRS has
placed Colonial's preferred stock rating Under Review with
Negative Implications.

                       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.

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

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

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


COOPER-STANDARD: Canada Unit's CCAA Restructuring Database
----------------------------------------------------------
Applicant filing petition under the Companies' Creditors
Arrangement Act:

* Cooper-Standard Automotive Canada Limited

CCAA Petition Date:  August 4, 2009

Court:  Ontario Superior Court of Justice (Commercial List)

Canadian Judge: The Honorable Justice Sidney N. Lederman

Applicant's Lawyers:

  Davies Ward Phillips & Vineberg LLP
  Barristers & Solicitors
  44th Floor, 1 First Canadian Place
  Toronto, ON M5X 1 B1

  Jay A. Swartz (LSUC #15417L)
  Robin Schwill (LSUC #384521)
  Tel: (416) 863-0900
  Fax: (416) 863-0871

CCAA Monitor: RSM Richter Inc.

                       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 FrA res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

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

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


COOPER-STANDARD: Intends to Pay $3.5 Mil. in Prepetition Taxes
--------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors sought
and obtained court approval to earmark as much as $3.5 million to
pay their pre-bankruptcy taxes and other charges.

As of August 3, 2009, the Debtors estimate that they owe not more
than $3.5 million in taxes and other charges, which consist of:

    Sales and Use Taxes               $300,000
    Franchise Taxes                   $173,000
    Real/Personal Property Taxes    $2,637,000

The Debtors also have to pay business license fees, registration
fees, annual reporting fees and other charges to operate their
business.  The Debtors estimate that the cost associated with
those fees is approximately $2,625 for this year.

In connection with the Debtors' request, the Court authorized all
concerned banks and financial institutions to honor prepetition
wire transfer requests or checks issued by the Debtors.  It also
authorized the Debtors to issue postpetition checks or to effect
postpetition fund transfer requests as replacement of those
checks or requests relating to taxes that have been dishonored or
rejected.

All payments arising from or in connection with the Debtors'
request will be subject to any interim and final orders
authorizing the "debtor-in-possession financing," and related
budgets and projections approved by the Court.

                       About Cooper-Standard

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

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

                     http://www.cooperstandard.com/

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

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

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

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


COOPER-STANDARD: Proposes Kurtzman Carson as Claims Agent
---------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors sought
and obtained court approval to employ Kurtzman Carson Consultants
LLC as their notice, claims and solicitation agent.

Attorney for the Debtors, Michael Merchant, Esq., at Richards,
Layton & Finger P.A., in Wilmington, Delaware, says the Debtors
selected the firm because of its substantial experience in
providing comprehensive Chapter 11 administrative services.  The
firm, he pointed out, also acted as the official agent in many
large bankruptcy cases.

As the Debtors' notice, claims and solicitation agent, Kurtzman
is tasked to:

  (1) prepare and serve required notices in their cases;

  (2) file with the Court within seven days after the mailing of
      a particular notice, a copy of the notice served with a
      certificate of service attached indicating the name and
      complete address of each party served;

  (3) receive, examine, and maintain copies of all proofs of
      claim and proofs of interest filed in the Chapter 11
      cases;

  (4) maintain official claims registers in the Chapter 11 cases
      by docketing all proofs of claim and proofs of interest in
      a claims database;

  (5) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e).

  (6) revise the creditor matrix after the objection period
      expires;

  (7) record any order entered by the Court which may affect a
      claim by making a notation on the claims register.

  (8) monitor the Court's docket for any claims related pleading
      filed and making necessary notations on the claims
      register;

  (9) maintain a separate claims register for each debtor if the
      Chapter 11 cases are jointly administered;

(10) file a quarterly updated claims register with the Court in
      alphabetical and numerical order, and if there was no
      claims activity, a certification of no claim activity may
      be filed;

(11) maintain an up-to-date mailing list of all creditors and
      all entities that have filed proofs of claim, proofs of
      interest or request for notices in the case and provide
      that list to the Court or any interested party upon
      request within 48 hours;

(12) provide access to the public for examination of claims and
      the claims register at no charge;

(13) forward all claims, an updated claims register and an
      updated mailing list to the Court within 10 days of entry
      of an order converting a case or within 30 days of entry
      of a final decree;

(14) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

(15) comply with applicable federal, state, municipal and
      local statutes, ordinances, rules, regulations, orders and
      other requirements;

(16) provide temporary employees to process claims as
      necessary;

(17) promptly comply with further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe; and

(18) provide other claims processing, noticing and
      administrative services as may be requested from time to
      time by the Debtors.

The Debtors agree to pay Kurtzman for its services, expenses and
supplies at the rates or prices set by the firm.  Kurtzman will
receive a retainer for $75,000 for its services and expenses
incurred in connection with its employment.

In an affidavit, Michael Frishberg, Vice-President of Corporate
Restructuring Services of Kurtzman, said his firm does not hold
or represent interest adverse to the Debtors' estates.  He
assured the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                       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 FrA res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

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

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


COUNTRY COACH: Recreation Live to Buy 6 Motor Coaches, 50% Stake
----------------------------------------------------------------
Tim Christie at The Register-Guard reports that Recreation Live
LLC will buy six motor coaches from Country Coach LLC and invest
about $4 million in return for a 50% equity stake in the Company.

The Register-Guard relates that Recreation Live said in a July 14
letter of intent with County Coach that it would purchase six
coaches per month until January 1, 2010, then eight units per
month for the next six months, then 12 units per month after that,
and open at least three "factory stores."  This is part of a
proposed deal that would allow Country Coach to emerge from
Chapter 11 bankruptcy, the report says.

The proposed deal calls for Recreation Live to own half of Country
Coach, but Country Coach executives are weighing "many other
prospective offers" for the other half of the Company, The
Register-Guard says, citing Country Coach spokesperson Matt
Howard.

Court documents say that Country Coach asked U.S. Bankruptcy Judge
Albert Radcliffe to authorize the Company to pay Recreation Live a
$100,000 "break-up" fee, plus up to $100,000 in expenses, if
another party comes in with a better offer for the Junction City
coach maker.  The Register-Guard states that the fee would be paid
from the proceeds of any alternative deal that emerges.

A hearing on the motion will be held on September 2, The Register-
Guard says.

According to The Register-Guard, Country Coach has until August 31
to file a reorganization plan.

Country Coach, LLC -- http://www.countrycoach.com/-- is a
Highline motorcoach builder.  Country Coach was founded in 1973
and has a 508,000 square feet manufacturing facility in Junction
City, Oregon.

Country Coach was sent to Chapter 11 less than two months after
its owner, National R.V. Holdings Inc., reorganized in court.
National R.V., had its reorganization plan approved by a judge in
December.  The Perris, California based company sought Chapter 11
protection in November 2007, listing assets of $54.4 million
against debt of $30.1 million.

In September, Country Coach completed a restructuring plan aimed
at stemming a sharp decline in sales volume to due market
pressures.  In its eight-month restructuring, Country Coach cut
its size by 50%, reduce staffing and inventory.  Country Coach
LLC's key investors, led by Bryant Riley, also reaffirmed their
commitment towards the company.  "Adding to the millions of
dollars this group has invested in Country Coach since February
2007, the investing partners have committed an additional
$6 million in new cash to ensure the company can maintain an
aggressive position relative to product quality, lean
manufacturing initiatives and new R & D projects like the exciting
new Veranda line of coaches," a September 2008 release said.


COYOTES HOCKEY: Largest Creditor Now Backing Reinsdorf Bid
----------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that SOF
Investments, the largest secured creditor in Phoenix Coyotes'
Chapter 11 bankruptcy case, told the U.S. Bankruptcy Court that it
is supporting Jerry Reinsdorf's $148 million bid to acquire the
team.  Michael Dell's SOF Investments said that it was happy with
the offer by the owner of the Chicago Bulls and Chicago White Sox,
which includes reworking debts to the creditor.  The National
Hockey League also supports Mr. Reinsdorf, while opposing a $213
million offer from Research in Motion CEO Jim Balsillie.

As reported by the TCR on August 7, 2009, Judge Redfield T. Baum
of the U.S. Bankruptcy Court for the District of Arizona held that
Jim Balsillie's $212.5 million offer -- which requires a move by
the team to Canada -- must be included in the September 10 auction
for the National Hockey League franchise.  The Globe and Mail
reported in early August that Balsillie's bid was included in the
auction in light of the fact that bids by Jerry Reinsdorf and Ice
Edge Holdings LLC, which both contemplate on keeping the team in
Arizona, have yet to be finalized.  Globe and Mail also pointed
out that Judge Baum, in his decision to include Mr. Balsille's
bid, noted that lawyers for largest creditor, computer tycoon
Michael Dell, wanted Mr. Balsille's bid included since it was the
only one that offered to settle its $80 million debt in cash and
in full.

Judge Baum previously approved a two-phase auction for Coyotes
Hockey's main asset.  Under the rules, an auction for bids that
would keep the team in Glendale, Arizona was scheduled for August
5.  If bids were unsatisfactory, an auction that would accept
relocation bids will be held September 10.  The original auction
rules preferred local bids after the NHL had argued that
transferring the team without its consent would be illegal.

                       Parties' Depositions

Bob Baum at The Associated Press states that NHL agreed to allow
depositions from commissioner Gary Bettman, deputy commissioner
Bill Daly, and two of the league's owners in the Phoenix Coyotes'
bankruptcy proceedings.  NHL, according to The AP, also agreed to
provide Boston Bruins owner Jeremy Jacobs and Minnesota Wild owner
Craig Leipold for questioning.

According to The AP, NHL wants the Hon. Redfield T. Baum of the
U.S. Bankruptcy Court for the District of Arizona to reject the
proposed deposition of Toronto Maples Leafs owner Richard Peddie.

Mr. Balsillie's lawyers, The AP says, want to question Mr. Peddie
over what role Maple Leafs might play in the proposed relocation
of Phoenix Coyotes to Hamilton, Ontario.  The relocation issue is
moot, as the NHL board of governors overwhelmingly rejected Mr.
Balsillie as an owner, the report states, citing NHL.

The AP reports that Judge Baum has scheduled a September 2 hearing
on whether he should disregard the NHL board's 26-0 rejection of
Mr. Balsillie and designate him a qualified bidder for the team.

                        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.


CRM USA: AM Best Affirms Trust Preferred Securities at 'BB'
-----------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
A- (Excellent) and issuer credit rating (ICR) of "a-" of Majestic
Insurance Company (San Francisco, CA).  Additionally, A.M. Best
has affirmed the FSR of B++ (Good) and ICR of "bbb" of Twin
Bridges (Bermuda) Ltd. (Hamilton, Bermuda).  Both companies are
subsidiaries of CRM Holdings, Ltd. (Hamilton, Bermuda) [NASDAQ:
CRMH].

A.M. Best also has affirmed the ICRs of "bbb-" of CRM Holdings,
Embarcadero Insurance Holdings, Inc. (San Francisco, CA) and CRM
USA Holdings, Inc. (Wilmington, DE).  Concurrently, A.M. Best has
affirmed the debt ratings of "bb" on the trust preferred
securities of CRM USA and the surplus notes of Embarcadero.  The
outlook for all ratings is negative.

The ratings of Majestic reflect its solid capitalization,
profitable operating results, stabilization of its loss reserves
and its expertise within its specialty workers' compensation
markets.

Offsetting these strengths is the adverse loss reserve development
reported in Majestic's earlier years, a recent shift in the
company's book of business to smaller risks and new geographic
areas, the reduced financial flexibility of CRM Holdings, as well
as some concern over Majestic's ability to meet performance
projections while maintaining prudent capitalization levels.

The ratings of Twin Bridges recognize its solid capitalization,
favorable underwriting and operating performance to date and
management's experience in the excess workers' compensation
reinsurance market for self-insured groups.

Offsetting these strengths is the significant decline in Twin
Bridges' overall capitalization following management's decision to
reallocate capital within the overall CRM group, the relative
immaturity of the company's loss reserves and the concentration in
a single line business.
The following debt ratings have been affirmed:
CRM USA Holdings, Inc.:
  -- "bb" on $35 million 8.65% junior subordinated debt
     securities, due 2036
Embarcadero Insurance Holdings, Inc.:
  -- "bb" on $8 million LIBOR+ 4.2% surplus notes, due 2033

As reported by the TCR on July, 22, 2008, A.M. Best has removed
from under review with negative implications and affirmed the debt
ratings of "bb" of the trust preferred securities of CRM USA
Holdings, Inc., and the "bb" of the surplus notes of Embarcadero
Insurance Holdings, Inc.  The outlook assigned to all ratings is
negative.


CRUCIBLE MATERIALS: Delays Plant Shutdown to Find Buyer
-------------------------------------------------------
Crucible Materials Corporation, also known as Crucible Specialty
Metals, has delayed its planned closure to give potential buyers a
chance to watch its steel mill in Geddes, in Syracuse, New York,
in action, Charley Hannagan at The Post-Standard reports.

Crucible Materials, according to The Post-Standard, has been
trying to sell Geddes mill and a mill-and-research center in
Pittsburgh, Pennsylvania  The Post-Standard states that Crucible
Specialty told its 675 local employees it would close on August 28
unless it could find a buyer, secure suitable financing or
reorganize in Chapter 11.

Crucible Specialty told the United Steel Workers of America on
Monday that it will keep the plant open through the first three
weeks of September, The Post-Standard relates, citing Steel
Workers' subdistrict director Richard J. Knowles.

Based in Syracuse, New York, Crucible Materials Corporation -- 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 is currently
employee-owned.  Its Web site is http://www.crucible.com/

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.


DAE AVIATION: S&P Downgrades Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on DAE
Aviation Holdings Inc., including lowering the corporate credit
rating to 'B-' from 'B'.  In addition, S&P removed the ratings
from CreditWatch, where S&P had placed them with negative
implications on January 30, 2009.  The outlook is negative.

The ratings downgrade reflects constrained liquidity due to tight
covenant compliance, poor credit protection measures resulting
from high debt levels and low, but improving, profitability, and a
significant deterioration in the business aviation market.

Poor profitability, due largely to losses at DAE Aviation's
business aircraft completions business (5%-10% of sales) resulted
in deteriorating credit protection measures in 2008 and tightening
covenant compliance, despite the company paying down more than
$350 million of debt by using proceeds from a divestiture.  In
addition, high fuel prices, the weakening economy, and lower
corporate profitability resulted in declining business jet usage,
a trend that continued into the first half of 2009.  Customers
have also been cancelling and deferring orders for new aircraft,
which could result in lower demand for DAE Aviation's maintenance
services in the future.  As a result, DAE Aviation's revenues from
this market (25%-30% of revenues) have declined significantly.

Standard & Poor's expects efforts to improve profitability and
growth in some markets to largely offset weakness in the business
aviation market.  However, credit protection measures are likely
to remain weak and tight covenant compliance leaves little room
for any deterioration in operating performance.

"We could lower the ratings if profitability does not improve as
S&P expected, or if further deterioration in the business aviation
market or other key segments result in a covenant violation," said
Standard & Poor's credit analyst Christopher DeNicolo.

"Although unlikely in the near term, S&P could revise the outlook
to stable if key markets stabilize, profitability increases more
than S&P expect, and liquidity improves," he continued.


DELPHI CORP: European Union OKs Plants Purchase by GM
-----------------------------------------------------
The European Commission on August 13 said it has approved under
the EU Merger Regulation the proposed acquisition of Delphi
Steering Business and of four U.S. sites of Delphi Corporation, a
U.S. manufacturer of automotive components by the US car
manufacturer General Motors.  The Commission concluded that the
transaction would not significantly impede effective competition
within the European Economic Area or a substantial part of it and
has therefore approved the concentration.

GM manufactures and sells cars and commercial vehicles worldwide.
GM intends to acquire Delphi Steering Business and four U.S sites
of the US automotive component supplier Delphi (the Targets).  The
Targets are globally active in the design, manufacture and sale of
a great number of automotive components for various fields of use.

This transaction relates to the clearance decision M.5500 whereby
GM intends to acquire control of Delphi Steering Business. This
new transaction enlarges the scope of the original merger since it
includes four US sites. The newly included sites are not active in
the same automotive components.

The Commission's examination of the transaction showed that for
all automotive components, the merged entity will have very small
market shares and will continue to face several strong, effective
competitors with significant market shares. Also, Delphi is a
major supplier of GM's vehicle manufacturing activities.

The Commission thus concluded that the proposed transaction does
not raise competition concerns.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

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

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

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


DETROIT PUBLIC SCHOOLS: Manager May Decide on Bankr. This Month
---------------------------------------------------------------
Alex P. Kellogg at The Wall Street Journal reports that Robert
Bobb, emergency financial manager for Detroit Public Schools, is
expected to decide this month whether the school district should
file for Chapter 9 bankruptcy.

The Journal says that DPS has an estimated budget deficit of
$259 million.

Citing Wayne County prosecutor Kym Worthy, The Journal relates
that five employees of the Detroit public school system were
charged on Wednesday with multiple felonies as part of a probe
into alleged corruption and the loss of tens of millions of
dollars in school funds.  The report says that the defendants, if
convicted, could face decades in prison, as Michigan law allows
harsh penalties for public officials found guilty of wrongdoing.

According to The Journal, eight felony embezzlement charges were
filed against:

     -- a district administrative staffer and a high-school
        teacher's aide who both allegedly embezzled more than
        $50,000;

     -- a clerical worker at an elementary school, who allegedly
        wrote checks and withdrew $25,000 of the district's money;
        and

     -- a food-services employee, allegedly stole more than $400
        of lunch money at another elementary school.

The Journal notes that the losses alleged in the charges are a
fraction of the improper expenses uncovered since the state sent
Mr. Bobb to straighten out the city's ailing school system.

The Journal states that according to findings of a probe launched
by Mr. Bobb, paychecks went to 257 "ghost" employees who have yet
to be accounted for.  Citing Mr. Bobb, the report says that about
500 illegal health-care dependents he uncovered have cost the
district millions.

"We can not allow people to use DPS as their personal welfare
system," but there there has been a "tendency to over-dramatize
the level of corruption and the financial impact," The Journal
quoted Keith R. Johnson -- president of the Detroit Federation of
Teachers, which represents 7,700 teachers and is currently
negotiating a new contract with the district -- as saying.

Detroit Public Schools is a school district that covers all of the
city of Detroit, Michigan, United States.  The district had 194
schools as of 2008.


DEX MEDIA WEST: Earns $30.6 Million in Quarter Ended June 30
------------------------------------------------------------
Dex Media West LLC reported a net income of $30.6 million for
three months ended June 30, 2009, compared with a net loss of
$150.0 million for the same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $38.3 million compared with a net loss of $787.2 million
for the same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $4.8 billion, total liabilities of $3.6 billion and owners'
equity of $1.2 billion.

                           Going Concern

The Company's management said that there is substantial doubt
about its ability to continue as a going concern for a reasonable
period of time.  The assessment of the Company's ability to
continue as a going concern was made by management considering,
among other factors: (i) its Chapter 11 bankruptcy filing on
May 28, 2009; (ii) the current global credit and liquidity crisis;
(iii) the significant negative impact on its operating results and
cash flows from the overall downturn in the global economy and an
increase in competition and more fragmentation in the local
business search market; (iv) that certain of its credit ratings
have been downgraded; and (v) that its parent company, R.H.
Donnelley Corporation's common stock ceased trading on the New
York Stock Exchange on December 31, 2008, and is now traded over-
the-counter on the Pink Sheets.

A full-text copy of the Company's Form 10Q is available for free
at http://ResearchArchives.com/t/s?418c

                   About Dex Media West LLC

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly-owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly-owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.  The Garden City
Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News.  The newsletter tracks the Chapter 11
proceedings of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-700


DIRECTV HOLDINGS: Fitch Upgrades Issuer Default Rating From 'BB'
----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating assigned to
DIRECTV Holdings LLC to 'BBB-' from 'BB'.  Additionally, Fitch has
upgraded the senior unsecured notes issued by DIRECTV to 'BBB-'
from 'BB' and the company's senior secured credit facility to
'BBB' from 'BB+'.  The Rating Outlook has been revised to Stable
from Positive.  DIRECTV is a wholly owned subsidiary of The
DIRECTV Group, Inc.  Approximately $5.8 billion of debt as of
June 30, 2009, is affected.

Fitch's rating actions follows the company's announcement that
DTVG's board of directors approved a more conservative leverage
(debt-to-EBITDA) target of 2.5 times (x).  Fitch had acknowledged
for some time that DIRECTV's credit and operating profile was
strong within the 'BB' rating category, and indicated that a key
consideration for positive rating action was the extent to which
DTVG levers DIRECTV's balance sheet to fund shareholder friendly
actions and other investments.  The company's new leverage policy
is more supportive than management's previous target of 3.0x to
3.5x, and when combined with DIRECTV's strong operating profile
and Fitch's expectation for continued generation of free cash flow
(before dividends to DTVG) reflective of an investment grade
credit profile.

Fitch does not expect DTVG to rapidly increase leverage to its new
target.  DIRECTV's leverage as of June 30, 2009, was 1.3x on a
last 12 months basis, and no debt is outstanding at DTVG.  Once
the merger with Liberty Entertainment, Inc., is finalized (Fitch
anticipates the merger will close by year end 2009) DTVG's
leverage pro forma for the $2 billion of LEI debt increases to
1.7x.  Fitch believes that returning capital to its shareholders
will remain a priority for the company as DTVG historically has
used free cash flow generated by DIRECTV to fund large share
repurchase programs.  As of June 30, 2009, approximately
$1.3 billion of capacity remains within DTVG's current share
repurchase authorization (Fitch notes that during July DTVG
repurchased approximately 18 million DTVG shares for $437 million,
reducing capacity to approximately $839 million).

Overall, the ratings for DIRECTV reflect the size and scale of
DIRECTV's operations as the second-largest multi-channel video
programming distributor in the United States, Fitch's expectation
for continued generation of free cash flow (before dividends to
DTVG), and the company's high level of financial flexibility.  The
ratings also incorporate DIRECTV's strong operating momentum
fostered by the company's strategy of targeting high quality
subscribers.  This strategy in Fitch's opinion yields higher
average revenue per user (ARPU), operating margins, and lifetime
subscriber revenue and cash flows while lowering subscriber churn
levels.

Rating concerns center on the evolving competitive landscape,
DIRECTV's lack of revenue diversity and narrow product offering
relative to its cable multiple system operator and growing
telephone company competition and, finally, DIRECTV's ability to
balance subscriber growth with growing operating margins and free
cash flow.  While the current economic environment has yet to
negatively affect DIRECTV's operating profile, the risk that a
slowing economy will weigh on DIRECTV's operating results during
2009 remains present within the company's credit profile.

The notching between DIRECTV's IDR and its senior secured rating
reflects the payment priority and assets pledged as security
associated with bank debt.  The Stable Rating Outlook incorporates
Fitch's expectation that the company will maintain its relative
competitive position and its operating profile will not
meaningfully deteriorate given the current economic climate.

Fitch has upgraded these ratings:

DIRECTV Holdings, LLC

  -- IDR to 'BBB-' from 'BB';
  -- Senior Secured Debt to 'BBB' from 'BB+';
  -- Senior Unsecured Debt to 'BBB-' from 'BB'.


DOLLAR THRIFTY: Deutsche Bank Amends Loan to Limits L/C Issuance
----------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., and the requisite
percentage of the lenders under the Company's senior secured
credit facility, dated as of June 15, 2007, as amended, which is
comprised of a revolving credit facility and a term loan, entered
into the Seventh Amendment to Credit Agreement limiting the
issuance of letters of credit as enhancement for future fleet
financing to 7% of the initial face amount of each series of asset
backed notes issued, up to the existing sub-limit under the Credit
Agreement of $100 million.

DTAG is required to pay to Bingham McCutchen LLP, special counsel
to Deutsche Bank Trust Company Americas, as administrative agent
and letter of credit issuer, all reasonable fees and expenses owed
to the firm.  To contact the firm:

     Bingham McCutchen LLP
     One State Street
     Hartford, Connecticut
     Attn: Anthony Goodman, Esq.
     Fax: (860) 240-2800
     Email: anthony.goodman@bingham.com

A full-text copy of the Seventh Amendment to Credit Agreement,
dated as of August 7, 2009, among Dollar Thrifty Automotive Group,
Inc., as borrower, Deutsche Bank Trust Company Americas, as
administrative agent and letter of credit issuer, and various
financial institutions as are party thereto, is available at no
charge at http://ResearchArchives.com/t/s?41a1

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is a Fortune
1000 company headquartered in Tulsa, Oklahoma.  The Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in more than 70 countries.  Dollar and Thrifty
have more than 700 corporate and franchised locations in the
United States and Canada, operating in virtually all of the top
U.S. and Canadian airport markets.  The Company's roughly 6,800
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

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

                          *     *     *

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  All ratings were
removed from CreditWatch, where they were initially placed with
negative implications on February 12, 2008, and subsequently
lowered three times and maintained on CreditWatch.  The outlook is
now negative.


DONNIE FLYNN KING: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Donnie Flynn King, Sr.
               Lou Wells King
               4605 Pine Hollow Drive
               Wilmington, NC 28409

Bankruptcy Case No.: 09-06765

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  PO Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293
                  Email: davidhaidt@embarqmail.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/nceb09-06765.pdf

The petition was signed by the Joint Debtors.


DYNEGY INC: Fitch Downgrades Issuer Default Rating to 'B-'
----------------------------------------------------------
Fitch Ratings has downgraded these ratings of Dynegy Inc., Dynegy
Holdings Inc. and Sithe/Independence Funding Corp.:

Dynegy Inc.

  -- Issuer Default Rating to 'B-' from 'B'.

Dynegy Holdings, Inc.

  -- IDR to 'B-' from 'B';
  -- Secured bank facilities to 'BB-/RR1' from 'BB/RR1';
  -- Second priority notes to 'BB-/RR1' from 'BB/RR1';
  -- Senior unsecured to 'B/RR3' from 'B+/RR3'.

Dynegy Capital Trust I

  -- Trust preferred to 'CCC/RR6' from 'CCC+/RR6'.

Sithe Independence Funding Corp.

  -- Secured bonds to 'BB-' from 'BB'.

Fitch revised the Rating Outlook to Negative from Stable.

The rating action recognizes the underperformance of Dynegy's
merchant generation operations and the correlation of its future
financial performance to the level of natural gas and power
prices, which are expected to remain volatile.  Operating EBITDA
and cash flow at Dynegy continues to be negatively affected by the
declines in power prices, and margin stability at the company has
proven to be elusive.  Fitch believes that Dynegy has taken steps
to increase the stability of its earnings and cash flow in 2009
and 2010 by contracting for 95% and 90% of its expected volumetric
output, respectively, however, credit metrics nevertheless are
forecasted to remain weak and are more appropriate to the lower
ratings level.

The credit profile benefits from Dynegy's strong liquidity
position and strong asset values as well as its intention to pay
down some of its nearer term maturities with proceeds from its
recent transaction.  Dynegy had $1.87 billion in available
liquidity as of August 3, 2009 consisting of $715 million in cash
and $1,158 million in available credit lines.  DYN's liquidity is
projected to be strong, however, continued weakness in power
prices, volatility in the price of natural gas, tightness in
capital markets, and with Dynegy's capital spending plans could
all pressure liquidity needs.  Fitch notes that the announced
transaction with LS Power is generally a credit positive as it
further supports the liquidity position and will allow Dynegy to
push out some of its maturities alleviating some refinancing risk.
Additionally, the recently announced credit facility amendments
should give Dynegy some needed covenant flexibility.

Fitch notes that for Dynegy, asset valuations are strong relative
to outstanding indebtedness.  Consequently, while margin pressure
may continue to hamper credit metrics, strong asset valuations
would lead to strong recoveries across the capital structure in
case of default.  Fitch assigns Recovery Ratings (RRs) to issuers
with IDRs in the 'B' category or below.  For competitive
generating companies like Dynegy, Fitch generates a theoretical
distressed enterprise value, calculated based on a discounted cash
flow evaluation of each individual power generating asset.  Based
on Fitch's power plant valuation model, secured debt holders could
expect strong recovery of claims in case of a default, which is
reflective of the 'RR1' rating on Dynegy's secured debt.  The
'RR3' rating on Dynegy's unsecured notes reflects expectations for
good (50%-70%) recovery on these obligations in a default
scenario.  The 'RR6' on the Trust preferred indicates poor (0%-
10%) recovery due to the subordinated nature of the issue.

The Outlook revision reflects expectations for continued weakness
in wholesale power prices and difficult capital market conditions
that serve to temper some of the credit implication of the above
mentioned transactions.  The Outlook also considers the
uncertainty surrounding Dynegy's earnings and cash flow stability
beyond 2010 should power prices fail to meaningfully recover.
Fitch notes that continued pricing pressure and failure of Dynegy
to hit its earnings estimates and execute on its planned cost
cutting initiative could result in further negative rating
actions.  Conversely, should Dynegy successfully weather the
current low price environment and execute on its announced plans,
Fitch would consider a positive rating action.

Fitch has also downgraded the rating of Sithe/Independence Funding
Corporation's secured bonds to 'BB-' from 'BB'.  Fitch continues
to view the project as a distinct entity, separate from the
project's owner.  However, in light of the Dynegy companies' dual
role as owner and off-taker as well as their current credit
ratings, Fitch views the project's credit profile as being closely
analogous to a separately secured financing of Dynegy and has
notched it as such.

Dynegy is engaged in the generation and sale of wholesale electric
power.  Dynegy owns approximately 12,950 megawatts of wholesale
power assets pro forma for the LS Power transaction.


EUROFRESH INC: May Now Send Plan to Creditors for Voting
--------------------------------------------------------
Arizona Daily Star reports that the Hon. Charles G. Case II of the
U.S. Bankruptcy Court for the District of Arizona said during a
hearing on Tuesday that he would sign an order approving
Eurofresh, Inc.'s disclosure statement.  With the approval of the
Disclosure Statement, Eurofresh may now send the Plan to creditors
for voting.

Eurofresh proposes to seek confirmation of its proposed Chapter 11
plan at a hearing on September 28.

As reported by the TCR on June 19, 2009, Eurofresh Inc. and its
debtor-affiliates delivered to the Bankruptcy Court a proposed
plan that contemplates the Debtors' continued operation as a going
concern.

Under the Plan, holders of existing credit facility secured
claims, miscellaneous secured claims, and convenience claims are
expected to receive 100% recovery.  Holders of general unsecured
claims and senior noteholder claims are expected to get between 5%
and 7% recovery under the plan.  The Debtors do not expect any
distribution to holders of discount noteholder claims,
subordinated debt securities claims and holders of equity
interests.  According to the explanatory disclosure statement,
claimants will receive these distributions under the Plan:

    i) holders of existing credit facility secured claims -- debt
       of $50 million secured by a blanket lien on substantially
       all assets of Eurofresh pursuant to a Credit and Guaranty
       Agreement dated as of March 25, 2008, signed by Silver
       Point Finance, LLC, as agent -- will receive a principal
       reduction payment of $7.5 million of the outstanding
       obligations under the existing credit documents and a
       rollover of all remaining obligations under the existing
       credit documents, to the extent allowed, into a new credit
       facility;

   ii) holders of miscellaneous secured claims will, on the
       effective date, either be reinstated, paid in full in cash
       or satisfied by the return of collateral;

  iii) holders of allowed convenience claims will receive the
       lesser of the allowed general unsecured claims of the
       holder or $1,000 paid in cash;

   iv) holders of allowed general unsecured claims will receive
       cash payments in an amount equal to the holder's pro rata
       share of the general unsecured claim fund; and

    v) holders of allowed senior noteholder claims will receive
       their pro rata share of:

         a) $10.0 million in face amount of PIK preferred stock;

         b) one million shares of New Common Stock; and

         c) certain proceeds of reserved shares under certain
            circumstances.

The Plan will be funded by new money financing and the issuance of
new common stock and PIK stock.  A total of $12.5 million in new
financing will be provided by Johan van den Berg and certain
noteholders -- holders of the $170,000,000 of 11-1/2% senior notes
due in 2013 issued by Eurofresh prepetition.  The $7.5 million of
the new money financing will be applied to reduce the principal
amount under the Existing Credit Documents and $5 million of which
will be used for working capital of Reorganized Eurofresh.

Bio Dynamics B.V./S.a.r.L., a Luxembourg company, company, which
is an affiliate, and under the direction, of Johan van den Berg,
will receive 40% of the stock of reorganized Eurofresh, the
Investing Noteholders 40%, 10% to Senior Noteholders and the
remaining 10% to be held in reserve.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3df6

A full-text copy of the Debtors' Chapter 11 plan of reorganization
is available for free at http://ResearchArchives.com/t/s?3df7

                       About Eurofresh Inc.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
Company and Eurofresh Produce Ltd., its affiliate, filed for
Chapter 11 on April 21, 2009 (Bankr. D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five
creditors to serve on the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  the Committee
retained Stutman, Treister & Glatt P.C. as counsel, and Lewis &
Roca L.L.P. as co-counsel.  The Eurofresh Inc., in its bankruptcy
petition, said it has assets worth $50 million to $100 million and
debts of $100 million to $500 million.


FARMERS MUTUAL INSURANCE: AM Best Rates Financial Strength at B-
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B (Fair) and issuer credit rating to "bb-" from "bb"
of Farmers' Mutual Insurance Company (Traverse City, MI).  The
outlook for both ratings is negative.

The ratings reflect Farmers' Mutual's continued unfavorable
operating performance trends that have caused surplus losses for
five consecutive years, as well as its geographic concentration of
risk within the northwestern portion of the lower peninsula of
Michigan.  This location exposes the company to frequent and
severe weather-related events.

These negative rating factors are partially offset by the
company's low underwriting leverage and consistent balance sheet
liquidity.  However, Farmers' Mutual's recent capital losses and
continued unfavorable underwriting performance support the rating
outlook.


FINLAY ENTERPRISES: Can Initially Use GE Capital's Cash Collateral
------------------------------------------------------------------
Hon. James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York authorized, on an interim basis, Finlay
Enterprises, Inc., and its debtor-affiliates to:

   -- use cash collateral of the prepetition agent and prepetition
      lenders; and

   -- provide adequate protection to the prepetition agent and
      prepetition lenders and for any diminution in value of their
      interests in the prepetition collateral, including the cash
      collateral.

A final hearing on the cash collateral motion is set for
August 19, 2009, at 11:00 a.m. (Eastern Time), in this Court.
Objections, if any, are due August 17, 2009, at 5:00 p.m. (Eastern
Time).

The Debtors are parties to the Fourth Amended and Restated Credit
Agreement dated as of November 9, 2007, with General Electric
Capital Corporation, as agent, L/C issuer, and lender, GE Capital
Markets, Inc., as sole bookrunner and joint lead arranger,
JPMorgan Securities Inc., as joint lead arranger, and Wachovia
Bank, NA, as documentation agent, and the lenders that are parties
thereto from time to time.  As of Finlay's petition date, the
outstanding principal amount of all loans under the prepetition
credit agreement was not less than $37,500,000, and $8,500,281
face amount of issued and outstanding letters of credit.

The Debtors also owe $24,745,869 under senior secured second lien
notes and $176,590,830 under senior secured third lien notes.

The Debtors granted security interests in and liens on
substantially all of the Debtors' existing and after acquired
personal and real property.

The Debtors related that they had an arm's-length negotiation with
the prepetition agents, prepetition lenders regarding the Debtors'
use of cash collateral to fund the continued operation of the
Debtors' businesses during the specified period.

In connection with the use of the cash collateral, the Debtors are
required to comply with these covenants:

   a) On or before August 17, 2009, the Court will have entered an
      order, in form and substance acceptable to the prepetition
      senior agent, approving sale procedures and scheduling an
      auction date and final sale hearing pursuant to the sale
      motion.

   b) By August 31, 2009, the Debtors will have completed an
      auction of substantially all of Debtors' assets.

   c) By September 1, 2009, the Court will have entered an order,
      in form and substance acceptable to the prepetition senior
      agent, approving the sale transaction.

   d) By September 3, 2009, the Debtors will close a sale
      transaction and deliver sufficient net proceeds of the sale
      to the prepetition senior agent in cash to repay all
      outstanding prepetition credit obligations in full.

   e) The Debtors and their advisors will provide the prepetition
      senior agent with telephonic reports of all sale efforts,
      expressions of interest and offers received periodically
      upon request.

A full-text copy of the budget is available for free at:

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

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: Gets Sept. 21 Schedules Filing Extension
------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York extended until September 21, 2009,
Finlay Enterprises, Inc., and its debtor-affiliates' time to file
their (i) schedules of assets and liabilities; (ii) schedules of
current income and current expenditures; (iii) schedules of
executory contracts and unexpired leases; and (iv) statements of
financial affairs.

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: Selling Orange Facility, Closing 129 Locations
------------------------------------------------------------------
Rob Varnon at The Connecticut Post Online reports that Finlay
Enterprises, Inc., has put its repair and warehouse facility at
205 Edison Road in Orange up for sale.

Finlay, The Connecticut Post says, is consolidating its operations
while it goes through the bankruptcy process.  It also filed plans
to close 129 retail locations, the report states.

Citing Angel Commercial senior vice president Brett Sherman, The
Connecticut Post relates that there have been people looking at
the place, which is listed for $5.5 million.  Mr. Sherman said
that the 75,530-square-foot facility is Class A warehouse and
distribution space, and has bulletproof windows and reinforced
walls and other security measures, the report states.

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.


FLEETWOOD ENTERPRISES: Judge OKs Sale of Housing Business to Cavco
------------------------------------------------------------------
Cavco Industries, Inc., said a federal bankruptcy judge approved
the sale of certain manufactured housing assets of Fleetwood
Enterprises, Inc. to Cavco and an investment partner, Third Avenue
Trust Value Fund, through FH Holding, Inc., their jointly owned
corporation, headquartered in Phoenix, Ariz.

FH emerged as the successful bidder for the assets during an
auction sale held on August 10, 2009.  FH will pay $26.6 million
for the assets subject to customary closing conditions and certain
post-closing purchase price adjustments.  In addition, FH will
assume certain liabilities of Fleetwood, including among other
things, certain warranty and contractual obligations.

The assets include seven operating manufactured housing plants,
one office building, one idled plant, all related equipment,
accounts receivable, inventory, certain trademarks and trade
names, intellectual property, and specified contracts and leases.
The operating manufactured housing plants are located in Nampa,
Ida.; Woodburn, Ore.; Riverside, Calif.; Waco, Tex.; Lafayette,
Tenn.; Douglas, Ga.; and Rocky Mount, Va. The idled plant, located
in Woodland, Calif., was added to FH's bid during the auction.

Joseph Stegmayer, Chairman, President and Chief Executive Officer
commented, "We are pleased to have the opportunity to bring aboard
Fleetwood's team of experienced, highly regarded people and to
integrate the strong Fleetwood brand and family of product
offerings with our own growing business. We have been patient in
seeking additional growth opportunities and believe that this
acquisition will be a positive long-term strategic move for Cavco
and our shareholders."

                   About Cavco Industries, Inc.

Cavco -- http://www.cavco.com/-- is a producer of manufactured
housing, park model homes, and vacation cabins in the United
States.  Headquartered in Phoenix, Ariz., Cavco has built a
reputation for quality and value since it opened for business in
1965. Cavco's factory-built homes are produced under various trade
names and in a variety of floor plans and price ranges.  The
company employs approximately 600 people and operates two
manufacturing plants in the Phoenix area and one in Seguin, Tex.

                  About Third Avenue Management

Third Avenue Management manages approximately $13 billion of
assets for private and institutional clients.  Most or all of
Third Avenue's proposed investment in FH Holding, Inc. will be
made by Third Avenue Value Fund, the company's flagship mutual
fund.


FONTAINEBLEAU: Court OKs Genovese as Committee's Co-Counsel
-----------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, the Bankruptcy
Court has authorized the Official Committee of Unsecured Creditors
in Fontainebleau Las Vegas Holdings LLC's Chapter 11 cases to
retain Paul J. Battista, Esq., and the law firm of Genovese
Joblove & Battista, P.A., as its co-counsel, nunc pro tunc to
June 22, 2009.

The limited objection to the Application filed by the Debtors is
overruled.  The Debtors asserted that the retention of two firms
as co-counsel is unnecessary and will unduly burden the estate
with excessive administrative expenses that may complicate its
efforts to confirm a plan of reorganization.

Genovese will be required to render, among others, these services
to the Committee:

  (a) advise the Committee with respect to its rights, powers,
      and duties in the Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with the creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtors and of the operation of the Debtors' business;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to the use of cash collateral, debtor-in-
      possession financing, the liquidation of assets and the
      terms of a plan or plans of reorganization;

  (t) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these Cases;

  (g) represent the Committee at all hearings and other
      proceedings in the cases;

  (h) review and analyze all applications, motions, orders,
      statements of operations, and schedules filed with the
      Court and advise the Committee as to their propriety;

  (i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

  (j) perform other legal services as may be required and are
      deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code.

The Firm will be paid based on its hourly rates:

Professional                Hourly Rate
------------                -----------
Paul J. Battista               $525
Glenn D. Moses                 $435
Heather L. Harmon              $330
Attorney                    $160 - $650
Associate Attorneys         $160 - $350
Legal Assistants             $85 - $160

The Debtors will pay Fox's fees and reimburse its expenses after
the filing of interim or final fee application and a hearing
consistent with the requirements of Sections 327, 330, and 331 of
the Bankruptcy Code, Rules 2002 and 2016 of the Federal Rules of
Bankruptcy Procedure and Local Rules 2016-1.

Paul J. Battista, Esq., an attorney and shareholder of Genovese
Joblove & Battista, P.A., assures the Court that his firm neither
holds nor represents any interest adverse to the Debtors and is a
"disinterested person" within the scope and meaning of Section
101(14) of the Bankruptcy Code.

A search of GJB's conflicts check system and the responses from
attorneys at GJB revealed certain connections with the Cases,
none of which, according to Mr. Batista, impairs GJB's
disinterestedness or constitutes any conflict of interest.  A
list of these connections is available for free at

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

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Court OKs Fox Rothschild as Co-Counsel
-----------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors in Fontainebleau Las Vegas Holdings LLC's
cases to retain Michael J. Viscount, Esq., and the law firm of
Fox Rothschild, LLP, as its co-counsel nunc pro tunc to June 22,
2009.

The limited objection to the Application filed by the Debtors is
overruled.  The Debtors asserted that the retention of two firms
as co-counsel is unnecessary and will unduly burden the estate
with excessive administrative expenses that may complicate its
efforts to confirm a plan of reorganization.


As co-counsel to the Committee, Fox is expected to:

  (a) advise the Committee with respect to its rights, powers,
      and duties in the Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with the creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtors and of the operation of the Debtors' business;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to the use of cash collateral, debtor-in-
      possession financing, the liquidation of assets and the
      terms of a plan or plans of reorganization;

  (t) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in the Cases;

  (g) represent the Committee at all hearings and other
      proceedings in the Cases;

  (h) review and analyze all applications, motions, orders,
      statements of operations, and schedules filed with the
      Court and advise the Committee as to their propriety;

  (i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

  (g) perform other legal services as may be required and are
      deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code.

In exchange for its services, Fox will be paid based on its
hourly rates:

  Professional                    Hourly Rate
  ------------                    -----------
  Michael J. Viscount, Jr.           $540
  Josefina Fernandez McEvoy          $600
  Josh Klein                         $335
  Kelly M. Cooper                    $220
  Attorneys                       $220 - $675
  Associate Attorneys             $220 - $450
  Legal Assistants                 $50 - $265

The Debtors will pay Fox's fees and reimburse its expenses
incurred after the filing of interim or a final application and a
hearing consistent with the requirements of Sections 327, 330, and
331 of the Bankruptcy Code, Rules 2002, 2016 of the Federal Rules
of Bankruptcy Procedure and Local Rules 2016-1.

Michael J. Viscount, Jr., Esq., an attorney and shareholder at
Rothschild LLP, relates that Fox does not have any connections
with the Debtors, their creditors, or any other party-in-
interest, or their attorneys and accountants, or the United
States Trustee or any person employed in the office of the
U.S. Trustee, except HSH NordBank.

Prior to the Petition Date, Mr. Vicount relates, one or more of
the Debtors filed a law suit in Nevada against various of the
Debtors' lenders including HSH Nor Bank.  Fox was retained and
served as local Nevada counsel to Kaye Scholer LLP on behalf of
HSH.  The representation of HSH in that matter was directed by
Kaye Scholer.  Fox had no direct contact with HSH, received no
confidential information from HSH concerning the matter, and the
services provided were limited to filing of pleadings in the
Federal Court located in Las Vegas, Mr. Viscount relates.

The only lawyers at Fox involved were three located in the firm's
Las Vegas office and one attorney in Philadelphia who secured the
representation, he adds.  The law suit was dismissed by the
Debtors prior to the Petition Date at which time the involvement
of Fox ceased with respect to the claims of the Debtors against
HSH.  In addition to the Debtors' lawsuit, HSH was also sued in
Nevada by other lender parties in connection with extensions of
credit to the Debtors.  Fox was in the process of finalizing the
terms of the same local counsel representation for Kaye Scholer
in the Lender's Action until the relationship was terminated by
Kaye Scholer.  Out of an abundance of caution, Fox has set up an
ethical screen around the four lawyers who provided local counsel
services in Nevada.  The four lawyers will have no role
whatsoever in the representation of the Committee in the Cases,
and no member of the firm's Financial Services and Bankruptcy
Department will have any access to the firm's files of HSH, Mr.
Viscount informs the Court.

Against this backdrop, Mr. Viscount assures the Court that his
firm does not hold any interest adverse to the Debtors and is a
"disinterested person" within the scope and meaning of Section
101(14) of the Bankruptcy Code.

                  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: Engagement of Moelis Approved on Interim Basis
-------------------------------------------------------------
The Bankruptcy Court issued a second interim order allowing the
Debtors to employ Moelis & Company LLC, as their financial
advisors and investment bankers, nunc pro tunc to the Petition
Date.

The Court authorized the Debtors to pay Moelis the firm's
"Monthly Fee" under the Engagement Letter plus expenses incurred,
until the conclusion of the final hearing on the application.

No other fees described in the Application were approved on an
interim basis.

A final hearing on the Application is scheduled for August 19,
2009, at 2:00 p.m., (Eastern Time).

In the event the Application is not granted on a final basis,
Moelis will be authorized to submit a fee application with the
Court for compensation for services rendered in the period
between the Petition Date and the Final Application Hearing,
including the right to seek payment of a Restructuring Fee,
Capital Transaction Fee or Sale Transaction Fee, as applicable.

Entry of the Interim Order is without prejudice to the rights of
any party-in-interest who has interposed a timely objection to
the Application, and any objection will be considered on a de
novo standard at the Final Application Hearing.

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

Specifically, Moelis is expected to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Debtors relate that Moelis will provide services concurrently
with the Citadel Derivatives Group LLC.  The Debtors believe that
it is in the best interests of their estates to retain both
Moelis and CDRG as financial advisors and investment bankers, and
have determined that each possess complementary, but distinct,
expertise necessary to assist them in effectuating a
Restructuring Transaction, Capital Transaction or Sales
Transaction.

The Debtors have proposed to pay Moelis based on this fee
structure:

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

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

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

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

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

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

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

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

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

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

        Each percentage, however, will be reduced:

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

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

            * indemnified persons specified in the Engagement
              Letter, or

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

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

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

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

                  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: Likely to Close Volvo Sale This Year, Sweden Says
-------------------------------------------------------------
Niklas Magnusson and Keith Naughton at Bloomberg News report
Swedish Industry Ministry State Secretary Joeran Haegglund said
Ford Motor Co. is likely to complete the sale of its Volvo Cars
unit in the latter part of this year.

Mr.  Haegglund declined to name any suitors for Gothenburg,
Sweden-based Volvo Cars.

Bloomberg relates Mr. Haegglund said Ford isn;t in the same rush
to dispose of the unit as General Motors Co. is with its proposed
sale of Saab Automobile.  "We're in touch with Ford and note all
rumors," Bloomberg quoted the Mr Haegglund as saying.  "Ford has a
slower pace than GM and Saab and we expect a sale will be
completed in the latter part of the year."

Citing Dagens Industri newspaper, Bloomberg discloses, Chinese
carmaker Geely Automotive Holdings Ltd. wants to buy a majority of
Volvo with an unidentified Swedish investor, possibly including
state pension funds, and let Ford keep a stake.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.

The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring to
achieve the same UAW concessions that General Motors and Chrysler
are likely to achieve as a result of the recently-approved
government bailout loans.  Such a balance sheet restructuring
would likely entail a loss for bond holders and would be viewed by
Moody's as a distressed exchange and consequently treated as a
default for analytic purposes.


FRONTIER AIRLINES: Republic Beats Southwest in Bankruptcy Auction
-----------------------------------------------------------------
Frontier Airlines Holdings, Inc. said August 13 that Republic
Airways Holdings, Inc. has been declared the winning bidder in the
auction to acquire Frontier.  The auction was conducted under
procedures established in Frontier's Chapter 11 bankruptcy cases.

Republic submitted the highest and best bid, which included
substantial improvements from its original investment proposal.
Republic waived virtually all conditions precedent to closing and
has advised Frontier that it yesterday received Hart-Scott- Rodino
antitrust clearance for the transaction.  Republic also agreed to
waive distributions on its $150 million prepetition unsecured
claim, which is expected to result in a 94 percent increase in the
distribution to Frontier's general unsecured creditors. The
selection of Republic's bid was made in consultation with the
Creditors' Committee appointed in Frontier's Bankruptcy Case.

"We appreciate the participation of both Republic and Southwest
Airlines in our auction process," said Frontier President and
Chief Executive Officer Sean Menke.  "We are pleased to have
Republic as a plan sponsor that will allow Frontier to emerge from
bankruptcy as a well-financed, competitive and sustainable
airline.  This plan provides for Frontier and Lynx to maintain
normal operations as a subsidiary of Republic, with further
capital and growth opportunities in the future.  This is also
great news because it is expected to preserve the jobs of most
Frontier employees, who have worked tirelessly to further build
our unique brand and deliver outstanding service to our customers.
I would be remiss if I didn't mention my 5,000 plus team members.
[The] announcement is the beginning of a wonderful new chapter for
this proud organization and would not have happened without the
hard work, dedication and sacrifice of them all."

"I look forward to welcoming Frontier to our Republic family,"
said Bryan Bedford, Chairman, President and CEO of Republic.
"Frontier has made impressive strides in returning to sustained
profitability in a challenging and uncertain economic environment.
We congratulate the employees of Frontier. Their commitment and
perseverance during the bankruptcy process has allowed the
Frontier brand to survive and thrive."

Frontier's unsecured creditors will continue voting on Frontier's
current proposed Plan of Reorganization, which is premised on a
Republic acquisition. Pursuant to its investment agreement,
Republic has agreed to purchase 100 percent of the stock of
Frontier Holdings upon its emergence from bankruptcy for $108.75
million, so long as certain conditions are met. Frontier Airlines
Holdings would become a wholly-owned subsidiary of Republic, an
airline holding company that owns Chautauqua Airlines, Midwest
Airlines, Mokulele Airlines, Republic Airlines and Shuttle
America.

Frontier currently expects to emerge from Chapter 11 this autumn.

              Frontier Supporters: Save the Airline

In light of the proposed takeover of Frontier Airlines, more than
80 employees and supporters of the airline marched down in
Denver, Colorado on August 4, 2009, in efforts to send messages
to save the Company and their jobs.

Participants held signs that said "Keep your khakis off our
animals" and "Save Flip the Dolphin!", blew noisemakers and
chanted "Save our tails," in reference to the well-known animals
on Frontier's aircraft.

In separate letters filed with the Court, Frontier workers and
customers expressed concern over the effects of the proposed
acquisition, notably endorsing Republic Holdings as the better
bidder.

According to Frontier First Pilot Officer Beverly Sinclair,
Republic Holdings' takeover plan is designed to "provide a path
for Frontier Airlines to continue to operate in its current
mode."

"Under the Republic Holdings plan, jobs will be retained,
competition will flourish, Colorado will retain a long time
business asset, [and] teamwork and entrepreneurial spirit will be
rewarded," Ms. Sinclair noted.

"Please evaluate this case with American entrepreneurial ideals
in mind, as well as the jobs that are on the line," she told the
Court.

Steven Stewart, a Frontier airlines frequent flier, asked Judge
Drain to "look beyond the strictly business and legal aspects" of
the potential takeover and think about the "other emotional
considerations," as the loss of the airline will be "extremely
tough for the Denver community."

"Frontier's employees deserve better than the eventual fate
waiting for them at Southwest Airlines," Mr. Stewart averred.

                 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: Union Contingencies Sink Southwest Bid
---------------------------------------------------------
Frontier Airlines Holdings, Inc. said August 13 that Republic
Airways Holdings, Inc. has been declared the winning bidder in the
auction to acquire Frontier.

Republic beat Southwest Airlines at the auction.  Southwest
Airlines formally submitted on August 10, 2009, a bid of more than
$170 million in cash to take over Frontier Airlines -- at least
$56 million more than it initially offered and  $61 million more
than what rival bidder Republic Airways Holdings had proposed.

"We said all along that we would only move forward on this deal if
it proved to be the right decision for our Employees and
financially prudent for our Company," said Gary Kelly, Southwest's
Chairman of the Board, President, and CEO.  "We have a mission to
preserve and protect our Culture and the best interests of our
Employees, Customers, and Shareholders.  This was a great
opportunity that required us to act fast.  A lot of people worked
very hard with every intention of making this work.  We were
fortunate to be in a position to examine the acquisition to see if
it was the right decision for Southwest Airlines.  We chose not to
amend our bid to remove the labor requirement, a key reason our
bid was not selected. Our congratulations to Republic Airways and
Frontier Airlines."

As stated in its initial statement of interest on July 30, 2009,
Southwest said there would be several contingencies to be resolved
for a deal to go through. Key in its position, Southwest was not
willing to remove the need for the two Pilot Unions to reach
agreement.  Southwest says its Culture and relationships with its
Employees are too important to compromise.

"Southwest remains committed to serving the Denver market with our
low fares and excellent Customer Service," Kelly said. "We began
serving Denver in 2006 with just 13 flights and have grown to
offer 112 nonstop daily flights today. We are very pleased with
the response we have seen to our service and growth in Denver, and
we will continue to compete vigorously in the market."

One of the contingencies in Southwest's proposal was that labor
groups from the two airlines would need to reach an agreement on
how the two Pilot Unions (SWAPA and FAPA) would work together.
Despite a good faith and diligent effort by all involved,
including the top leadership of the Southwest Airlines Pilots
Association (SWAPA) and the Frontier Airlines Pilots Association
(FAPA), who labored long into the night, the two unions were not
able to come to an agreement before the auction deadline. As a
result, Southwest's bid was deemed unacceptable.

According to Mary Schlangenstein at Bloomberg News, Southwest
Airlines Co., prior to the bidding, said it was "still a
participant" in a bankruptcy auction to buy Frontier Airlines
Holdings Inc. after the Southwest Airlines Pilots' Association a
union reported an impasse in talks to combine the carriers' pilot
groups.  Southwest, Bloomberg relates, told its pilot union it
would seek an extension of the auction until the two sides agree
on how to mesh seniority lists.

Southwest Airlines resumed talks with its pilots union last week
to consider a contract proposal from the union.  The airline and
the Southwest Airlines Pilots' Association have been engaged in
negotiations on a new contract agreement since it became amendable
in September 2006.  However, talks had ended in June after 51% of
pilots voted against a new five-year agreement offered by the
airline.

According to Ms. Schlangenstein should Southwest Airlines succeed
in acquiring Frontier Airlines, the pilots will have to negotiate
two more agreements.  She said Southwest would have to resolve (i)
how the two sets of pilots would operate until Frontier is merged
into Southwest, and (ii) how the pilot groups are combined on a
single seniority list.

                 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: Court OKs Entry Into ACG Aircraft Lease
----------------------------------------------------------
Judge Robert Drain approved in their entirety, and authorized
Frontier Airlines Inc. and its affiliates to enter into, (i) a
lease with Wells Fargo Bank Northwest, National Association,
involving one Airbus A320-214 aircraft on the terms contemplated
by the Letter of Intent between Frontier and ACG Trust III dated
July 10, 2009, and (ii) an aircraft lease agreement on the terms
contemplated by the ACG Term Sheet.

Wells Fargo is the owner trustee for the benefit of ACG as
lessor, for whom Aviation Capital Group Corp. is servicer.

Pursuant to Sections 105 and 362(d)(1) of the Bankruptcy
Code, the Court modified the automatic stay to the extent
necessary to enable Frontier, Wells Fargo and ACG, to perform
under the ACG Term Sheet and the Aircraft Lease Agreement.  Upon
the occurrence of a default under the terms of the Agreement, the
Stay will also be modified to the extent necessary to permit
Wells Fargo to enforce any and all of their rights and remedies
under the Agreement, including the suspension of its performance
and or termination.

The Debtors' and ACG's rights, obligations, remedies and
protections in the Agreement will survive the conversion,
dismissal or closing of the Chapter 11 cases, appointment of a
trustee, the confirmation of a plan or plans of reorganization,
or the substantive consolidation of the Cases.

In the event of a liquidation of Frontier's business or a
conversion of its cases into a Chapter 7, Wells Fargo will have
no claims or causes of action arising under or relating to the
lease of the Aircraft including any general unsecured claims.
However, Wells Fargo will be entitled to an administrative
expense claim for:

  * any unpaid lease rent and maintenance rent with respect to
    the period up to, and including, the surrender and return of
    the Aircraft and all records; and

  * any loss or damage sustained or incurred resulting from
    Frontier's failure to maintain the Aircraft.

In addition, Wells Fargo will be entitled to retain any deposit
payment or payment of lease rent or maintenance rent already
having been paid by the Debtors through the date of surrender of
the Aircraft.

In the event of any inconsistency between the provisions of the
Court's Order and the ACG Term Sheet or the Aircraft Lease
Agreement, the provisions of the Court's Order will govern, the
Court ruled.

                 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: Records 92% Mainline Load Factor for July
------------------------------------------------------------
Frontier Airlines Holdings, Inc. (OTC Bulletin Board: FRNTQ)
announced preliminary traffic results for July 2009 for both
Frontier's mainline operation and its wholly-owned subsidiary,
Lynx Aviation.  The Denver-based carrier reported a record
mainline load factor of 92.0% for the month.

    Mainline Results for July 2009:

    * Revenue passenger miles decreased 12.0 percent to
      862,264,000 and capacity (as measured by available seat
      miles) was down 16.0 percent to 937,415,000 from the same
      period last year.  This resulted in a record load factor
      of 92.0 percent, an increase of 4.2 points from July 2008.

    * The airline carried 961,418 passengers, a 10.5 percent
      decrease from the same period last year.

    * The airline's average length of haul decreased 1.8 percent
      to 897 miles.

    Lynx Aviation Results for July 2009:

    * Revenue passenger miles increased 14.1 percent to
      42,259,000 and capacity was up 6.6 percent to 55,007,000.
      This resulted in a record load factor for July 2009 of
      76.8 percent, an increase of 5.0 points over July 2008.

    * Lynx carried 127,378 passengers, a 17.4 percent increase
      from July 2008.

    * The airline's average length of haul decreased 2.6 percent
      to 332 miles.

Frontier estimates that mainline passenger unit revenue decreased
year-over-year by 7 to 8 percent in the month of July 2009.

These tables represent comparisons for the month of June year-
over-year, fiscal year-to-date and calendar year-to-date traffic
results for Frontier's mainline operations and for Lynx.

             Frontier Airlines Mainline Operations

                                                        Increase/
                            July 2009      July 2009     (Decrease) Percent
                          ---------      ---------     ----------   -------
Available Seat Miles      937,415,000  1,115,427,000  (178,012,000) (16.0%)
Revenue Passenger Miles   862,264,000    979,767,000  (117,503,000) (12.0%)
Load Factor                     92.0%          87.8%     4.2 points  NA
Revenue Passengers
Carried                      961,418      1,073,624      (112,206) (10.5%)
Passenger Yield (cents)         10.27          12.08         (1.81) (15.0%)
Passenger Revenue Per
Avail. Seat Mile (cents)        9.44          10.61         (1.17) (11.0%)
Average Length of Haul            897            913           (16) (1.8%)

                             Fiscal         Fiscal      Increase/
                           YTD 2010       YTD 2009     (Decrease)  Percent
                          ----------     ----------    ----------   -------
Available Seat Miles    3,635,286,000  4,299,717,000  (664,431,000) (15.5%)
Revenue Passenger Miles 3,115,046,000  3,642,386,000  (527,340,000) (14.5%)
Load Factor                     85.7%          84.7%     1.0 points   NA
Revenue Passengers
Carried                    3,459,914      3,903,906      (443,992) (11.4%)
Passenger Yield (cents)          9.60          10.96         (1.36) (12.4%)
Passenger Revenue Per
Avail. Seat Mile (cents)        8.23           9.28         (1.05) (11.3%)
Average Length of Haul            900            933           (33) (3.5%)

                           Calendar        Calendar       Increase/
                              YTD 2009      YTD 2008      (Decrease) Percent
                          ----------      ----------     ----------  -------
Available Seat Miles    6,244,883,000   7,414,144,000 (1,169,261,000)  (15.8%)
Revenue Passenger
Miles                    5,060,822,000  6,083,169,000 (1,022,347,000) (16.8%)
Load Factor                     81.0%          82.1%           (1.1)     NA
Revenue Passengers
Carried                    5,619,288      6,380,684       (761,396) (11.9%)
Passenger Yield (cents)          9.86          10.88          (1.02) (9.4%)
Passenger Revenue Per
Avail. Seat Mile (cents)        7.99           8.93          (0.94) (10.5%)
Average Length of Haul            901            953            (52) (5.5%)

                         Lynx Aviation

                                                          Increase/
                           July 2009      July 2009      (Decrease) Percent
                          ---------       ---------      ----------  -------
Available Seat Miles       55,007,000     51,588,000      3,419,000   6.6%
Revenue Passenger Miles    42,259,000     37,040,000      5,219,000  14.1%
Load Factor                     76.8%          71.8%     5.0 points    NA
Revenue Passengers
Carried                      127,378        108,492         18,886  17.4%
Passenger Yield (cents)         18.71          24.22         (5.51) (22.7%)
Passenger Revenue
Per ASM (cents)                14.38          17.39         (3.01) (17.3%)
Average Length of Haul            332            341            (9) (2.6%)

                             Fiscal         Fiscal      Increase/
                           YTD 2010       YTD 2009     (Decrease) Percent
                          ----------     ----------    ----------   -------
Available Seat Miles      203,294,000    184,296,000    18,998,000  10.3%
Revenue Passenger Miles   132,538,000    119,164,000    13,374,000  11.2%
Load Factor                     65.2%          64.7%    0.5 points   NA
Revenue Passengers
Carried                      392,301        343,659        48,642  14.2%
Passenger Yield (cents)         18.81          22.61        (3.80) (16.8%)
Passenger Revenue
Per ASM (cents)                12.26          14.62        (2.36) (16.1%)
Average Length of Haul            338            347           (9) (2.6%)

                           Calendar        Calendar       Increase/
                              YTD 2009       YTD 2008      (Decrease) Percent
                          ----------      ----------     ----------  -------
Available Seat Miles      340,039,000    332,521,000      7,518,000  2.3%
Revenue Passenger Miles   205,999,000    208,719,000    (2,720,000) (1.3%)
Load Factor                     60.6%          62.8%   (2.2 points)   NA
Revenue Passengers
Carried                      605,960        546,111         59,849  11.0%
Passenger Yield (cents)         19.84          20.74         (0.90) (4.3%)
Passenger Revenue
Per ASM (cents)                12.02          13.02          (1.0) (7.7%)
Average Length of Haul            340            382           (42) (11.0%)

                 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: Teamsters to Hold Vote on New Contract Aug. 20
-----------------------------------------------------------------
Frontier Airlines and the International Brotherhood of Teamsters,
Local 961, announced on August 6 entry 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 IBT-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 IBT
leadership, will now be put before Frontier's maintenance
employees for a ratification vote.  The IBT anticipates it will
hold the ratification vote on the agreement and count ballots by
August 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."

                 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: Judge Gropper Declines to Drop SPE's Ch. 11 Cases
-----------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York denied the motions filed by ING
Clarion Capital Loan Services; Helios AMC, LLC; Metropolitan Life
Insurance Company; and KBC Bank N.V. seeking to dismiss the
Chapter 11 cases of some affiliates of General Growth Properties,
Inc.

Each of ING Clarion, Helois, MetLife and KBC Bank is a secured
lender with a loan to one of the Debtors whose Chapter 11 cases
they asked to be dismissed.  The primary ground on which dismissal
is sought is that the Subject Debtors' cases were filed in bad
faith.  ING Clarion also asserted that one of the Subject Debtors,
Lancaster Trust, was ineligible to file for bankruptcy because
Lancaster Trust as an Illinois land trust.

ING Clarion sought for the dismissal of the Chapter 11 cases of
Bakersfield Mall LLC; RASCAP Realty, Ltd.; Visalia Mall, L.L.C.;
GGP-Tucson Mall L.L.C.; Lancaster Trust; HO Retail Properties II
Limited Partnership; RS Properties Inc.; Stonestown Shopping
Center L.P.; and Fashion Place, LLC.

Helios sought for the dismissal of the Chapter 11 cases of Faneuil
Hall Marketplace, LLC; and Saint Louis Galleria L.L.C.

MetLife and KBC Bank sought for the dismissal of the Chapter 11
cases of Providence Place Holdings LLC; Rouse Providence LLC;
White Marsh Mall LLC; White Marsh Mall Associates; White Marsh
Mall Phase II Associates; White Marsh General Partnership; Howard
Hughes Properties, Limited Partnership; 10000 West Charleston
Boulevard LLC; 9901-9921 Covington Cross, LLC; and 1120/1140 Town
Center Drive, LLC.

ING Clarion, Helois, MetLife and KBC Bank contended that the
Chapter 11 filings of the Subject Debtors were, in effect,
premature on the grounds that the Subject Debtors were not in
financial distress at the time of filing, where the prospect of
liability was speculative, and where there was evidence that the
filing was designed to obtain a litigation advantage.

Judge Gropper, in a 47-page memorandum of opinion, held that the
record on the Dismissal Motions demonstrates that the Subject
Debtors were in varying degrees of financial distress in April
2009.  Loans to four of the Subject Debtors had cross-defaulted to
the defaults of affiliates or would have been in default as a
result of other bankruptcy petitions.  Of the loans to the
remaining sixteen Subject Debtors, one had gone into hyper-
amortization in 2008.  Interest had increased by 4.26%.  Five of
the Subject Debtors had mortgage debt maturing or hyperamortizing
in 2010, two in 2011, and one in 2012.  The remaining seven
Subject Debtors were either guarantors on maturing loans of other
entities or their property was collateral for a loan that was
maturing, or there existed other considerations that in the
Debtors' view placed the loan in distress, like a high loan-to-
value ratio.

Judge Gropper pointed out that the Debtors' determination that the
Subject Debtors were in financial distress was made in a series of
Board meetings following substantial financial analysis.  The
Debtors have established that in late 2008 they hired a team of
advisors to assist in the evaluation of either an in-court or an
out-of-court restructuring.  The team included Miller Buckfire as
restructuring advisor, AlixPartners LLP as financial advisor, and
both Weil Gotshal & Manges and Kirkland & Ellis as legal advisors.

Judge Gropper found that neither ING Clarion, Helois or MetLife
has establish that the Debtors' procedures for determining whether
to file the individual Subject Debtors were unreasonable or that
the Debtors were unreasonable in concluding that the disarray in
the financial market made it uncertain whether they would be able
to refinance debt years in the future.

There was no evidence, Judge Gropper pointed out, to counter the
Debtors' demonstration that the commercial mortgage-backed
securities market, in which they historically had financed and
refinanced most of their properties, was "dead" as of the Petition
Date, and that no one knows when or if that market will revive.
Indeed, he said, at the time of the hearings on the Dismissal
Motions, it was anticipated that the CMBS market would worsen, and
there is no evident means of refinancing billions of dollars of
real estate debt coming due in the next several years.

Judge Gropper also found that ING Clarion, Helios and MetLife do
not contend that the parent companies acted in bad faith in filing
their own Chapter 11 petitions.  The parent companies, Judge
Gropper noted, depended on the cash flow from the subsidiaries,
but much of the project-level debt was in default.

Faced with the unprecedented collapse of the real estate markets,
and serious uncertainty as to when or if they would be able to the
refinance the project-level debt, the Debtors' management had to
reorganize the Group's capital structure, Judge Gropper pointed
out.  ING Clarion, Helios and MetLife, he noted, do not explain
how the billions of dollars of unsecured debt at the parent levels
could be restructured responsibly if the cash flow of the parent
companies continued to be based on the earnings of subsidiaries
that had debt coming due in a period of years without any known
means of providing for repayment or refinance.

Judge Gropper also rejected arguments that a plan was objectively
futile since it could not be confirmed over certain creditors'
opposition, noting that the Bankruptcy Code did not require that a
debtor prove that a plan is confirmable in order to file a
petition, and that litigation posturing about plan opposition did
not mean that a consensus could not be reached later in a case.

It is clear that ING Clarion, Helios and MetLife have been
inconvenienced by the Chapter 11 filings, Judge Gropper noted.
However, he ruled that inconvenience to a secured creditor is not
a reason to dismiss a Chapter 11 case.  He pointed out that the
salient point of the Dismissal Motions is that the fundamental
protections that ING Clarion, Helios and MetLife negotiated and
that the special purpose entity structure represents are still in
place and will remain in place during the Chapter 11 cases,
including protection against the substantive consolidation of the
project-level Debtors with any other entities.  Judge Gropper
clarified that nothing in his Memorandum of Opinion implies that
the assets and liabilities of any of the Subject Debtors could
properly be substantively consolidated with those of any other
entity.

On the argument that Lancaster Trust is not eligible to file for
bankruptcy, Judge Gropper held that there is ample evidence in the
record that Lancaster Trust is a profit-making enterprise and that
its purpose goes beyond merely conserving a trust res or holding
title to land.  As owner and operator of the Park City Mall, he
noted that Lancaster Trust is an active participant in various
business activities aimed at earning a profit.  Lancaster Trust,
he added, is the named lessor in leases with its tenants, the
borrower under a loan agreement, party to various service
contracts, and explicitly authorized to conduct business in
Pennsylvania.  Judge Gropper thus held that Lancaster Trust is a
business trust eligible to file under Chapter 11.

"We are pleased with the court's decision and we look forward to
moving ahead with the restructuring of the Company," Adam Metz,
chief executive officer of General Growth Properties, Inc., said
in a press release.

                Morrison & Foerster's Observations

In a statement, Morrison & Foerster, advisor to major creditors in
General Growth Properties' case, said Judge Gropper's decision not
to dismiss any of the GCP special purpose entity subsidiaries from
the bankruptcy comes is not surprising and the result is clear.

The decision, according to the statement, is wholly consistent
with the judge's statements and demeanor since the outset of the
case.  Judge Gropper's observations about the CMBS structure, the
"roadblocks" to GGP's attempts to refinance its CMBS debt, the
practical difficulties of negotiating with CMBS servicers in
advance of an imminent default and the "unprecedented collapse" of
the real estate finance market and the "disarray" in the financial
markets make for interesting reading.  The judge's detailed
discussion of the steps taken by GGP in analyzing whether and
which entities to file, and how to go about it, also makes for
interesting reading.  But the result is clear.  The court found
that the filing of an SPE subsidiary can be made in the context
of, and not in isolation from, the entire "group" of GGP entities,
and that the "independent" directors and managers could/should
take that into account.  And the judge sent a reminder to lenders
that "independent" directors and managers are not there solely to
protect the interests of secured creditors but have fiduciary
duties in their decision making process.  Interestingly, this
judge was convinced that the last minute "replacement" of these
SPE directors was not an event demonstrating "bad faith," but a
good thing, because the new directors were an upgrade over the
original directors, with much more background and experience in
the real estate industry.

The judge in various places in his decision-and consistent with
his prior statements in the case-goes out of his way to throw a
bone to the SPE structure (and the CMBS industry) by pointing out
that "fundamental protections . . . that the SPE structure
represents are still in place and will remain in place during" a
Chapter 11 case.  The judge views those protections to include an
insulation from substantive consolidation of the assets and
liabilities of the various SPE entities (at this early date in the
case, no substantive consolidation motions have been filed) as
well as rights to adequate protection and post-petition interest
and fees for oversecured creditors.  ("Secured creditors' access
to their collateral may be delayed by a filing, but secured
creditors have a panoply of rights" and while the secured
creditors "have been inconvenienced" by the filings-such as by
having cash flows interrupted and special servicers appointed-they
still have typical bankruptcy protections.)  The court pointed out
that earlier in the case during the cash collateral fight, where
cash was upstreamed from the SPE's to the parent GGP entity, that
the bankruptcy protection of adequate protection resulted in the
secured SPE creditors receiving, among other things, payment of
interest at the non-default rate during the case, continued
maintenance of the properties, a replacement lien on the cash
being upstreamed and a second priority lien on other properties.
Further, as a result of the DIP bidding process, there were no
second liens placed on the SPE properties to secure the DIP loan
approved by the court.  From Judge Gropper's perspective, this is
evidence that the bankruptcy process and secured creditor
protections are working.

No doubt this case will be widely commented upon and analyzed, and
it's unclear whether any of the secured creditors who lost their
motions will appeal, the statement said.  But on a going forward
basis, the decision will need to be taken into account in
connection with future financings-CMBS, ABS and others-both in
terms of underwriting, deal structuring and legal documentation.

            Order Gives Way for Bankruptcy Exit Talks

Judge Gropper's decision, according to The Wall Street Journal,
cleared the way for General Growth to begin negotiating with its
creditors for multiyear extensions of its debt maturities that
would eventually allow it to exit bankruptcy court.

"I think this is a rude awakening for a real-estate finance
industry that placed faith in certain structures without any
thought to how they could be stressed in a severe economic
environment or how they could be tested under the bankruptcy
code," the Journal quoted Kevin Starke, an analyst with CRT
Capital Group LLC, which tracks distressed securities, as saying.
"The lenders that wanted these cases dismissed failed to
demonstrate why the subsidiaries they loaned money were any
different than any other corporate subsidiary."

                       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: Sues Center Partners, et al., to Halt Urban Action
------------------------------------------------------------------
By this complaint, debtors General Growth Properties, Inc., GGP
Limited Partnership, Rouse LLC, and The Rouse Company L.P. seek
declaratory judgment and injunction against Center Partners, Ltd.,
Urban-Water Tower Associates, Miami Associates, L.P., and Old
Orchard Limited Partnership.

Center Partners, et al., filed a direct and derivative
partnership action pending in the U.S. Circuit Court of Cook
County, Illinois, against the Debtors, non-debtor Rouse-Urban,
LLC, an indirect, wholly-owned subsidiary of The Rouse Company.,
and a number of non-debtor and non-GGP affiliated entities namely
Growth Head G.P., LLC, SPG Head GP, LLC, Westfield America
Limited Partnership, Westfield America, Inc., Simon Property
Group, L.P., Simon Property Group, Inc., Westfield America Trust,
and Head Acquisition.

Center Partners, et al., alleged that Head Acquisition is merely
an alter-ego of Rouse Urban, along with Head Acquisition's other
two general partners because they control and conduct Head
Acquisition's affairs.  The amended complaint seeks causes of
action for, among others, breach of fiduciary duty, breach of
partnership agreement, and civil conspiracy.

The Debtors believe that the automatic stay should be extended
and applied to the Urban Parties' continued prosecution against
the non-Debtor defendants in the Urban Action.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
argues that if the automatic stay imposed by Section 362 of the
Bankruptcy Code is not extended to the Non-Debtor Defendants in
the Urban Action, findings or judgments rendered in the Urban
Action could be used against the Debtors under the doctrines of
collateral estoppel, res judicata, she points out.  Adverse
findings in the Urban Action could result in preclusive effects
against the Debtors in actions brought by the other non-debtor
defendants for contribution without the Debtors' full
participation in the Urban Action, she stresses.

Ms. Gray asserts that the Debtors have a high probability of
successfully reorganizing under the Bankruptcy Code provided
their resources are not unduly wasted by prepetition litigation,
including the Urban Action.  Thus, an injunction against the
continued prosecution of the Urban Action until December 21,
2009, and during the crucial stages of the Debtors'
reorganization will enhance the Debtors' prospects of achieving a
successful reorganization and maximizing the value of their
assets, she tells the Court.  She also contends that the harm on
the Debtors' reorganization efforts outweighs the interests of
the Urban plaintiffs in continuing the prosecution of the Urban
Action against the non-debtor defendants.

Accordingly, the Debtors ask the Court to:

  (a) declare that the automatic stay imposed by Section 362(a)
      extends and applies to the continued prosecution of the
      Urban Action against the non-debtor defendants, subject to
      the Debtors' agreement that the automatic stay should be
      modified as to all defendants in the Urban Action,
      including the Debtors, after 180 days from June 24, 2009,
      so that the Urban Action can proceed with the
      participation of all parties, and the claim can be
      liquidated against the Debtors; and

  (b) pursuant to Section 105(a) of the Bankruptcy Code,
      permanently enjoin the Urban plaintiffs from prosecuting
      the Urban Action against the non-debtor defendants for a
      period of 180 days from June 24, 2009, subject to further
      extensions as the Court may deem.

In a separate request, the Debtors ask the Court to (i) enforce
the automatic stay with respect to the non-debtor defendants, or
(ii) grant a preliminary injunction enjoining the prosecution of
the Urban Action pending determination of the relief sought in
the complaint.

Ms. Gray stresses that allowing the Urban Action to proceed at
this time will compel the Debtors to actively participate in
ongoing discovery to protect their interests.  Indeed, more than
thirty depositions of fact witnesses remain to be taken and will
occur in the next few months in the Urban Action if the Debtors'
Motion is not granted, she emphasizes.  In light of the
substantial task associated with the early stages of the Debtors'
Chapter 11 cases and the formulation, filing and confirmation of
a reorganization plan, the Debtors' primary focus should be on
those efforts, she further contends.

The Debtors further seek the Court's authority to waive the
requirements for security under Rule 65(c) of the Federal Rules
of Civil Procedure.

                       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: Wants Prepetition Class Suits vs. D&Os Stayed
-------------------------------------------------------------
Debtors General Growth Properties, Inc., and GGP Limited
Partnership brought to the Court a complaint seeking declaratory
judgment and injunction against certain plaintiffs of two
prepetition class actions filed against the Debtors' directors
and officers pending in the United States District Court for the
Northern District of Illinois.

The Prepetition Class Actions are:

  (1) an Employee Retirement Income Security Act action filed by
      Jay R. Barnes, Dana Kaminske, and Nathan B. Zable as lead
      plaintiffs, on behalf of themselves and a putative class;
      and

  (2) a consolidated securities class action filed by
      Sharankishor Desai, as appointed lead plaintiff.

The ERISA Action named the Debtors' former and current directors
and officers as defendants -- John L. Buckbaum, Robert A.
Michaels, Bernard Freibaum, Jean Schlemmer, Charles Lhotka, Kate
Sheehy, Heather Margulis, Judy Herbst, and Michelle R. McGovern.
The ERISA Parties alleged that the Directors breached their
fiduciary duties under ERISA in connection with the management
and administration of the Debtors' pension plan.  The ERISA
Parties seek damages in favor of the pension plan for losses in
an unspecified amount for the alleged breaches, declaratory and
injunctive relief, including the imposition of a constructive
trust, restitution, and attorneys' fees and costs.

The Securities Action named John L. Bucksbaum, Robert A.
Michaels, Anthony Downs, Beth Stewart, Joel Bayer, Edmund Hoyt,
Ronald L. Gern, Sharon Polonia, Bernard Freibaum, Jean Schlemmer
and Alexander Berman as defendants in the action, which alleged
that the Directors violated Section 10(b) of the Securities and
Exchange Act and Rule 10b-5 and Section 20(a) of the Securities
and Exchange Act by, among others, allegedly misrepresenting and
failing to disclose GGP's ability to refinance billions of
dollars of debt that was coming due in the 2008 and 2009.

The Debtors counsel, Melanie Gray, Esq., at Weil, Gotshal &
Manges LLP, in New York, argues that if the automatic stay is not
extended to the Directors, the Debtors will have an obligation to
defend and indemnify the Directors in the Prepetition Class
Actions at great cost and expense to the Debtors.  The Debtors
and the Directors will also be forced to devote valuable time and
resources to the Prepetition Class Actions, which will divert
their attention from focusing on the Debtors' reorganization, she
stresses.

Ms. Gray also notes that findings or judgments rendered in the
Prepetition Class Actions could be used against the Debtors under
the doctrines of collateral estoppel and res judicata.
Essentially, the prosecution of the Prepetition Class Actions, if
not stayed, will hinder the Debtors' reorganization to the
detriment and prejudice of all parties-in-interest and is
directly antithetical to the purpose of the automatic stay, she
maintains.

Moreover, Ms. Gray argues that the Debtors will suffer immediate
and substantial injury, loss, or damage if the Prepetition Class
Actions are not enjoined.  Thus, an injunction against the
continued prosecution of the Prepetition Class Actions until
December 21, 2009, will enhance the Debtors' prospects for a
successful reorganization, she asserts.

"The harm to the Debtors' reorganization outweighs the interests
of the Prepetition Parties in continuing to prosecute the
Prepetition Class Actions against the Directors during the
crucial early stages of the Debtors' reorganizations," Ms. Gray
maintains.

Accordingly, the Debtors ask the Court to:

(i) declare that the automatic stay applies to the continued
     prosecution of the Prepetition Class Actions against the
     Directors; and

(ii) permanently enjoin the Prepetition Parties from prosecuting
     the Prepetition Class Actions against the Directors for a
     period of 180 days from June 24, 2009, subject to further
     extensions as the Court may deem.

The Debtors also ask the Court to (i) apply the automatic stay to
the Directors, or (ii) grant a preliminary injunction enjoining
the Prepetition Class Actions, pending a determination of the
relief sought in the Complaint.

Ms. Gray points out that the Debtors could suffer evidentiary
prejudice if the Prepetition Class Actions are allowed to proceed
against the Directors.  She further stresses that the Debtors'
employees would shoulder the additional pressures and concerns
about potential exposure to personal liability, while
simultaneously performing numerous, substantial tasks associated
with the early stages of a complex reorganization.

The Debtors further ask the Court to approve their waiver of
requirements for security under Rule 65(c) of the Federal Rules
of Civil Procedure.

                       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: Receives Supporting Documents on Bids for Opel
--------------------------------------------------------------
Carla Main at Bloomberg reports that General Motors Co., according
to a company spokesman, received documents regarding a bid for its
Opel division August 13 from Magna International Inc. and Russia's
Sberbank, and has requested an outline of Germany's plan to help
with the sale.

As reported by the Troubled Company Reporter on Aug. 10, 2009,
John Smith, GM Group Vice President, wrote that there have been
some progress on talks regarding the sale of Opel with bidders --
Magna International Inc. and RHJ International SA -- but said that
there are still outstanding issues with respect to those bids.

Mr. Smith also denied that Magna International has been selected
as winning bidder, saying that press reports tended to exaggerate
the state of progress of the talks.

As the RHJI proposal is the simpler of the two, there were very
few significant issues with this offer, Mr. Smith said.  GM, on
the other hand, still has to resolve a number of issues with
Magna, he stated.

GM said that it has provided in excess of $5 billion to support GM
over the past several years.  Despite its minority status, GM will
continue to support Opel by the near full reimbursement of the new
company's annual engineering budget (including a markup) and a
reduction in royalties otherwise paid during the first five years
of operation by over $2 billion.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had US$82.2
billion in total assets and US$172.8 billion in total liabilities,
resulting in US$90.5 billion in stockholders' deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: European Union OKs Sale of Delphi Plants
--------------------------------------------------------
The European Commission on August 13 said it has approved under
the EU Merger Regulation the proposed acquisition of Delphi
Steering Business and of four U.S. sites of Delphi Corporation, a
U.S. manufacturer of automotive components by the US car
manufacturer General Motors.  The Commission concluded that the
transaction would not significantly impede effective competition
within the European Economic Area or a substantial part of it and
has therefore approved the concentration.

GM manufactures and sells cars and commercial vehicles worldwide.
GM intends to acquire Delphi Steering Business and four U.S sites
of the US automotive component supplier Delphi (the Targets). The
Targets are globally active in the design, manufacture and sale of
a great number of automotive components for various fields of use.

This transaction relates to the clearance decision M.5500 whereby
GM intends to acquire control of Delphi Steering Business. This
new transaction enlarges the scope of the original merger since it
includes four US sites. The newly included sites are not active in
the same automotive components.

The Commission's examination of the transaction showed that for
all automotive components, the merged entity will have very small
market shares and will continue to face several strong, effective
competitors with significant market shares. Also, Delphi is a
major supplier of GM's vehicle manufacturing activities.

The Commission thus concluded that the proposed transaction does
not raise competition concerns.

                        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: Florida Courts Enforce Stay on GM-Related Cases
---------------------------------------------------------------
In light of the Chapter 11 cases of Motors Liquidation Co.,
formerly known as General Motors Corp., the Circuit Courts in
and for Pinellas County and Broward County in Florida stayed the
cases commenced by Michael Bentley, James Evans, Margaret Charles
and John and Sharon Glass against the Debtors until either:

  -- the continuation of the Debtors' warranty programs in the
     ordinary course of business has been clarified by the U.S.
     Bankruptcy Court for the Southern District of New York;

  -- the Bankruptcy Court permits the continued litigation of
     the Actions; or

  -- the Debtors emerge from their Chapter 11 cases.

The Circuit Courts have also reset the scheduled trials on the
Actions.


                       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: FRG & Brittingham Want Docs. for PI Suit
--------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Office of Defense Administration of the USA/Canada
under the Federal Republic of Germany and David and Julie
Brittingham, separately ask the Court to direct (i) the production
of documents, and (ii) the oral examination of certain individuals
connected with the Debtors in relation to:

  * a personal injury action commenced by Florian Hinrichs,
    styled Florian Hinrichs v. General Motors Corp., et al.,
    litigated in the Circuit Court for Geneva County in Alabama;
    and

  * the Brittingham's employment-related lawsuit styled
    Brittingham v. General Motors Corporation, et al., pending
    in the Common Pleas Court of Montgomery County, Ohio.

In 2007, a GM truck in which Mr. Hinrichs was a passenger was
rammed, leaving Mr. Hinrichs a paraplegic for life.  As a result
of the accident, FRG has paid and continues to pay medical and
related expenses, as required under German law.

The Brittinghams initiated the lawsuit alleging that the Debtors
negligently performed and approved Ms. Brittingham's pre-
employment physical examination and failed to inform her of a lung
abnormality or to refer her to a qualified physician, as GM
policies and procedures required.  The Brittinghams seek recovery
for personal damages, wages and other expenses, which are
estimated to add up to "several million dollars."

FRG and the Brittinghams are entitled to determine whether
insurance benefits exist as part of the Debtors' bankruptcy
assets, either through private policies or through a self-insured
program that could apply to their claims under the Alabama and
Ohio Actions, Samir P. Gebrael, Esq., at Klestadt & Winters LLP,
in New York, avers, on behalf of the Parties.

Hence, FRG and the Brittinghams specifically seek to be provided
with, among other things, copies of all policies of insurance or
indemnity issued to a policyholder, GM or the Debtors.  They also
seek the Court's authority to issue a subpoena to individuals
designated by, and within the control of, the Debtors and believed
to have knowledge of the matters relating to the Actions.

Mr. Gebrael contends that the Rule 2004 Examination could entitle
FRG and the Brittinghams to pursue claim in the Chapter 11 cases,
regarding any available insurance benefits.

                       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: H. Wice's Notice of Appeal Over Wage Claim Lawsuit
------------------------------------------------------------------
Harvey D. Wice, a millwright at General Motors Corporation,
notified the U.S. Bankruptcy Court for the Southern District of
New York that he took an appeal of the summary judgment entered in
favor of the Debtors in December 2008, by Judge John Corbett
O'Meara in the U.S. District Court for the Eastern District of
Michigan, denying his wage employment claim.

Asserting more than $150,000 in wage overtime losses against the
Debtors, Mr. Wice asked the United States Court of Appeals for the
Sixth Circuit to review the District Court's order.

Specifically, Mr. Wice asks the Appeals Court to determine
whether, among other things, (i) the Debtors wrongfully denied the
Claim, and (ii) the Debtors, as employers, violated 42 U.S.C.
1211(b)(5( by conditioning employment and retaliating Mr. Wice
based on requiring him to undergo a general medical exam.

According to Mr. Wice, "the general medical exam is not job-
related, [and not] necessary for the employer's operation of its
business."

                       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: Holden Unit Gets AU$200 Mil. Credit Aid From EFIC
-----------------------------------------------------------------
General Motors Corp.'s Australian unit Holden received a credit
line of as much as AU$200 million, or US$167 million, from Export
Finance & Insurance Corp., a lender to Australian exporters lender
based in Sydney, Bloomberg News said in a report dated August 8,
2009.

The credit was extended "to provide support for GM Holden exports
of vehicles, parts and engineering services to Europe, the Middle
East, Africa and Asia," EFIC Chief Executive Officer Angus Armour
confirmed in an e-mailed statement to Bloomberg.

The Australian government, according to the report, has approved
the EFIC-backed credit facility, "which is not drawn and is
subject to commercial terms and conditions."

GM Holden "is an iconic Australian company and EFIC is delighted
to support GMH's ongoing export activities," Bloomberg quoted
Mr. Armour as saying.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had US$82.2
billion in total assets and US$172.8 billion in total liabilities,
resulting in US$90.5 billion in stockholders' deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: New GM Pulls Out of Mercury Disposal Partnership
----------------------------------------------------------------
General Motors Company is pulling out of the End of Life Vehicle
Solutions partnership that manages a program to collect and
dispose of mercury switches from scrapped automobiles, reports the
Associated Press.

The partnership, which works closely with the Environmental
Protection Agency, was created in 2005.  It manages the National
Vehicle Mercury Switch Recovery Program which has recovered 2.5
million switches and disposed of nearly 5,600 pounds of mercury,
and is scheduled to run until 2017.

While Motors Liquidation Company, or Old GM, remains a member of
the partnership, New GM is cutting ties with the organization, as
it "has never produced vehicles with mercury switches and has no
mercury switch responsibility under the terms of the bankruptcy
court order," GM spokeswoman Sharon Basel told AP.

Tim Yost, a Motors Liquidation spokesman, said the Old GM is in
the process of analyzing its more than 500,000 contracts and
agreements, "including this one."

Prior to its Chapter 11 filing, General Motors was the group's
largest participant.  Other participants include automakers
Chrysler Group LLC, Ford Motor Co. and Daimler AG.  The companies
pay fees that are based on market share and their portions of the
switch population.

"We're surprised that GM, who wants to have this great, green
image, would do this," Mary Bills, the partnership's executive
director, related to the AP.

Ms. Bills added that since its Petition Date, GM has not paid its
dues.  Its annual bill is $700,000 to $1 million, a substantial
portion of the program's funding.  With GM's departure from the
partnership, ELVS may be forced to scale back or cease operations,
the AP reported.

If the organization remains unfunded for the GM costs, "we will no
longer be able to accept GM switches for recycling," Ms. Bills
wrote in a letter to 15 states that require automakers to set up a
collection system to recycle their switches.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall, and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: New GM May Fire More Workers as Few Accept Buyout
-----------------------------------------------------------------
General Motors Company is expected to shed more hourly positions
to meet its targeted number as its job buy-outs fell short from
target.

Some 6,000 employees of General Motors Company who are represented
by the United Auto Workers union availed of the buyout packages
offered by the automaker, the Wall Street Journal reported on
August 4, 2009.

The buyout, according to The New York Times, left behind 48,000
hourly workers, which is 7,500 more than New GM's goal of 40,500
by the end of 2009.

GM spokesperson Sherrie Childers Arb shared with the New York
Times that GM will meet with the UAW to discuss on how GM could
meet its employee goal by December 31, 2009.  Ms. Arb however
noted that New GM is not considering another buyout offer, New
York Times said.

In other news, GM's plant in Northeast Ohio reopens for the
production of Chevrolet Cruze compact car and sees the return of
about 2,250 hourly and salaried workers to the plant.

                       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: U.S. Senate Says No to Equity Distribution
----------------------------------------------------------
The United States Senate blocked a proposal requiring the U.S.
Government to distribute its stakes in General Motors Company and
Chrysler LLC to taxpayers as common stock immediately after the
companies emerge from Chapter 11, Dow Jones Newswires relates.

The vote, according to, was 59-38 against the amendment, sponsored
by Senate Republicans who are trying to devise a way to expedite
the federal government's ownership of auto companies.

If approved, the United States Department of the Treasury will
distribute its 60% stake in GM and 8% stake in Chrysler to all
taxpayers, Dow Jones says.

                       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: Sonic Expects $3.3 Million in Dole-Outs
-------------------------------------------------------
Sonic Automotive, Inc., discloses that subject to bankruptcy
approval, General Motors Corporation has offered assistance with
winding down the operations of various franchises in exchange for
Sonic's execution of termination agreements.  Sonic executed all
of the termination agreements.  Assistance expected to be received
from General Motors totals $3.3 million.

Sonic said none of the funds was recorded as a receivable from
General Motors as of June 30, 2009, due to the uncertainty of
bankruptcy court approval and certain conditions required for the
payments to occur had not yet been satisfied.

As of June 30, 2009, Sonic operated 33 General Motors franchises
(under the Cadillac, Chevrolet, Hummer, Saab, Buick and Saturn
nameplates) at 26 physical dealerships.  Six of Sonic's General
Motors dealerships, representing 12 franchises, including three
Hummer franchises at multi-franchise dealerships, two Saab
franchises at multi-franchise dealerships and one additional
General Motors franchise at a multi-franchise dealership received
letters stating that the franchise agreements between General
Motors and Sonic will not be continued by General Motors on a
long-term basis.

The termination agreements provide for:

     -- The termination of the franchise agreement no earlier than
        January 1, 2010, and no later than October 31, 2010;

     -- The assignment and assumption of the franchise agreement
        by the purchaser of General Motors' assets;

     -- The payment of financial assistance to the franchisee in
        installments in connection with the orderly winding down
        of the franchise operations;

     -- The waiver of any other termination assistance of any kind
        that may have been required under the franchise agreement;

     -- The release of claims against General Motors or the
        purchaser of General Motors' assets and their related
        parties;

     -- The continuation of franchise operations pursuant to the
        franchise agreement, as supplemented by the termination
        agreement, through the effective date of termination of
        the franchise agreement, except that Sonic shall not be
        entitled to order any new vehicles from General Motors or
        the purchaser of General Motors' assets; and

     -- A restriction on Sonic's ability to transfer the franchise
        agreement to another party.

For the remaining General Motors franchises, Sonic executed
"continuation agreements" which require, among other things, that
existing franchise agreements will expire no later than
October 31, 2010.  In consideration of the execution of the
"continuation agreements" General Motors will recommend to the
bankruptcy court the continuation or assumption of Sonic's
existing franchise agreements, as amended by the "continuation
agreements".  Sonic expects its franchises which executed
"continuation agreements" to be renewed on or before October 31,
2010.

With the exception of product liability indemnifications, amounts
owed to Sonic through incentive programs, amounts currently owed
to Sonic's franchises under their open accounts with General
Motors and warranty claims occurring within 90 days prior to
June 1, 2009, all amounts owed to Sonic from General Motors were
extinguished as a result of the execution of the termination and
continuation agreements.  Sonic said a motion was made by General
Motors to the bankruptcy court and the motion was granted by the
bankruptcy court allowing General Motors to pay the claims.  As a
result, Sonic has been receiving payments related to pre-
bankruptcy claims and the effect of General Motor's bankruptcy
filing has not had a material effect on Sonic's recorded
receivable balances as of June 30, 2009.

As Sonic's operations at the affected franchises that will not be
renewed wind down, Sonic said it may be required to accelerate
depreciation expenses and record impairment charges related to,
but not limited to, lease obligations, fixed assets, franchise
assets, accounts receivable and inventory.

On June 2, 2009, General Motors announced that Chinese equipment
manufacturer Sichuan Tengzhong Heavy Industrial Machinery Co. will
buy its Hummer brand.  As of June 30, Sonic operated three Hummer
franchises at three dealership locations.  It is uncertain whether
STHIMC will continue supporting the Hummer brand or whether
STHIMC's ownership of the Hummer brand will have a positive or
negative impact on Sonic's Hummer franchises' operations.

On June 5, 2009, General Motors announced that Penske Automotive
Group will buy its Saturn brand.  As of June 5, Sonic operated one
Saturn franchise at one dealership location.  It is uncertain
whether PAG will continue supporting the Saturn brand or whether
PAG's ownership of the Saturn brand will have a positive or
negative impact on Sonic's Saturn franchise's operations.

On July 10, 2009, General Motors emerged from bankruptcy as the
new General Motors Company, with the former General Motors Corp.
henceforth known as Motors Liquidation Company.  With the
exception of the sale of the Hummer and Saturn brands, the new
General Motors expects to continue its current brand portfolio
going forward, however, discontinuation or sale of additional
brands in the future could have an uncertain impact on Sonic's
operations.

On April 30, 2009, Chrysler LLC filed for bankruptcy protection
and submitted a plan of reorganization.  On June 10, 2009, Fiat
SpA purchased a substantial portion of Chrysler's assets which
include rights related to Sonic's franchise agreements.  As of
June 30, Sonic owned six Chrysler franchises at two dealership
locations.  It is uncertain whether Fiat will continue supporting
the Chrysler brand or whether Fiat's ownership of the Chrysler
brand will have a positive or negative impact on Sonic's Chrysler
franchises' operations.

In conjunction with Chrysler's reorganization efforts in the
second quarter of 2009, three franchise agreements associated with
one of Sonic's dealership locations were terminated.  The result
of these franchise terminations was not material to Sonic's
results of operations, balance sheet or cash flows for the second
quarter ended June 30, 2009.

Revenues associated with the General Motors franchises that
received termination letters for the second quarter ended June 30,
2008, and 2009 were roughly $42.8 million and $28.9 million,
respectively.  Revenues associated with the General Motors
franchises that received termination letters for the six-month
periods ended June 30, 2008 and 2009 were roughly $91.2 million
and $59.8 million, respectively.

                       About Sonic Automotive

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, is one of the largest automotive retailers in the United
States.  As of June 30, 2009, it operated 154 dealership
franchises, representing 31 different brands of cars and light
trucks, at 131 locations and 30 collision repair centers in 15
states.  Its dealerships provide comprehensive services including
sales of both new and used cars and light trucks, sales of
replacement parts, performance of vehicle maintenance,
manufacturer warranty repairs, paint and collision repair
services, and arrangement of extended service contracts,
financing, insurance and other aftermarket products for customers.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.


GENERAL MOTORS: Saab May Get Loan Guarantees Exceeding $600 Mil.
----------------------------------------------------------------
Niklas Magnusson at Bloomberg News reports that General Motors
Co.'s Swedish unit, Saab Automobile AG, may be able to get state
guarantees for loans from the European Investment Bank that exceed
the US$600 million originally sought.

Bloomberg relates Haakan Lind, a government spokesman, said in a
telephone interview Tuesday Saab and Koenigsegg Group, which
intends to buy the Swedish carmaker, are having discussions with
Swedish officials that are primarily focused on guarantees by the
National Debt Office for EIB loans.

Mr. Lind, as cited by Bloomberg, said the US$600 million sought by
Saab is not the maximum the company can get.

As reported in the Troubled Company Reporter on June 25, 2009,
Koenigsegg Group AB, a group led by Koenigsegg Automobile AB,
a Swedish maker of exclusive sports cars, agreed to buy Saab
Automobile, which filed for insolvency proceedings in Sweden in
February 2009.  According to Business Week, the deal is expected
to close in the third quarter of 2009.

                              Debts

In the June 25 TCR report The Wall Street Journal disclosed
creditors of Saab approved the automakers' proposal for settling
its debts by paying a quarter of what it originally owed.  Saab
proposed to settle its debts by paying 25% of about US$1.34
billion it owed to more than 600 creditors, including auto
suppliers and the Swedish government.  The vast majority of the
debt, almost SEK10 billion, was owed to U.S. parent company GM.

                        About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: To Cut Production in Spain if Magna Bid Succeeds
----------------------------------------------------------------
Brian McGee at Bloomberg News, citing Cinco Dias, reports that
Magna International Inc. plans to cut production in Spain should
it succeed in buying General Motors Co.'s Opel unit.

According to Bloomberg, the newspaper said Magna plans to stop one
production line next year at Figuerelas near Zaragoza, cease
making the Corsa small car three-door model there, and share the
five-door version with Eisenach in Germany.

Tony Czuczka at Bloomberg News reports German Chancellor Angela
Merkel restated her "clear preference" for Magna as the buyer of
GM's Opel unit and said she will intervene in the sale
negotiations if needed.

Ms. Merkel, as cited by Bloomberg, said the German government is
in "constant talks" over the sale of Opel.  "I'm always informed,
I'm always in the loop and I will get involved whenever
necessary," Bloomberg quoted Ms. Merkel as saying.

                     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 CROSSING: S&P Gives Positive Outlook, Affirms 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Bermuda-based global communications solutions provider Global
Crossing Ltd. to positive from stable.  S&P is also affirming the
'B-' corporate credit rating on the company.

"The change in the outlook reflects the continued good operating
performance by the company, especially in this difficult economic
environment," said Standard & Poor's credit analyst Naveen Sarma.
As a result, GCL has improved its adjusted leverage to 4.6x
adjusted debt to EBITDA as of June 30, 2009, through healthy
EBITDA growth and is likely to achieve modest net free cash flow
in 2009, ahead of its expectations.


GLOBAL SAFETY: Files Plan; Senior Lenders to Get 100% Equity
------------------------------------------------------------
Global Safety Textiles LLC has reached an agreement with a
majority of its senior lenders to successfully restructure the
Company's obligations and has filed a Plan of Reorganization with
the Bankruptcy Court.  Under the Plan of Reorganization, the
senior lenders would receive 100% of the equity interest and long-
term debt in the reorganized GST Group.

In addition, a subset of the supporting lenders also delivered a
DIP loan commitment for up to $5 million of additional liquidity,
subject to Bankruptcy Court approval.  Although the Company
believes it has sufficient liquidity to complete its exit from the
Chapter 11 reorganization process without the need for this DIP
commitment, this additional show of support by the lenders
provides the Company with an important liquidity cushion that will
further assure the Company's successful reorganization.  The
Company anticipates emerging from Chapter 11 in October 2009.

Under the Plan of Reorganization, the reorganized GST Group would
emerge with $70 million of long-term senior debt, $30 million of
convertible long-term junior debt, and a new $5 million working
capital facility.  This represents a reduction of over 50% in the
Company's debt from when it filed for Chapter 11 protection in
June.  Giving effect to the proposed reorganization, the
reorganized GST Group will be well positioned to continue to serve
its automotive customers with its broad global footprint that
spans Europe, the Americas and China.

The management teams of GST and its parent company, International
Textile Group, Inc., are committed to working together in forming
a transitional services agreement to provide support for GST, its
customers, suppliers, and employees.  ITG is not a part of GST's
Chapter 11 proceedings, and ITG's other operations continue to
operate in the ordinary course of business.

Georg Saint-Denis, President of GST Europe and Asia, commenting on
the agreement that has been reached with the lenders, said, "The
Lenders' commitment demonstrates the solid, long term
opportunities of GST, which are based on innovative technologies,
cost-competitiveness, and strong customer value.  The new
structure of the Company will provide the flexibility and
financial stability to support our strategic international
customers."

Mr. Saint-Denis continued, "I, along with Frank Goehring,
President of GST North America, believe the Lenders' Plan allows
GST management to act quickly to maintain the Company's
competitive leadership, preserve the value of its business, and
leverage new opportunities.  The successful financial
restructuring of the Company will culminate management's proactive
process for dealing with the abrupt economic downturn in the
global automotive industry.  We believe that GST is now able to
benefit from that strong position to be among the first companies
with a financial structure adapted to the challenging market
environment."

GST is being advised by White & Case, Zolfo Cooper and Helbling
Corporate Finance.

Prior to the filing of the Plan, Global Safety entered into a plan
support agreement with two thirds of revolving facility and first
lien facility lenders, led by Goldman Sachs Credit Partners, L.P.,
as administrative agent.  Under the Plan, holders of these claims
will receive (i) equity interests in "New GST Holdco", the legal
entity created to serve as the ultimate parent of the reorganized
Debtors, (ii) firs-tlien notes in an amount equal to $70,000,000
plus amounts owed under the debtor-in-possession facility and due
on the third anniversary of the Plan's effective date, and (iii)
second lien notes in an amount of $30 million.  Holders of other
claims will receive full recovery in cash.  Under the Plan,
holders of unsecured claims and equity interests won't receive
anything.

Copies of the Plan and the disclosure statement explaining the
Plan are available for free at:

   http://bankrupt.com/misc/GlobalSafety_Chapter11_Plan.pdf
   http://bankrupt.com/misc/GlobalSafety_DS_Plan.pdf

                   About Global Safety Textiles

Greensboro, North Carolina-based Global Safety Textiles Holdings
LLC is a manufacturer of fabrics for auto air bags wholly owned by
Wilbur Ross's International Textile Group Inc.  The Company has
operations in three states in the U.S. and in five other
countries.  There are 217 employees in the U.S. and 3,000 abroad.

Global Safety filed for Ch. 11 on June 30, 2009 (Bankr. D. Del.
Case No. 09-12234).  Foreign based affiliates GST ASCI Holdings
Mexico, Inc., GST ASCI Holdings Asia Pacific, GST ASCI Holdings
Europe II LLC, Global Safety Textiles Acquisition GmbH, GST
Widefabric International GmbH, and GST ASCI Holdings Europe, Inc.,
were included in the Chapter 11 filing.

Michael C. Shepherd, Esq., at White & Case LLP, serves as the
Debtors' bankruptcy counsel.  Attorneys at Fox Rothschild LLP
serves as co-counsel.  EPIQ Bankruptcy Systems is claims agent.
The petition says Global Safety's assets and debts are between
US$100 million to US$500 million.


GMAC INC: ResCap Posts $841MM Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Residential Capital LLC posted a net loss of $841.1 million for
three months ended June 30, 2009, compared with a net loss of
$1.8 billion for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $837.4 million compared with a net loss of $2.7 billion for the
same period in 2008.

The Company's balance sheet showed total assets of $21.9 billion,
total liabilities of $20.9 billion and stockholders equity of
$1.0 billion.

The Company related that there remains substantial doubt about the
Company's ability to continue as a going concern.  The Company
added that it is dependent on its parent and affiliates for
funding and capital support and there can be no assurance that its
parent or affiliates will continue the actions.  GMAC has
disclosed that if the Company were to need additional support,
GMAC would provide that support so long as it was in the best
interests of GMAC stakeholders.

Although GMAC's continued actions through various funding and
capital initiatives demonstrate support for the Company, and
GMAC's status as a bank holding company and completion of its debt
exchange in 2008 and further capital actions in 2009 better
positions GMAC to be capable of supporting the Company, there are
no commitments or assurances for future funding or capital
support.  If GMAC no longer continue to support the capital or
liquidity needs of the Company or if the Company be unable to
successfully execute other initiatives, it would have a material
adverse effect on its business, results of operations and
financial position.

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.

                         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.


GREEKTOWN HOLDINGS: June 2009 Revenues Total $28.8MM, MGCB Reports
------------------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated revenues for June 2009 is
$28,849,029.  Of this revenue, Greektown Casino's state wagering
tax is $3,490,732.

In May 2009, Greektown's aggregate revenue was $30,153,069 while
its state wagering tax was $3,648,521.

The Gaming Board also released the June 2009 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $43,772,027 in
June 2009 and MotorCity Casino had $36,881,519 in revenues for
the same period.

In March 2009, MGM Grand earned $48,417,844 while MotorCity
earned $41,632,619.

                      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)


GREEKTOWN HOLDINGS: To Pay Fines for Political Contributions
------------------------------------------------------------
Greektown Casino Hotel and some of its contractors and suppliers
are asked to pay fines by the Michigan Gaming Control Board for
making contributions to local political groups, The Detroit News
reports.

Rick-Kalm, MGCB's board of director, maintained that the
violations were all minor, the news source notes.

                      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)


HARRIS BLDG I LLC: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Harris Bldg I LLC
        403-501 NW Lyman Rd
        Topeka, KS 66608

Bankruptcy Case No.: 09-22572

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Harris Bldg II, LLC                                09-22573
House of Rising Suds LLC                           09-22574
Mini Storage LLC                                   09-22575
Lawrence Powersports, LLC                          09-22576
Carol Ann Harris                                   09-22577
Daniel Patrick Harris                              09-22578

Chapter 11 Petition Date: August 12, 2009

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

Judge: Dale L. Somers

Debtor's Counsel: Jonathan C. Becker, Esq.
                  3220 Mesa Way, Suite B
                  Lawrence, KS 66049-2344
                  Tel: (785) 842-0900
                  Fax: (785) 842-0916
                  Email: jcb3220law@hotmail.com

Estimated Assets: $100,001 to $500,000

Estimated Debts: $500,001 to $1,000,000

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

            http://bankrupt.com/misc/ksb09-22572.pdf

The petition was signed by Carol Harris, managing member of the
Company.


HELLER EHRMAN: Former Chairman Denies Insider Payments
------------------------------------------------------
Bloomberg's Carla Main reported that Matthew Larrabee, former
chairman of Heller Ehrman LLP, issued a statement dismissing as
baseless allegations made by the firm's committee of unsecured
creditors in an August 7 report.

The Creditors Committee has said in a report that Heller Ehrman,
by December of 2007, was using creditors' funds to overpay
shareholders instead of observing its duty to make timely payments
to its creditors and properly reserve funds for its operations.
The Committee said that the firm paid its partners $9 million in
2007, falsely labeling the distributions as "loans."

The Creditors Committee, Bloomberg relates, believes it has
evidence to support a claim of constructive fraudulent conveyance
against Heller.

According to Bloomberg, the Creditors Committee believes unsecured
creditors are owed $106 million from the Heller estate as a result
of the 2007 distributions and subsequent partner payouts.

                       About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif. Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed between $50 million and $100 million
each in assets and debts in its bankruptcy petition.


HILLMAN GROUP: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Hillman Group Inc. to 'B' from 'B-',
and raised its bank loan rating to 'BB-' from 'B+', and removed
all of the ratings from CreditWatch, where they were placed with
positive implications on July 29, 2009.  The bank facility is
rated two notches higher than the corporate credit rating, with a
recovery rating of '1', indicating S&P's expectation of very high
(90%-100%) recovery for senior secured lenders in a payment
default.  The outlook is stable.

S&P also assigned its 'BB-' senior secured debt rating to the
company's new $20 million R-2 revolving credit facility due
March 2012, new $149.6 million term loan B-2 due 2012, and new
$30 million delayed draw term loan B-3 due March 2012.  The
recovery rating for these new facilities is '1', indicating S&P's
expectation of very high (90%-100%) recovery for senior secured
lenders in a payment default.

"The upgrade reflects S&P's view that the recently completed bank
amendment and restatement help mitigate S&P's concerns related to
near-term liquidity risk that existed under its previous capital
structure," said Standard & Poor's credit analyst Mark Salierno.
"These concerns resulted from Hillman's tight covenant cushion,
significant stepped up amortization requirements on the company's
previous term loan facility starting in June 2010, and the near-
term maturity on the company's previous $40 million revolving
credit facility due March 2010."  Under the amended terms and
conditions, lenders reduced the $40 million revolving commitment
by $18.7 million to an aggregate amount of $21.3 million, and the
revolver was split into $20 million consenting and $1.3 million
nonconsenting tranches.  The $188.9 million outstanding on
Hillman's term loan B was also split into nonconsenting (term loan
B-1 facility) and consenting (term loan B-2 facility) tranches of
$39.3 million and $149.6 million, respectively.  Within the
consenting lender tranches, the transaction extended Hillman's
revolver and term loan maturities to March 2012, and modify its
term loan amortization requirements to 1.25% per quarter to
maturity, compared with quarterly term amortization of 24.8%
commencing June 2010 under the previous structure.  Consenting
lenders received increased pricing and an amendment fee in
exchange for the maturity date extensions and modified
amortization schedule.  The transaction also included a new
$30 million delayed draw term loan due 2012, which can only be
drawn to fund amortization payments related to term loan
commitments of nonconsenting lenders.  The transaction also
amended the leverage covenant beginning in 2010, which S&P
believes provides an enhanced covenant cushion on the entire
credit facility.

Despite the ongoing weakness in the housing market and the
downturn of the U.S. economy, Hillman's operating performance has
been fairly stable, in part because lower price-point products at
the home improvement retailers have performed better than the big-
ticket, more discretionary merchandise.  S&P expects that the
company's operating performance and overall profitability will
continue to remain relatively stable under adverse market
conditions.  Hillman's operating margins remain in the 17% area as
Hillman was largely able to offset such rising product input costs
in 2008 with price increases.  Although S&P remains concerned that
a prolonged recession could affect the company's ability to
continue to take additional price increases, Hillman has reduced
its workforce and has implemented other restructuring initiatives
aimed at streamlining its cost structure to preserve its operating
margins.  At the same time, free operating cash flow generation
has remained positive.

Credit measures have improved over the past year, mainly due to
continued term loan debt reduction.  However, Hillman is still
highly leveraged.

The outlook is stable reflecting S&P's expectation that liquidity
should remain adequate in the near term following the amendment
and restatement of its credit facility.  S&P believes Hillman will
continue to maintain relatively stable operating performance
despite continued challenges related to the weak economy.  S&P
could revise the outlook to negative if Hillman's operating
performance is materially affected by declines in consumer
spending related the weak economy.  Despite S&P's expectation that
the company will continue to apply free cash flow toward debt
reduction, S&P believes that financial covenants could tighten
meaningfully from current levels if sales decline to mid-to-high
single digits and operating margins remain unchanged.  An outlook
revision to positive is unlikely in the near term.


HORNBECK OFFSHORE: Moody's Rates New Senior Unsec. Notes to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service rated Hornbeck Offshore Services, Inc.'s
(HOS) new senior unsecured notes Ba3.  Moody's also affirmed the
existing Ba3 Corporate Family Rating and Ba3 ratings on the
existing senior unsecured notes.  The outlook is stable.  Proceeds
from the notes offering will be used to repay outstandings under
the company's senior secured revolving credit facility.  This will
increase the company's financial flexibility for funding the
remainder of the newbuild program should operating cash flows
weaken more than anticipated.

Under Moody's Loss-Given-Default methodology, the senior unsecured
notes are rated the same as the Ba3 CFR with a loss given default
of LGD4 (59% changed from 66%), reflecting the relatively small
amount of secured debt in the capital structure.  Pro forma for
the offering, the company's $250 million revolving credit facility
will be largely undrawn while the senior unsecured notes will
amount to $700 million, making up the bulk of the capital
structure.

The affirmation of the Ba3 CFR reflects HOS's strong market
position within its business lines as it is the second largest
provider for Gulf of Mexico deepwater and ultra deepwater offshore
supply vessels.  Despite the current softness in the oilfield
services markets and HOS' relatively small size in terms of total
assets compared to its Ba3-rated peers, the quality of the asset
base and its market position are above average for the peer group.
In addition, Moody's view the deepwater and ultra deepwater
markets as having more durability and better visibility than most
oilfield services markets, particularly given the number of oil
related projects in those markets.

While Moody's view these markets as having better fundamentals,
they are nonetheless experiencing greater than anticipated
weakness.  Spot dayrates have fallen across all vessel classes and
Moody's estimate this is likely to result in HOS's EBITDA falling
as much as 20% for 2009 relative to the twelve months ended
June 30, 2009.  This lower EBITDA combined with the additional
debt from the newbuild program will cause leverage (debt/EBITDA)
to trend towards the 3.5x Moody's have established for the rating,
and possibly higher.

However, the stable outlook considers Moody's view that while this
near-term leverage is likely to be at or above the higher end of
Moody's expectations; it is also likely to be fairly short-term in
nature.  Although the company is inserting more permanent debt
into its capital structure, the funding requirements for the
newbuild program should be largely complete by year-end and
liquidity will be greatly improved.  This will greatly reduce
HOS's spending needs and provide it with increased financial
flexibility into 2010.  In addition, HOS will have a fleet of
higher spec vessels with greater cash flow generation capability,
which should result in improved EBITDA generation and therefore
reduced leverage through 2010.

The Ba3 ratings also consider the high quality and versatility of
HOS's fleet particularly as the company completes its newbuild
program, increases its focus on international expansion and
diversification, and grows its military contracts which provide a
steady stream of earnings and cash flows.  The tug, tank and barge
segment's contribution to consolidated operating income is
expected to decline to 6% for 2009 as the company focuses more on
its OSV operations, and will likely not be a significant factor in
HOS's overall rating going forward.

The last rating action on HOS was on April 28, 2009, at which time
HOS's outlook was changed to stable from negative.

Hornbeck Offshore Services, Inc., a diversified marine service
company headquartered in Covington, Louisiana, is a leading
provider of technologically advanced, new generation OSVs
primarily in the GOM and select international markets, and is a
leading transporter of petroleum products through its fleet of
ocean-going tugs and tank barges primarily in the northeastern
U.S., the GOM and in Puerto Rico.  Hornbeck currently owns a fleet
of over 80 vessels primarily serving the energy industry.


HORNBECK OFFSHORE: S&P Assigns 'BB-' Rating on $200 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured rating to marine services firm Hornbeck Offshore
Services Inc.'s proposed $200 million senior unsecured notes due
2017, the same as the corporate credit rating on the company.  S&P
assigned a '3' recovery rating to this debt, indicating
expectations of meaningful (50% to 70%) recovery in the event of a
payment default.  At the same time, Standard & Poor's affirmed its
ratings, including the 'BB-' corporate credit rating, on the
company.  The outlook is stable.

Covington, Louisiana-based Hornbeck intends to use the proceeds
from the notes offering to repay outstanding borrowings under its
credit facility and for general corporate purposes.

S&P expects Hornbeck to benefit from its fleet expansion, as well
as the historically less-volatile nature of the deepwater U.S.
Gulf of Mexico market.  "The proposed notes offering will
significantly improve the company's liquidity position, providing
full availability under the revolving credit facility," said
Standard & Poor's credit analyst Kenneth Cox.  Although estimated
pro forma debt leverage could exceed 3x by the end of the year,
additional EBITDA generated from recent and future vessel
deliveries should result in lower leverage in 2010.

The ratings on Hornbeck Offshore Services Inc. reflect the risks
posed by the company's niche position in the highly volatile
offshore supply vessel industry, aggressive growth strategy, and
elevated debt leverage.  The company's young, technically advanced
OSV fleet, growing geographic and business diversification, and
historically better-than-average performance of its deep water
market, buffer the above risks.

The stable outlook assumes Hornbeck's deep water fleet will
continue to support spending levels, such that debt to EBITDA
decreases in 2010.  Negative rating actions could occur if debt
leverage per Hornbeck's financial covenants exceeds 4x, something
S&P does not currently expect.  In addition, negative rating
actions could occur if Hornbeck pursues additional fleet expansion
to the detriment of expected debt repayment in 2010.  For a rating
upgrade, S&P would require improving debt leverage and contract
coverage such as debt to EBITDA remains less than 2.5x on a
sustained basis.


HOST HOTELS: Moody's Affirms 'Ba1' Senior Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Host Hotels & Resorts' Ba1
senior unsecured debt rating and revised the outlook to negative.

The negative outlook reflects ongoing challenges facing the
lodging industry, which resulted in the REIT revising its guidance
to RevPar declining approximately 20%-23% for full year 2009 from
its forecasted decline of 18%-20% at 1Q09.  Moody's expects Net
Debt to EBITDA in particular to be pressured well into 2010 given
the current, weak economic conditions.  Moody's notes that Host
Hotels bolstered its liquidity and balance sheet strength by
raising significant new capital during 2Q09.  In April, Host
Hotels raised $479 million of common equity followed by the
issuance of $400 million of unsecured debt in May.  These capital
raising efforts should enhance Host Hotels' ability to absorb the
expected operating pressures at its current rating level.

The Ba1 senior unsecured debt rating reflects the REIT's strong
asset quality, strengthened operator diversification, a large
unencumbered asset pool and current moderate leverage (4.0X at
6/30/09, defined as net debt to TTM EBITDA).  These positive
aspects are offset by the cyclicality and high fixed costs
associated with the lodging industry, as well as the resulting
cash flow and profit volatility.  In addition, Moody's expects
leverage (net debt/TTM EBITDA) to rise beyond 6.0X over the near-
term.  Importantly, Host Hotels has good liquidity to meet its
near-term debt obligations.

Moody's indicated that a return to a stable outlook would be
predicated upon net debt to TTM EBITDA at or below 6.0X with
little change to its existing liquidity profile.  The ratings
would be downgraded should fixed charge coverage slip below 1.5X,
net debt to TTM EBITDA exceed 6.0X on a sustained basis, or debt
covenant cushion deteriorate materially.

Moody's last rating action with respect to Host Hotels & Resorts,
Inc., was on March 10, 2009, when Moody's affirmed the ratings of
Host Hotels & Resorts, Inc., and Host Marriott, L.P. (senior debt
at Ba1), with a stable outlook.

These ratings were affirmed with a negative outlook:

* Host Hotels and Resorts, Inc. -- senior unsecured debt at Ba1,
  with these rated bonds being obligations of Host Marriott, L.P.;
  industrial revenue bonds at Ba1, with these bonds being
  obligations of Host Marriott, L.P.; preferred stock at Ba2;
  preferred stock shelf at (P)Ba2.

* Host Marriott, L.P. -- senior unsecured debt at Ba1; senior
  unsecured shelf at (P)Ba1.

Host Hotels and Resorts, Inc., is a REIT headquartered in
Bethesda, Maryland, USA, that owns upscale and luxury full-service
hotels and resorts operated primarily under premium brands, such
as Marriott, Starwood, Ritz-Carlton and Hyatt.  The REIT, the
largest in the lodging REIT sector, owns or holds controlling
interest in approximately 124 lodging properties.


ICICI BANK: Moody's Puts Prim-1 Rating to Commercial Paper
----------------------------------------------------------
Moody's ABCP rating actions for the seven-day period ended
August 10, 2009.

Moody's Rated USCP Program Prime-1 During The Period August 4,
2009, Through August 10, 2009:

   Moody's Assigns Prime-1 Rating To ICICI Bank's Uscp Program
   Supported By A Letter Of Credit Provided By Bank Of America

Moody's has assigned a Prime-1 rating to the commercial paper
issued by ICICI Bank Limited (rated Ba2/NP/C-) through its
$160 million fully supported commercial paper program.  ICICI
Bank, acting through its Bahrain Branch, its Hong Kong Branch, and
its New York Branch, will issue commercial paper notes and will
use the proceeds for general corporate purposes.  Each issuing
entity will issue its own series of commercial paper.  Bank of
America, N.A. (Aa3/Prime-1/D) has issued an irrevocable, direct-
pay letter of credit that provides full and timely support for the
repayment of each series of commercial paper notes upon maturity.
Moody's rating on the CP notes is based primarily on Bank of
America's Prime-1 rating.

Deutsche Bank National Trust Company (Aa3/Prime-1/C), acting as
depositary, will draw on the letter of credit to pay maturing
series of commercial paper notes.

ICICI Bank Limited is the largest retail bank in India.

These ABCP Program Was Placed Under Review For Possible
Downgrade During The Period August 4, 2009 Through August 10,
2009:

      Taylor, Bean & Whitaker Mortgage Corp.'S Ocala Funding
              Placed On Review For Possible Downgrade

On August 5, 2009, Moody's placed both the Prime-1 rating of the
extendible asset-backed commercial paper and the Baa2 rating of
the subordinated notes issued by Ocala Funding, LLC, on review for
possible downgrade.  Ocala is a partially supported, single-seller
mortgage warehouse program sponsored by Taylor, Bean & Whitaker
Mortgage Corp (TB&W).  Ocala provides warehouse funding for
conforming residential mortgages and has a program size of
$1.75 billion.

The rating action follows news of a federal investigation into
TB&W which raises concerns over the company's business practices.
The FHA has suspended TB&W from making loans insured by that
agency and this has triggered an event of default under the Ocala
program documents and placed the program into wind down.  TB&W has
announced that it has closed down its mortgage lending operations.
Moody's is placing the Ocala ratings on review based on the
increased uncertainty with respect to the program collateral and
operations and expects to the resolve the review as more
information becomes available.

The Rating Of These ABCP Program Was Withdrawn During The Period
August 4, 2009 Through August 10, 2009:

       Advantage Asset Securitization Corp. Rating Withdrawn

At the issuer's request, Moody's has withdrawn the Prime-1 rating
of the ABCP issued by Advantage Asset Securitization Corporation,
a partially supported, multiseller ABCP program administered by
the Mizuho Corporate Bank, Ltd. (Aa3/Prime-1/D+).  As of August 3,
2009, all outstanding ABCP was repaid in full.  Advantage Asset
Securitization Corporation will not issue any further ABCP.


IMPEL INC: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Impel, Inc., has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Western District of North Carolina,
listing $7,037,600 in total assets and $3,171,559 in debts.

Will Boye at Charlotte Business Journal reports that Impel's debts
include unsecured claims totaling $147,671.

Court documents say that the majority of those assets and
liabilities are tied up in a Seven Eagles property that burned
down in 2008.  Impel, according to Business Journal, said that it
put about $7 million into a seven-bedroom home at 8407 Winged
Bourne Road, and owes more than $3 million on a construction loan
for the property to Blue Ridge Savings Bank Inc.

A fire destroyed the Seven Eagles property in June 2008.
Investigators determined it wasn't accidental, and Charlotte Fire
Investigation Task Force's chief investigator David Lowery said
that the case remains open, Business Journal states.  The report
says that the house has been rebuilt since the fire and is listed
for sale for $4.49 million.

According to Business Journal, Blue Ridge filed a motion with the
court seeking relief from an automatic stay, to be allowed to take
steps like foreclosing upon the Seven Eagles property, which it
values at $3.1 million.

Based in Mint Hill, Impel, Inc., is a luxury home builder founded
in 1991.  It specializes in luxury homes with a heavy European
influence and engages in several design-build projects each year.
The Company has built luxury homes in communities like Piper Glen,
Stratford, on Providence in Weddington and Firethorne Country Club
in Marvin.  Impel was owned and operated by Mirko Djuranovic.


INSIGNIA SOLUTIONS: Posts $49,642 Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Insignia Solutions plc, doing business as DollarDays
International, Inc., posted a net loss of $49,642 for three months
ended June 30, 2009, compared with a net income $785,311 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $151,694 compared with a net income of $368,857.

At June 30, 2009, the Company's balance sheet showed total assets
of $1,937,390, total liabilities of $1,608,652 and stockholders'
equity of $328,738.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4183

On March 30, 2009, Malone & bailey, PC in Houston, Texas,
expressed substantial doubt about Insignia Solutions plc's ability
to continue as a going concern after auditing the Company's
financial statements for fiscal years ended December 31, 2008, and
2007.  The auditor noted that the Company has suffered an
accumulated deficit.

The Company also state that it has a recent history of operating
losses and operating cash outflows.

                   About Insignia Solutions plc

Headquartered in Fremont, California, Insignia Solutions plc, dba
DollarDays International, Inc., develops software programs and
provides general merchandise for resale to businesses through its
Web site at http://www.DollarDays.com/


JEFFREY ABREU PROSPER: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: Jeffrey Abreu Prosper
                  dba Aac, Inc
               Lissette Alers Mendez
                  dba Aac, Inc
               PO Box 1334
               Isabela, PR 00662

Bankruptcy Case No.: 09-06612

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Alberto O. Lozada Colon, Esq.
                  Bufete Lozada Colon
                  PO Box 427 PMB 1019
                  Mayaguez, PR 00681
                  Tel: (787) 833-6323
                  Email: alberto3@coqui.net

Total Assets: $2,374,500

Total Debts: $3,609,738

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

            http://bankrupt.com/misc/prb09-06612.pdf

The petition was signed by the Joint Debtors.


JEH INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Jeh, Inc., An Arizona Corporation
        6161 E. Farimount St.
        Tucson, AZ 85712

Bankruptcy Case No.: 09-19293

Chapter 11 Petition Date: August 12, 2009

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

Debtor's Counsel: Michael W. Baldwin, Esq.
                  Law Offices of Michael Baldwin PLC
                  P.O. Box 35487
                  Tucson, AZ 85740-5487
                  Tel: (520) 792-3600
                  Fax: (520) 792-8616
                  Email: michael.baldwin@azbar.org

Total Assets: $1,935,279

Total Debts: $1,174,613

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

            http://bankrupt.com/misc/azb09-19293.pdf

The petition was signed by John E. Haines, president of the
Company.


JOHN DUNCAN CRERAR: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: John Duncan Crerar, Jr.
        25158 Lightridge Farm Road
        Aldie, VA 20105

Bankruptcy Case No.: 09-16498

Chapter 11 Petition Date: August 12, 2009

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

Debtor's Counsel: Michael Lawrence Eisner, Esq.
                  Oh & Eisner, PLLC
                  8484 Westpark Dr. Suite 640
                  McLean, VA 22102
                  Tel: (703) 821-9425
                  Email: Michael.Eisner1@gmail.com

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

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

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

             http://bankrupt.com/misc/vaeb09-16498.pdf

The petition was signed by John Duncan Crerar, Jr.


JOSEPH YAKUBIK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Joseph William Yakubik
               PO Box 530778
               Henderson, NV 89053
               Darcie Ann Yakubik
                  fka Darcie Crine
               1448 Macdonald Ranch Drive
               Las Vegas, NV 89102

Bankruptcy Case No.: 09-24688

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: Timothy S. Cory, Esq.
                  8831 W. Sahara Ave.
                  Lakes Business Park
                  Las Vegas, NV 89117
                  Tel: (702) 388-1996
                  Email: tim.cory@corylaw.us

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

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

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

            http://bankrupt.com/misc/nvb09-24688.pdf

The petition was signed by the Joint Debtors.


JS KEMPF: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------
J.S. Kempf & Associates has filed for Chapter 7 bankruptcy
protection, listing more than $4.4 million in liabilities against
less than $50,000 in assets.

Cameron Steele at CharlotteObserver.com reports that J.S. Kempf's
creditors include:

   * largest creditors with unsecured claims:

     -- BB&T, owed about $2.1 million; and
     -- Fifth Third Bank, owed about $1.3 million.

   * secured creditors:

     -- First Horizon Construction Lending, owed about $334,000;
        and

     -- RBC Builder Finance, owed about $365,000.

Matthews-based homebuilder J.S. Kempf & Associates built homes in
neighborhoods including The Palisades, a luxury home development
near Lake Wylie, and The Club at Longview, off Rea Road in Union
County south of Mecklenburg.


KIMAN CHANG: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Kiman Chang
                 fka Kiman Tjokroaminoto
                 fdba Fresh and Natural
                 dba Prime Wok Express
               Juliana Chang
                 fka Juliana Susilo
               2038 Cassia Way
               Rocklin, CA 95765

Bankruptcy Case No.: 09-37039

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtors' Counsel: Patrick Calhoun, Esq.
                  333 W San Carlos, St #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288

Total Assets: $1,347,659

Total Debts: $1,793,748

A full-text copy of the Debtors' petition, including a list of
their 12 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/caeb09-37039.pdf

The petition was signed by the Joint Debtors.


LEAR CORP: Committee Proposes Lowenstein Sandler as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Lear Corp.'s
cases seeks the Court's authority to retain Lowenstein Sandler PC
as its counsel.  The Committee has selected Lowenstein because of
its attorneys' experience and knowledge in the matters for which
the firm is to be retained.

As counsel, Lowenstein will:

  (a) provide legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under Section 1102 of the Bankruptcy Code;

  (b) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the
      Debtors, the operation of the Debtors' business, potential
      claims, and any other matters relevant to the case, or to
      the formulation of a plan of reorganization or a sale of
      estate assets;

  (c) participate in the formulation of a Plan or sale of estate
      assets;

  (d) provide legal advice as necessary with respect to any
      disclosure statement and Plan filed in the Chapter 11
      cases and with respect to the process for approving or
      disapproving disclosure statements and confirming or
      denying confirmation of a Plan;

  (e) prepare on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements and other legal papers;

  (f) appear in Court to present necessary motions,
      applications, and pleadings, and otherwise protecting the
      interests of those represented by the Committee;

  (g) assist the Committee in requesting the appointment of a
      trustee or examiner, should that action be necessary; and

  (h) performing other legal services as may be required and
      that are in the best interests of the Committee and
      creditors.

The Debtors will pay Lowenstein based on the firm's current
hourly rates:

   Professional            Rate/Hour
   ------------            ---------
   Partners              $400 - $765
   Senior Counsel        $310 - $520
   Counsel               $335 - $405
   Associates            $220 - $350
   Legal Assistants      $120 - $195

The Debtors will also reimburse Lowenstein for actual and
necessary expenses.

Kenneth A. Rosen, Esq., at Lowenstein Sander PC, in New York,
assures the Court that his firm is a "disinterested person as
that term is defined in Section 101(14) of the Bankruptcy Code.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Committee Proposes Mesirow as Financial Advisors
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Lear Corp.'s
cases seeks the Court's authority to retain Mesirow Financial
Consulting LLC as its financial advisor, nunc pro tunc to July 17,
2009.

As financial advisor, Mesirow will:

  (a) review and analyze the Debtors' proposed Term Sheet and
      pre-negotiated plan of reorganization;

  (b) review and analyze potential recoveries to unsecured
      creditors and related liquidation and other analyses;

  (c) review and analyze cash flow budgets, including wind down
      costs and other transitional costs;

  (d) assist in the review of reports or filings as required by
      the Bankruptcy Court or the Office of the United States
      Trustee, including, but not limited to, schedules of
      assets and liabilities, statements of financial affairs
      and monthly operating reports;

  (e) review the Debtors' financial information, including, but
      not limited to, analyses of cash receipts and
      disbursements, DIP budget, financial statement items and
      proposed transactions for which Bankruptcy Court approval
      is sought;

  (f) review and analyze the Debtors' business plan, operations,
      assets and strategic plans and the business and financial
      condition of the Debtors generally;

  (g) evaluate employee issues, including, but not limited to
      potential employee incentive and severance plans, review
      and analysis of pension funding and related liabilities,
      and other union related issues;

  (h) Analyze assumption and rejection issues regarding
      executory contracts and leases, including, but not limited
      to, dealers, suppliers, and other counterparties;

  (i) review and analyze legal entity relationships, including,
      but not limited to, analysis of issues which may be raised
      regarding substantive consolidation and accounting for
      intercompany transactions and balances;

  (j) advise and assist the Committee in negotiations and
      meetings with the Debtors, the banks and other lenders,
      bondholders and any other stakeholders and the financial
      and legal advisors of these parties;

  (k) advise and assist on the tax consequences of proposed
      transactions, including, but not limited to, preservation
      of tax attributes;

  (l) assist with the claims resolutions and procedures,
      including, but not limited to, analyses of creditors'
      claims by type and entity;

  (m) provide valuation analyses of the Company, if requested,
      and provide expert testimony related to any valuation;

  (n) review and analyze potential fraudulent transfers,
      including specific transaction and forensic analyses;

  (o) litigate consulting services and expert witness testimony
      regarding confirmation issues, avoidance actions or other
      matters;

  (p) review and analyze exit and other new financing, including
      collateral analysis and cash flow validation; and

  (q) other functions as requested by the Committee or its
      counsel to assist the Committee in the Chapter 11 cases.

The Committee has selected Mesirow because of the firm's diverse
experience and extensive knowledge in the field of bankruptcy.

The Debtors will pay Mesirow based on the firm's customary hourly
rates:

Professional       Title                           Rate/Hour
------------       -----                           ---------
Larry H. Lattig    Senior Managing Director          $750
Ben Pickering      Senior Managing Director          $750
Edna Lee           Managing Director                 $700
Krysten Thomas     Senior Vice President             $640
Tiffany Davis      Vice President                    $510
Jonas Curchack     Senior Associate                  $410
Ben Fund           Associate                         $350
David Neziroski    Paraprofessional                  $160

The Debtors will also reimburse Mesirow for necessary expenses
incurred, which will include, photocopying, delivery service,
postage, vendor charges and other out-of-pocket expenses.

The Debtors will indemnify defend and hold harmless Mesirow, its
officers, directors, shareholders, principals, members, managers,
employees, and affiliates from and against any and all losses,
claims damages, and liabilities.

Larry Lattig, senior managing Director of Mesirow Financial
Consulting, LLC, assures the Court that his firm is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

        Committee Amends Indemnification Provisions

The Committee submitted an amended proposed order with the Court,
which provides that:

  (a) all requests of Mesirow Financial Consulting, LLC for
      payment of indemnity will be made by means of an
      application and will be subject to review by the Court to
      ensure that payment of that indemnity conforms to the
      terms of the Application and is reasonable based upon the
      circumstances of the litigation or settlement in respect
      of which indemnity is sought;

  (b) in no event will Mesirow be indemnified in the case of own
      bad-faith, self-dealing, breach of fiduciary duty, gross
      negligence or willful misconduct;

  (c) in no event will Mesirow be indemnified if the Debtor or a
      representative of the estate, asserts a claim for, and a
      court determines by final order that the claim arose out
      of Mesirow's own bad-faith, self-dealing, breach of
      fiduciary duty, gross negligence, or  willful misconduct;
      and

  (d) in the event that Mesirow seeks reimbursement for
      attorneys' fees from the Debtors, the invoices and
      supporting time records from those attorneys will be
      included in Mesirow's own applications and those invoices
      and time records will be subject to the U.S. Trustee's
      guidelines for compensation and reimbursement of expenses
      and the approval of the Bankruptcy Court under the
      standards of Sections 330 and 331 of the Bankruptcy Code
      without regard to whether that attorney has been retained
      under Section 327 of the Bankruptcy Code and without
      regard to whether those attorneys' services satisfy
      Section 330(a)(3)(C) of the Bankruptcy Code.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Court Approves Kirkland as Bankruptcy Attorneys
----------------------------------------------------------
Pursuant to Sections 327(a) and 330 of the Bankruptcy Code, Lear
Corp. and its affiliates obtained consent from the Bankruptcy
Court to employ Kirkland & Ellis LLP as their attorneys, nunc pro
tunc to the Petition Date.  The Debtors have selected Kirkland &
Ellis because of the firm's expertise and extensive experience and
knowledge in the fields of debtors' protections, creditors' rights
and business reorganizations under Chapter 11 of the Bankruptcy
Code.

As attorneys, Kirkland & Ellis will:

  (a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and properties;

  (b) advise and consult on the conduct of the Chapter 11 Cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

  (c) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (d) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against
      the Debtors and represent the Debtors' interests in
      negotiations concerning all litigation in which the
      Debtors are involved, including objections to claims filed
      against the Debtors' estates;

  (e) prepare pleadings, including motions, applications,
      answers, orders, reports and papers necessary or otherwise
      beneficial to the administration of the Debtors' estates;

  (f) represent the Debtors in connection with obtaining
      financing and new money investments;

  (g) advise the Debtors in connection with any potential sales
      of assets;

  (h) appear before the Court and any appellate courts to
      represent the interests of the Debtors' estates before
      those courts;

  (i) consult with the Debtors regarding tax matters;

  (j) take any necessary action on behalf of the Debtors to
      negotiate, prepare on behalf of the Debtors and obtain
      approval of a Chapter 11 plan; and

  (k) perform all other necessary or otherwise beneficial legal
      services for the Debtors in connection with the
      prosecution of the Chapter 11 Cases, including:

        (i) analyzing the Debtors' leases and contracts and the

            assumptions, rejections or assignments;

       (ii) analyzing the validity of liens against the Debtors;
            and

      (iii) advising the Debtors on corporate and litigation
            matters.

The Debtors will pay Kirkland & Ellis based on the firm's
customary hourly rates:

  Professional              Range
  ------------              -----
  Partners                 $550-$1,045
  Of Counsel               $500-$965
  Associates               $320-$660
  Paraprofessionals        $120-$280

James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., Ryan Blaine
Bennett, Esq., and Paul Wierbicki, Esq., are expected to have
primary responsibility in providing services to the Debtors.

The Debtors will also reimburse Kirkland & Ellis for expenses
incurred in connection with the Chapter 11 cases including
overnight mail, transportation, overtime expenses, computer-
assisted legal research, photocopying, meals and lodging.

On February 6, 2009, the Debtors paid Kirkland & Ellis a classic
retainer of $750,000.  Pursuant to the Engagement Letter, the
classic retainer payments are property of Kirkland & Ellis and
are not held in a separate account.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New
York, assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code
and does not hold or represent an interest adverse to the
Debtors' estates.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Gets Court OK for Winston Strawn as Special Counsel
--------------------------------------------------------------
Lear Corp. and its affiliates won permission from the Bankruptcy
Court to employ Winston & Strawn LLP as their special corporate
and finance counsel, nunc pro tunc to the Petition Date.

The primary attorneys anticipated to work with the Debtors and
their current hourly rates are:

    Attorney Name         Title       Hourly Rate
    -------------          -----       -----------
    Bruce A. Toth          Partner        $800
    Charles B. Boehrer     Partner        $715
    Mark S. Weisberg       Partner        $615
    Brian M. Schafer       Partner        $570
    Timothy W. Smith       Partner        $580
    Erik B. Lundgren       Partner        $500
    Erin A. Kartheiser     Associate      $450
    Benjamin Gould         Associate      $415
    Erin G. Stone          Associate      $380
    Brendan J. Geary       Associate      $345
    Matthew Petrillo       Associate      $315
    Jacob B. Schtevie      Associate      $295
    Kristen Nowicki        Associate      $280
    Christina T. Trotta    Associate      $280

The Debtors have selected Winston & Strawn to act as their
special counsel because of the firm's extensive experience,
knowledge and expertise in the areas of corporate and securities
law, litigation and employee benefits matters.  Winston & Strawn
has also represented the Debtors in connection with numerous
corporate, securities, employee benefits, litigation and patent
matters since 1992.

As special counsel, Winston & Strawn will represent the Debtors
in connection with:

  (a) general corporate matters including external reporting and
      corporate compliance matters;

  (b) financing matters including capital structure and
      restructuring matters;

  (c) securities matters;

  (d) employee benefits and other employment matters;

  (e) litigation including patent, Employee Retirement Income
      Security Act and general litigation; and

  (f) any other matters as the Debtors may specifically request
      during the pendency of the Chapter 11 Cases for which
      Kirkland & Ellis LLP is not advising the Debtors.

Bruce A. Toth, Esq., at Winston & Strawn LLP, in Chicago,
Illinois, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Proposes Miller Buckfire as Investment Banker
--------------------------------------------------------
Lear Corp. and its affiliates seek the Court's authority to employ
Miller Buckfire & Co., LLC, as their investment banker and
financial advisor, nunc pro tunc to the Petition Date.  The
Debtors have selected Miller Buckfire because of the firm's
extensive experience in providing financial advisory and
investment banking services to financially distressed companies
and to creditors, equity holders and other constituencies in
reorganization proceedings and complex financial restructuring.

The Debtors note that Miller Buckfire has worked closely with
their management and has become well-acquainted with their
businesses, capital structure, financial affairs and related
matters.  According to the Debtors, the experience Miller
Buckfire gained before the Petition Date will facilitate the
provision of the services needed in their Chapter 11 Cases.

Pursuant to an Engagement Letter, Miller Buckfire will:

  (a) review and analyze the Debtors' business, operations and
      financial projections;

  (b) provide financial and valuation advice and assistance to
      the Debtors in developing and seeking approval of a
      restructuring plan under Chapter 11;

  (c) provide financial and valuation advice and assistance to
      the Debtors in structuring any new securities to be issued
      under the Plan;

  (d) assist and participate in negotiations with entities or
      groups affected by the Plan;

  (e) participate in hearings before the Court with respect to
      the matters upon which Miller Buckfire has provided
      advice, including, as relevant, coordinating with the
      Debtors' counsel; and

  (f) provide other financial advisory services as the Debtors
      may reasonably request.

Under the Engagement Letter and subject to the Court's approval,
Miller Buckfire will receive:

  (a) a monthly financial advisory fee of $250,000; and

  (b) "Restructuring Transaction Fee," contingent upon the
      consummation of a Restructuring and payable at the
      closing, equal to $10,875,000, in the case of a
      Prepackaged Plan, or $12,750,000, in the case of any other
      restructuring pursuant to Chapter 11 of the Bankruptcy
      Code.  Fifty percent of the monthly financial advisory
      fees paid by the Debtors will be credited against the
      amount of any Restructuring Transaction Fee(s) paid to
      Miller Buckfire in the case of a Prepackaged Plan.

  (c) If the Debtors have requested in writing that Miller
      Buckfire provide Financing services, then if at any time
      on or prior to the entry of a final order approving any
      debtor-in-possession Financing, any debtor-in-possession
      Financing is consummated that replaces the DIP Facility
      contemplated by the Joint Plan of Reorganization Term
      Sheet, which is attached as Exhibit 1 to the Company's
      Plan Support Agreements, then the Company will pay to
      Miller Buckfire financing fees in the amount of 1% of the
      gross proceeds of that replacement debtor-in-possession
      Financing.

In addition, the Debtors have agreed to reimburse Miller Buckfire
for its reasonable expenses incurred in connection with the
provision of services, like travel and other reasonable out-of-
pocket expenses.

Prior to the Petition Date, the Debtors paid Miller Buckfire
monthly fees of $1,750,000, pursuant to Section 2(a) of the
Engagement Letter, a Restructuring Transaction Fee pursuant to
Section 2(b) of the Engagement Letter of $4,562,500 and $25,638
for reimbursement of expenses incurred from December 16, 2008,
through the Petition Date.  The Debtors also paid Miller Buckfire
a fee and expense retainer of $265,000.  In total, the Debtors
paid Miller Buckfire $6,603,138 prior to the Petition Date.

Durc A. Savini, a managing director of Miller Buckfire & Co.,
LLC, assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, as required by Section 327(a).

The Debtors have agreed to indemnify and to make certain
contributions to Miller Buckfire in accordance with the
indemnification provisions.  The Debtors note that the
indemnification provisions reflected in the Engagement Letter are
customary and reasonable terms of consideration for financial
advisors and investment bankers like Miller Buckfire for
proceedings both out of court and in Chapter 11.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEHMAN BROTHERS: To Lose $500MM if Shinsei Bank Controls Unit
-------------------------------------------------------------
Lehman Brothers Holdings Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York to enter an order enforcing the
automatic stay against Ltd. Shinsei Bank Ltd.  LBHI tells the
Bankruptcy Court that it may lose $500 million if Japan's Shinsei
Bank Ltd. gains control of the reorganization of an Asian Lehman
unit.

LBHI and its Hong Kong affiliate, Lehman Brothers Asia Holdings
Limited, have an intercompany claim in the Japanese insolvency
proceedings of their affiliate, Sunrise Finance Co., Ltd.  Shinsei
Bank, one of LBHI's largest unsecured creditors and a co-chair of
the Asia sub-committee within the Creditors Committee, recently
has proposed an alternative plan of liquidation in the Sunrise
insolvency proceeding designed to preclude entirely LBHI's and LB
Asia's recoveries from Sunrise, so that Shinsei Bank may recover
virtually 100% of its Sunrise claims.

Richard L. Levine, Esq., at Weil, Gotshal & Manges LLP, asserts
that Shinsei Bank's actions in Japan constitute a willful and
knowing violation of the automatic stay.  Shinsei Bank not only is
aware of the automatic stay provided for in Section 362(a) of the
Bankruptcy Code, but also, being an active participant in these
cases and on the Asia sub-committee within the Creditors
Committee, is acutely aware of the devastating impact that its
actions in Sunrise's insolvency proceeding could have on the
Debtors' estates.

Accordingly, the Debtors request that Shinsei Bank be directed to
comply with the automatic stay and cease any further attempts to
block LBHI's and LB Asia's recoveries from Sunrise.  Furthermore,
the Debtors request that Shinsei Bank be held in contempt of this
Court for willfully and knowingly violating the automatic stay.

                      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: Court to Hear Index's Ch. 7 Conversion Plea Sept. 1
------------------------------------------------------------------
Jane Wells at CNBC reports that the Hon. Geraldine Mund of the
U.S. Bankruptcy Court for the Central District of California has
put off until September 1 a decision on Index Investors' motion to
replace Lenny Dykstra as trustee of the estate or convert his
Chapter 11 reorganization case to Chapter 7 liquidation.

"He's [Mr. Dykstra] gotta show me where some money's going to come
from," CNBC quoted Judge Mund as saying.

As reported by the Troubled Company Reporter on August 11, 2009,
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 entitle
Index Investors to the second and third secured interest in the
property.  The first lien is held by JP Morgan Chase as security
against a $12 million loan on the home.  The property is Mr.
Dykstra's most valuable property asset.

According to CNBC, Judge Mund wants proof of insurance brought to
court by September 1, as there were conflicting accounts over
whether the home is insured.  CNBC relates that Judge Mund also
wants proof that Mr. Dykstra has listed the home for sale by then,
along with another home he owns worth anywhere from $5 million to
$8 million.  Judge Mund, the report states, said that she wants
proof that Mr. Dykstra has an income plan next time she sees him.

Jon Hayes, Mr. Dykstra's lawyer, said that his client has no
income and that his entire Major League Baseball pension is going
to his estranged wife by court order, CNBC relates.  "I guess she
should be paying part of the mortgage, or at least the insurance,"
the report quoted Judge Mund as saying.

CNBC reports that Mr. Dykstra said that he will relaunch the
Players Club Magazine.  Mr. Hayes, CNBC says, told the court that
a major investor should soon be lined up and that "it'll [Players
Club] be extremely valuable."  Mr. Dykstra believes he can regain
control of his former car wash business, the report states, citing
Mr. Hayes.

Judge Mund required Mr. Dykstra to present on September 1 a
financial plan containing "an outline of what's going to happen in
this case," CNBC relates.

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.


LITTLE TRAVERSE: S&P Downgrades Senior Unsec. Debt Rating to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit and
senior unsecured debt ratings on the Little Traverse Bay Band of
Odawa Indians (the Tribe) to 'CC' from 'CCC'.  The rating outlook
is negative.

The rating downgrade follows the August 11, 2009 announcement by
the Tribe that it intends to suspend the $6.3 million interest
payment on its senior notes due August 17.  S&P will lower the
ratings to 'D' on August 17, 2009, once the interest payment has
been missed.  While the notes provide for a 30-day grace period
during which interest may be paid to avoid a default, under S&P's
criteria, S&P consider an event of default to have occurred on the
payment date unless S&P is confident that a payment will be made
during the grace period.


MAGUIRE PROPERTIES: Says No Impairment Charge on Park Place I Deal
------------------------------------------------------------------
Maguire Properties, Inc., says there will be no impairment charge
taken during the quarter ending September 30, 2009, as a result of
the disposition of Park Place I properties as they were written
down to their fair value as of June 30, 2009.

As reported by the Troubled Company Reporter, Maguire completed on
August 11, 2009, a deed in lieu of foreclosure with the lender to
dispose of Park Place I.  Additionally, it closed the sale of
certain parking areas together with related development rights
associated with the Park Place campus and received proceeds of
roughly $17 million that will be used for general corporate
purposes.

Nelson Rising, Maguire's President and Chief Executive Officer,
said, "We are extremely pleased with the swift and timely
execution of these transactions which represents another step in
our program of working cooperatively with lenders.  As previously
stated, the Company's Board of Directors approved a plan to
dispose of a number of identified assets including Park Place I.
The Company moved quickly with the lender to achieve a
satisfactory result for all parties."

                   About Maguire Properties, Inc.

Maguire Properties, Inc. is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.  For more information on Maguire Properties, visit its
website at www.maguireproperties.com.

As of June 30, 2009, assets total $4,392,301,000 against debts of
$4,866,253,000, for a stockholders' deficit of $473,952,000.
Net loss for three months ended June 30, 2009 was $428,608,000,
compared with a $112,726,000 net loss during the year-ago period.

The Company said, in its second quarter report on Form 10-Q, if it
is unable to refinance or repay its debt as it comes due and
maintain sufficient cash flow, its business will be adversely
affected, and it may be required to seek for bankruptcy
protection.


MEDIACOM COMMUNICATIONS: Amends Tender Offer for 2011, 2013 Notes
-----------------------------------------------------------------
Mediacom Communications Corporation said subsidiaries Mediacom LLC
and Mediacom Capital Corporation have amended their cash tender
offers for their outstanding 9-1/2% Senior Notes due 2013 and
their outstanding 7-7/8% Senior Notes due 2011.

The Companies have eliminated the maximum offer amount that
applied to the tender offer for the 7-7/8% Notes, and are now
offering to purchase any and all of the outstanding 9-1/2% Notes
and any and all of the outstanding 7-7/8% Notes that are validly
tendered and not withdrawn and accepted for purchase in the tender
offers.

On August 11, the Companies originally said if the amount of
7-7/8% Notes that are validly tendered and not withdrawn on or
prior to the expiration date for that offer exceeds the maximum
principal amount, then the Companies will accept 7-7/8% Notes, if
any, on a pro rata basis.

The Companies intend to fund the purchase of the Notes pursuant to
the amended tender offers with net proceeds from a new issuance of
their senior notes in the principal amount of $350 million, and
borrowings of $300 million under a new tranche of incremental
facility term loans under an existing credit agreement of their
operating subsidiaries.

The Companies also now intend, subject to the satisfaction or
waiver of the conditions to the tender offers, to call for
redemption all Notes that are not tendered and accepted for
purchase in the tender offers prior to or promptly following
completion of the tender offers.

The Companies are not amending the Tender Offering Consideration,
the Early Tender Payment or the Total Consideration being offered
for the 9-1/2% Notes and the 7-7/8% Notes:

                Outstanding  Tender         Early
   Series       Principal    Offer          Tender  Total
   of Notes     Amount       Consideration  Payment Consideration
   --------     -----------  -------------  ------- -------------
9-1/2% Notes   $500,000,000     $982.50     $20.00     $1,002.50
7-7/8% Notes   $125,000,000     $980.00     $20.00     $1,000.00

The tender offers are still scheduled to expire at 11:59 p.m., New
York City time, on September 8, 2009, unless either such tender
offer is extended or earlier terminated.  The Total Consideration
for the Notes in the tender offers includes an early tender
payment of $20 per $1,000 principal amount of Notes tendered.

Holders who tender Notes in the tender offers after 5:00 p.m., New
York City time, on the Early Tender Date but at or prior to
11:59 p.m., New York City time on the Expiration Date and whose
Notes are accepted for purchase will not be entitled to receive
the Early Tender Payment and will therefore be entitled only to
receive the consideration specified in the table above under the
heading "Tender Offer Consideration", for each $1,000 principal
amount of Notes tendered.

In addition to the Total Consideration or the Tender Offer
Consideration as applicable, the Companies will also pay an amount
equal to the accrued and unpaid interest on the principal amount
of all Notes that are purchased from the last interest payment
date applicable to the Notes to, but not including, the applicable
payment date.

Under the existing terms of the tender offers, the Companies may
accept Notes of either or both series for payment after the Early
Tender Date but prior to the Expiration Date.  The Companies
presently intend (but are not obligated) to have an Early
Acceptance Date and an Early Payment Date for both the 9-1/2%
Notes and the 7-7/8% Notes.

The Companies' obligation to accept for payment and to pay for the
Notes in the tender offers remains subject to the satisfaction or
waiver of the conditions to the tender offers specified in the
Offer to Purchase, dated August 11, 2009, as amended and
supplemented by the Supplement to the Offer to Purchase, dated
August 13, 2009, including that the Companies close on the
issuance of $350 million of senior notes and the operating
subsidiaries close on the $300 million tranche of incremental
facility term loans.

The Companies have retained Wells Fargo Securities and Citi to
serve as dealer managers for the offers, and Global Bondholder
Services Corporation to serve as the information agent and
depositary.  Copies of the offer to purchase, supplement to the
offer to purchase and related documents may be obtained from
Global Bondholder Services Corporation at (866) 873-7700.
Questions regarding the tender offers may be directed to Wells
Fargo Securities at (866) 309-6316 or Citi at (800) 558-3745.

             Private Offering of Senior Notes due 2019

Mediacom LLC and Mediacom Capital Corporation intend to offer $300
million in aggregate principal amount of new senior notes due 2019
in a private offering to be conducted pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended.

Mediacom LLC and Mediacom Capital will use the net proceeds of the
offering, together with borrowings under a proposed new
incremental term loan facility to be entered into by Mediacom
LLC's operating subsidiares pursuant to their existing credit
agreement, to purchase up to $500 million principal amount of
their outstanding 9-1/2% senior notes due 2013 and 7-7/8% senior
notes due 2011 pursuant to two tender offers.

There is currently $500 million and $125 million principal amount
outstanding of 9-1/2% notes and 7-7/8% notes, respectively.  The
91/2% senior notes will be given priority in the tender offers.

The Senior Notes will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration.

                   About Mediacom Communications

Mediacom Communications Corporation (Nasdaq: MCCC) --
http://www.mediacomcc.com/-- is the nation's eighth largest cable
television company and one of the leading cable operators focused
on serving the smaller cities and towns in the United States.
Mediacom Communications offers a wide array of broadband products
and services, including traditional video services, digital
television, video-on-demand, digital video recorders, high-
definition television, high-speed data access and phone service.


MEDIACOM COMMUNICATIONS: Files Pro Forma Info on Transfer Deal
--------------------------------------------------------------
Mediacom Communications Corporation on August 11, 2009, submitted
to the Securities and Exchange Commission information being used
in connection with a preliminary offering memorandum relating to
the offering of senior notes by Mediacom LLC and Mediacom Capital
Corporation.  A full-text copy of the SEC filing is available at
no charge at http://ResearchArchives.com/t/s?41a2

The Company disclosed unaudited pro forma condensed consolidated
statements of operations for the year ended December 31, 2008, and
the six months ended June 30, 2008 and 2009, which give effect to
an asset transfer agreement and the net impact of Mediacom LLC's
cash contribution to MCC.  The unaudited pro forma condensed
consolidated statements of operations for the year ended
December 31, 2008, and the six months ended June 30, 2008, and
2009, give effect to the Transactions as if they occurred on
January 1, 2008.

On September 7, 2008, MCC entered into a Share Exchange Agreement
with Shivers Investments, LLC and Shivers Trading & Operating
Company.  Both STOC and Shivers are affiliates of Morris
Communications Company, LLC.  On February 13, 2009, MCC completed
the Exchange Agreement pursuant to which it exchanged 100% of the
shares of stock of a wholly owned subsidiary, which held roughly
$110 million of cash and non-strategic cable systems serving
roughly 25,000 basic subscribers contributed by Mediacom LLC, for
28,309,674 shares of MCC Class A common stock held by Shivers.

On February 11, 2009, certain of Mediacom LLC's operating
subsidiaries executed the Transfer Agreement with MCC and the
operating subsidiaries of Mediacom Broadband LLC, pursuant to
which certain of Mediacom LLC's cable systems located in Florida,
Illinois, Iowa, Kansas, Missouri and Wisconsin, which serve
roughly 45,900 basic subscribers, would be exchanged for certain
of Mediacom Broadband's cable systems located in Illinois, which
serve roughly 42,200 basic subscribers, and a cash payment of
$8.2 million.  The Asset Transfer was completed on February 13,
2009.

As part of the Transfer Agreement, Mediacom LLC contributed to MCC
cable systems located in Western North Carolina, which serve
roughly 25,000 basic subscribers.  The cable systems were part of
the Exchange Agreement.  Mediacom LLC received a $74 million cash
contribution on February 12, 2009, which funds had been
distributed to MCC by Mediacom Broadband on the same date.

In total, Mediacom LLC received $82.2 million under the Transfer
Agreement, which it used to repay a portion of the outstanding
balance under the revolving commitments of its operating
subsidiaries' bank credit facility.

On February 12, 2009, after giving effect to the debt repayment
funded by the Transfer Proceeds, Mediacom LLC's operating
subsidiaries borrowed roughly $110 million under the revolving
commitments of such operating subsidiaries' bank credit facility.
This represented net new borrowings of about $28 million. On
February 12, 2009, Mediacom LLC contributed roughly $110 million
to MCC to fund its cash obligation under the Exchange Agreement.

                   About Mediacom Communications

Mediacom Communications Corporation (Nasdaq: MCCC) --
http://www.mediacomcc.com/-- is the nation's eighth largest cable
television company and one of the leading cable operators focused
on serving the smaller cities and towns in the United States.
Mediacom Communications offers a wide array of broadband products
and services, including traditional video services, digital
television, video-on-demand, digital video recorders, high-
definition television, high-speed data access and phone service.


MEDIACOM COMMUNICATIONS: Posts $34.4 Mil. Net Income for Q2 2009
----------------------------------------------------------------
Mediacom Communications Corporation posted net income of
$34,406,000 for the three months ended June 30, 2009, from
$20,932,000 net income for the same period a year ago.  For the
six months ended June 30, 2009, Mediacom Communications posted net
income of $56,768,000 from a net loss of $9,704,000 for the same
period a year ago.

As of June 30, 2009, the Company had $7,707,511,000 in total
assets and $4,134,059,000 in total liabilities, resulting in
$426,548,000 in stockholders' deficit.  The Company's June 30
balance sheet also showed strained liquidity with $185,851,000 in
total current assets, including $68,774,000 in cash and cash
equivalents, for $451,307,000 in total current liabilities.

Based on the strength of its performance to date and the outlook
for the remainder of the year, the Company raised full year 2009
financial guidance as follows:

     -- Free Cash Flow of at least $1.30 per share; it was
        previously set at about $1.00 per share

Revenue and Adjusted OIBDA are expected to increase on a full year
basis, although at reduced growth rates than achieved in 2008, and
capital expenditures are expected to decline 20% to 25% on a full
year basis from 2008.

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?41a3

Mediacom Communications said as of June 30, 2009, total debt was
$3,370,000,000.  Of this amount, $120,300,000 matures during the
12 months ended June 30, 2010.  Mediacom Communications also said
as of June 30, 2009, total net debt outstanding -- total debt less
cash balances -- was $3,301,000,000, a reduction of $30,000,000
from the total net debt outstanding as of March 31, 2009.  The
Company's net debt leverage was 6.0 times as of June 30, 2009, as
compared to 6.2 times for the prior year period.  As of the same
date, its unused credit facilities were $611,300,000, all of which
could be borrowed and used for general corporate purposes based on
the terms and conditions of its debt arrangements.  About 78% of
the total debt was at fixed interest rates or subject to interest
rate protection.  During the six months ended June 30, 2009,
Mediacom Communications paid cash interest of $102,200,000, net of
capitalized interest.

"We have assessed, and will continue to assess, the impact, if
any, of the recent distress and volatility in the capital and
credit markets on our financial position.  Further disruptions in
such markets could cause our counterparty banks to be unable to
fulfill their commitments to us, potentially reducing amounts
available to us under our revolving credit commitments or
subjecting us to greater credit risk with respect to our interest
rate exchange agreements.  At this time, we are not aware of any
of our counterparty banks being in a position where they would be
unable to fulfill their obligations to us. Although we may be
exposed to future consequences in the event of such
counterparties' non-performance, we do not expect any such
outcomes to be material," Mediacom Communications said.

"We believe that we have sufficient liquidity to meet our
requirements over the next two years, which include debt
maturities of $62.3 million during the remainder of 2009 and
$92.0 million of debt maturities in 2010.  In addition to our cash
flows from operating activities, we also have available to us
$68.8 million of cash on hand and $611.3 million of unused
revolving credit commitments as of June 30, 2009," Mediacom
Communications added.

                   About Mediacom Communications

Mediacom Communications Corporation (Nasdaq: MCCC) --
http://www.mediacomcc.com/-- is the nation's eighth largest cable
television company and one of the leading cable operators focused
on serving the smaller cities and towns in the United States.
Mediacom Communications offers a wide array of broadband products
and services, including traditional video services, digital
television, video-on-demand, digital video recorders, high-
definition television, high-speed data access and phone service.


MEDIACOM LLC: Loan Upsizing Won't Affect S&P's 'BB-' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue-level
rating and '2' recovery rating on Middletown, New York-based
Mediacom LLC's (subsidiary of Mediacom Communications Corp.
[B+/Stable/--]) proposed term loan D due 2017 are unaffected by
the upsizing of that term loan to $300 million from the original
$200 million.  However, with the upsizing of the term loan D,
there is no further capacity for secured debt at Mediacom LLC at
the '2' recovery rating level.  The '2' recovery rating indicates
expectations for substantial (70%-90%) recovery in the event of a
payment default.

Additionally, the 'B-' issue-level and '6' recovery rating on the
newly issued 9.125% senior notes due 2019 are also unaffected by
its upsizing to $350 million from the original $300 million.  The
'6' recovery rating indicates expectations for negligible (0%-10%)
recovery in the event of a payment default.


MERCER INT'L: Zero Turnout Prompts Extension of Exchange Offer
--------------------------------------------------------------
Mercer International Inc. reports that as of 5:00 p.m., New York
City time, on August 11, 2009, no 8.5% Convertible Senior
Subordinated Notes due 2010 had been tendered for exchange.

Mercer thus extended its exchange offer for its Old Notes.  The
Exchange Offer, previously scheduled to expire August 11, 2009,
will now expire at 5:00 p.m., New York City time, on August 25,
unless further extended or amended.  All other terms and
conditions of the Exchange Offer remain unchanged.

Questions about the Exchange Offer or requests for additional
copies of the Exchange Offer documentation may be directed to the
Information Agent for the Exchange Offer, Georgeson Inc., at
1-800-267-4403 (toll free).

As reported by the Troubled Company Reporter on July 16, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level rating on Mercer International.  S&P
lowered the corporate credit rating to 'CC' from 'B-' and lowered
the rating on the senior unsecured debt to 'CC' from 'B-'.  The
rating outlook is negative.

The rating downgrade followed Mercer's exchange offer
announcement.  Approximately $67.3 million was outstanding under
the old notes at March 31, 2009.  Under the terms of the proposed
transaction, Mercer is offering to exchange each $1,000 principal
amount of the old notes for:

     * 129 shares of Mercer common stock, plus

     * A premium of $200 in principal amount of new 3% convertible
       senior subordinated notes due 2012 (new notes); and

     * Accrued and unpaid interest to, but excluding, the
       settlement date.

The old notes are currently convertible into Mercer common stock
at a conversion rate of 129 shares per $1,000, or a conversion
price of $7.75 per share.  The new notes will be convertible into
Mercer's common stock at a conversion price of $2.75 per share.

"The rating downgrade reflects S&P's view that the exchange is
tantamount to a default given Mercer's highly leveraged financial
profile," said Standard & Poor's credit analyst Andy Sookram.

Upon completion of the exchange, S&P would lower the corporate
credit rating to 'SD' (selective default).  As soon as possible
thereafter, S&P will reassess Mercer's post-exchange capital
structure.  It is S&P's preliminary expectation that, in the event
the exchange succeeds, S&P would not raise the corporate credit
rating to higher than the previous 'B-' level.  S&P acknowledges
that the post-exchange capital structure could reduce Mercer's
outstanding debt balances.  However, until S&P is confident that
there is a substantial improvement in market conditions for pulp,
S&P is unlikely to consider a rating higher than 'B-'.  In
addition, the company's financial risk profile encompasses the
challenging market conditions and significant earnings volatility
for its single product, which is pulp, and refinancing risk
associated with the upcoming February 2010 maturity of its
EUR40 million Rosenthal working capital facility (EUR10 million
outstanding at March 31, 2009).  Nonetheless, if the exchange is
successful, S&P believes Mercer would have enhanced capacity to
weather the current downturn over the next several quarters.

The rating outlook is negative, reflecting S&P's expectation to
lower the corporate credit rating on Mercer to 'SD' following the
completion of the exchange offer.

Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) --
http://www.mercerint.com/-- is a global pulp manufacturing
company.


METABASIS THERA: June 30 Balance Sheet Upside-Down by $441,000
--------------------------------------------------------------
Metabasis Therapeutics, Inc.'s balance sheet showed total assets
of $10,146,000 and total liabilities of $10,587,000, resulting in
a stockholders' deficit of $441,000.

For three months ended June 30, 2009, the Company reported a net
income of $3,060,000 compared with a net loss of $11,542,000 for
the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $5,181,000 compared with a net loss of $22,642,000 for the same
period in 2008.

As of June 30, 2009 the Company's accumulated deficit totalled
$197,500,000.  In July 2009, the Company entered into an agreement
with a third party to sell its laboratory and office equipment for
$1.5 million.  In addition, in July 2009 the Company terminated
its lease for its corporate headquarters.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4186

On March 27, 2009, Ernst & Young LLP in San Diego, California,
expressed substantial doubt about Metabasis Therapeutics, Inc.'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 auditor noted that the Company's
existing working capital is not sufficient to meet its cash
requirements to fund planned operating expenses and working
capital requirements through December 31, 2009, without additional
sources of cash.

                 About Metabasis Therapeutics, Inc.

Metabasis Therapeutics, Inc. (NASDAQ:MBRX) is a biopharmaceutical
company focused on the discovery development of drugs.  The
Company's product pipeline includes product candidates and
advanced discovery programs for the treatment of metabolic
diseases as diabetes and hyperlipidemia, which it refer to as its
core assets, well as product candidates and advanced discovery
programs for the treatment of liver diseases such as hepatitis and
primary liver cancer, which it refer to as its non-core assets.


METALDYNE CORP: Panel Can Retain Huron Consulting as Fin'l Advisor
------------------------------------------------------------------
The U.S. Bankrupty Court for the Southern District of New York has
granted the official committee of unsecured creditors of Metaldyne
Corporation, et al., permission to retain Huron Consulting
Services, LLC, as its financial advisor, nunc pro tunc to June 9,
2009.

Huron has agreed, among other things, to provide these services:

  a. review and analysis of financial information prepared by the
     Debtors, their accountants and/or other financial advisors;

  b. monitoring and analysis of the Debtor's operations and
     financial condition, cash expenditures, court filings,
     business plans, operating forecasts, financial projections,
     liquidation analyses, strategy, projected cash requirements
     and cash management;

  c. attendance at meetings of the Committee, the Debtors or their
     respective professionals, bankruptcy court hearings and other
     such matters on such occasions as the Committee may, from
     time to time, request; and

  d. review and analysis of any restructuring or plan of
     reorganization or plan of liquidation proposed by the Debtors
     or any other party and the provision of assistance to the
     Committee in developing, structuring, evaluating and
     negotiating the terms and conditions of any restructuring
     or plan of reorganization, including analysis with respect to
     the value of securities or other consideration, if any, that
     may be distributed to unsecured creditors under any such
     restructuring or plan of reorganization.

Huron's hourly rates are:

     Managing Director           $670-$715
     Director                    $540-$610
     Manager                     $400-$450
     Associate                   $325-$350
     Analyst                     $245-$275

                    About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.

On August 12, 2009, the Bankruptcy Court approved the sale of
substantially all assets of Metaldyne Corp. to Carlyle Group,
through entity MD Investors Corp.  The price includes
$39.5 million in cash, about $32 million in assumed obligations
and $425 million in secured debt mostly owned by the group backed
by Carlyle and New York-based Solus Alternative Asset Management
LP.  The sale involves Metaldyne's powertrain, balance shaft
module, tubular products, and chassis units.


NORTEL NETWORKS: Court OKs Network Svcs. Pact With Chrysler
------------------------------ ----------------------------
Nortel Networks Inc. and its affiliated debtors obtained approval
of the U.S. Bankruptcy Court for the District of Delaware to
assume two of their contracts with Chrysler LLC.

Chrysler, a Michigan-based automaker which is currently in
bankruptcy protection, entered into the Contracts to avail of
NNI's maintenance services for its network.  The Contracts, which
are in the form of purchase orders, are among the agreements that
had been designated for assumption and assignment as part of the
sale of Chrysler's assets to Fiat S.p.A.  Chrysler has proposed
to pay a sum of $1,705,930 to NNI as part of the assumption of
the Contracts.

                      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: Panel's Akin Gump Bills $960,000 for June Work
---------------------------------------------------------------
Three professionals hired in Nortel Networks Inc.'s Chapter 11
cases filed applications, seeking interim monthly allowance of
fees and reimbursement of expenses on account of services they
provided to the Debtors:

Professional           Fee Period        Fees      Expenses
------------           ----------     ----------   --------
Huron Consulting Group 06/01/09 to      $112,613    $20,836
                        06/30/09

Punter Southall LLC    05/08/09 to      $124,193         $0
                        06/30/09

Morris Nichols Arsht   06/01/09 to       $74,734    $42,928
& Tunnell LLP          06/30/09

Four other professionals retained by the Official Committee of
Unsecured Creditors also filed monthly fee applications for June
2009.  They are:

Professional           Fee Period        Fees      Expenses
------------           ----------     ----------   --------
Akin Gump Strauss      06/01/09 to      $962,202    $25,000
Hauer & Feld LLP       06/30/09

Fraser Milner          06/01/09 to     C$548,943   C$11,021
Casgrain LLP           06/30/09

Ashurst LLP            06/01/09 to    GBP115,135     GBP330
                        06/30/09

Richards Layton &      06/01/09 to        $8,998     $1,479
Finger P.A.            06/30/09

                      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: To Auction Off Voice Applications Business
-----------------------------------------------------------
According to Financial Post, Nortel Networks Corp. is auctioning
off its voice-applications business.  The report relates that
Samih Elhage, the executive responsible for the operation, said
that the division is winning major contracts in major contracts in
Britain, Australia and Austria despite the fact that Nortel is in
bankruptcy.  While Nortel's wireless business has been sold,
several units of Nortel are still up for disposal.

As reported by the Troubled Company Reporter on July 29, 2009,
Nortel, at a joint hearing July 28, Nortel obtained orders from
the Ontario Superior Court of Justice and the U.S. Bankruptcy
Court for the District of Delaware approving the sale agreement
with Telefonaktiebolaget LM Ericsson for substantially all of
Nortel's CDMA business and LTE Access assets for a purchase
price of US$1.13 billion.  Under the asset sale agreement,
Ericsson will purchase substantially all of Nortel's CDMA business
which is the second largest supplier of CDMA infrastructure in the
world, and substantially all of Nortel's LTE Access assets giving
it a strong technology position in next generation wireless
networks.  Also as part of this agreement, a minimum of 2,500
Nortel employees supporting the CDMA and LTE Access business will
receive offers of employment from Ericsson.  The parties have
notyet closed the sale.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHERN NEWS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Northern News Company
        3389 M-119
        Harbor Springs, MI 49740

Bankruptcy Case No.: 09-09550

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Harris Bldg II, LLC Harbor Park Storage Co.        09-09551
Harbor Park Market Co.                             09-09554

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: John T. Piggins, Esq.
                  Miller Johnson
                  250 Monroe Avenue NW, Suite 800
                  Grand Rapids, MI 49503
                  Tel: (616) 831-1793
                  Fax: (616) 988-1793
                  Email: ecfpigginsj@millerjohnson.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/miwb09-09550.pdf

The petition was signed by Ronald E. Scherer, president of the
Company.


OMNOVA SOLUTIONS: Moody's Gives Stable Outlook; Keeps 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service moved the rating outlook for OMNOVA
Solutions Inc. to stable from negative and affirmed its B2
Corporate Family Rating and other ratings.  The change in outlook
reflects the improved margins, specifically in the Performance
Chemicals segment, cash flow and liquidity.

OMNOVA's margins and free cash flow have improved over the past
year, primarily due to falling raw material, energy and
transportation costs.  In addition, the company has benefited from
competitors either exiting the market or temporarily reducing
capacity.  OMNOVA has raised prices and taken steps to improve its
cost structure including manufacturing and selling, general and
administrative expense reductions costs.  The decline in crude oil
prices in the second half of 2008 significantly lowered styrene
and butadiene raw material prices which has contributed to the
recent gross margin expansion.  However, continued weak end market
demand (e.g., in housing, commercial construction and
refurbishments, marine) will continue to pressure sales through
the end of 2009 and into 2010.

OMNOVA's liquidity is primarily supported by its revolving credit
facility, cash balances ($23.7 million as of May 31, 2009) and
expectations for positive free cash flow over the next twelve
months.  Availability under the revolver was $46.4 million as of
May 31, 2009, and is expected to improve as working capital needs
in the second half of the year decline.  The fall in raw material
prices (and sales) provided working capital relief through first
half of 2009, when the company is normally investing in working
capital to support seasonal sales to the chousing and construction
industries.

This summarizes the ratings:

OMNOVA Solutions Inc.

* Outlook: Stable from Negative

Ratings Affirmed:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $150mm Gtd Sr Sec Term Loan B due 2014 -- B2 (LGD4, 57%) from B2
  (LGD4, 51%)

Moody's most recent announcement concerning the ratings for OMNOVA
was on November 6, 2008, when the firm's outlook was moved to
negative from stable as a result of weak operating margins and
concerns over the company's liquidity.

OMNOVA manufactures decorative and functional surfaces, emulsion
polymers and specialty chemicals.  The company operates in two
business segments, Decorative Products (approximately 40% of
FY2008 consolidated net sales), which makes commercial wall
coverings, coated fabrics and decorative laminates, and
Performance Chemicals (approximately 60% of FY 2008 consolidated
net sales), which offerings include binders, coatings and
adhesives for the paper and carpet industries.  OMNOVA is a
producer of styrene butadiene latex in North America.
Headquartered in Fairlawn, Ohio, OMNOVA was formed when it was
spun-off from GenCorp in 1999.  Revenues were $781 million for the
LTM ended May 31, 2009.


ON ASSIGNMENT: Weak Operations Won't Affect Moody's 'Ba3' Rating
----------------------------------------------------------------
Moody's Investors Service said the ratings of On Assignment, Inc.
-- including the Ba3 Corporate Family Rating, stable outlook, and
SGL-2 liquidity rating -- are currently not impacted by the
company's weak operating performance in the first half of 2009.

On Assignment, Inc. is a diversified professional staffing firm
providing flexible and permanent staffing solutions in specialty
skills including Laboratory/Scientific, Healthcare/Nursing,
Physicians, Medical Financial, Information Technology and
Engineering.  The company generated revenues of $528 million in
the twelve months ended June 30, 2009.


ONE COMMUNICATIONS: Moody's Withdraws B2 Rating on $275 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service has withdrawn the B2 rating assigned to
One Communications Corp.'s proposed $275 million (gross proceeds)
senior secured note issuance.  The Company has elected not to
proceed with the note issuance due to inopportune market
conditions.  Moody's believes that the company may seek to raise
the contemplated funds if market conditions improve.  Moody's also
notes that if One Communications is unable to refinance or amend
its existing senior secured term loan, the Company will be
operating under tight covenant compliance over the rating horizon.

Withdrawals:

Issuer: One Communications Corp.

  -- US$275M Senior Secured Regular Bond/Debenture, B2 LGD4- 51%

Moody's most recent rating action on One Communications was on
June 25, 2009, when the rating agency assigned a B2 rating to the
Company's proposed senior secured note issuance.

One Communications is a CLEC headquartered in Burlington, MA.  The
Company generated over $785 million in revenues in 2008.


ONE COMMUNICATIONS: S&P Puts 'B' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'B' corporate credit rating, on Burlington,
Massachusetts-based One Communications Corp. on CreditWatch with
negative implications.  S&P is also withdrawing the 'B' issue-
level and '5' recovery ratings on the company's $275 million
senior secured notes due 2015.

"The CreditWatch placement reflects its increasing concerns that
the company may violate its bank credit facility covenants or that
the cushion will be very limited in the third quarter of 2009,"
said Standard & Poor's credit analyst Allyn Arden, "most notably
the total leverage covenant, which steps down to 2.75x from
3.00x."  On June 22, 2009, the company announced that it would
launch $275 million of senior secured notes and as part of the
transaction it would get more favorable financial covenants.
However, the company recently decided to not proceed with the bond
transaction and as a result, S&P is withdrawing its ratings on the
notes.  While One Communications' financial performance has
remained relatively stable over the past few quarters and
operating lease-adjusted leverage is low for the rating at 3.8x
(not used in the covenant calculation) as of the March 2009
quarter, S&P is concerned that in light of bond transaction not
being completed, the company will be challenged to maintain
compliance under its bank credit facility covenants, unless it
obtains relief.

"We will resolve the CreditWatch listing as additional information
becomes available regarding the third-quarter performance, market
opportunities, or potential covenant relief," added Mr. Arden.
Without a refinancing or covenant relief, S&P could still lower
the ratings if there is inadequate protection.


ORLEANS HOMEBUILDERS: Eyes Amendment to Revolving Credit Facility
-----------------------------------------------------------------
Orleans Homebuilders, Inc., said the cash flow savings and
enhanced liquidity obtained from its private debt exchange
offering -- for 100% of its $75 million aggregate principal amount
of unsecured junior subordinated trust preferred securities issued
by an affiliate of the Company on November 23, 2005 for new
unsecured junior subordinated notes issued by OHI Financing, Inc.,
a wholly owned subsidiary of the Company -- are not sufficient to
meet the Company's current liquidity needs.

The Company anticipates that without an amendment to the Company's
revolving credit facility to increase borrowing base availability
on or before August 15, 2009 -- the date the borrowing base
certificate as of July 31, 2009 is due -- the net borrowing base
availability at that time will be significantly less than the
borrowings outstanding under the revolving credit facility at that
time.  If the Company is not successful in obtaining a bank
amendment addressing its borrowing base liquidity and other needs
on or before August 15, 2009, the Company anticipates that it will
likely not have sufficient liquidity to continue its normal
operations and will be in breach of its minimum liquidity covenant
under the revolving credit facility at that time, or within
approximately a week thereafter.

While the Company continues to work constructively with its
lenders to obtain an amendment to the Company's revolving credit
facility addressing the Company's liquidity and covenant needs,
and it remains hopeful that such an amendment can be obtained, the
Company can offer no assurance that it will be able to obtain such
an amendment, obtain such an amendment on acceptable terms or
obtain alternative financing in the event it does not obtain such
an amendment.

               Terms of Revolving Credit Facility

The borrowing limit under the Company's December 2004 Revolving
Credit Facility, as amended, is $405,000,000.  The amount will be
reduced to $375,000,000 beginning July 16, 2009, unless otherwise
permanently reduced to an amount less than or equal to
$375,000,000, as a result of certain required prepayments.

A fee will be earned and payable on September 15, 2009, equal to
8.0% per annum, calculated on a daily basis, of the difference
between $250,000,000 and the aggregate level of the lenders'
lending commitments under the Revolving Credit Facility as they
exist from time to time between September 30, 2008, and the
earlier of September 15, 2009 and the date the commitments are
permanently reduced to $250,000,000; however this fee will be
reduced by 80% if the aggregate level of commitments on or before
September 15, 2009, have been permanently reduced to $250,000,000
or less.

The Company expects that it will pay no amounts under this
provision as it intends to refinance or otherwise modify the debt
before the payment is due and payable.

In addition, if all indebtedness under the Revolving Credit
Facility is not fully repaid by December 20, 2009, a separate fee
will be earned and payable on December 20, 2009 equal to 8.0% per
annum of the amount by which the aggregate commitments under the
Revolving Credit Facility that exist from time to time after
September 15, 2009 exceed $250,000,000, calculated on a daily
basis.  Under this provision, the Company currently estimates that
the minimum it will be required to pay is $0 and the maximum is
$2,630,000.  The Company expects that it will pay no amounts under
this provision as it intends to refinance the debt before the
payment is due and payable.

In addition to any interest that may be payable with respect to
amounts advanced by the lenders pursuant to a letter of credit,
the Company will be required to pay to the lender issuing letters
of credit an issuance fee of 0.125% of the amount of the letters
of credit.

The Revolving Credit Facility contains various financial
covenants, which among other things, require that:

     -- Subject to a five-day cure period, the Company must
        maintain a minimum consolidated tangible net worth of at
        least $25,000,000 (1) reduced by the sum of (a) any
        impairments or other charges under GAAP on assets in the
        borrowing base taken by the Company and recorded in
        respect of the financial quarters ended December 31, 2008
        and March 31, 2009, plus (b)  any deferred tax assets
        valuation allowance reserves recorded in respect of the
        fiscal quarters ended December 31, 2008 and March 31,
        2009, plus (c) any impairments or write-offs relating to
        tangible assets or pre-acquisition costs not contained in
        the borrowing base recorded in respect of the fiscal
        quarters ended December 31, 2008 and March 31, 2009
        (provided, however, that the aggregate covenant level
        reduction pursuant to this clause (1) shall not exceed
        $15,000,000), and (2) increased by the sum of (x) any
        favorable adjustment to the deferred tax asset valuation
        allowance recorded in respect of the fiscal quarters ended
        December 31, 2008 and March 31, 2009, plus (y) 50% of
        positive quarterly net income after March 31, 2008.

     -- The Company must maintain a required liquidity level based
        on cash plus borrowing base availability of at least
        $10,000,000 of cash and cash equivalents (including cash
        Held at a title company) on a consolidated basis at all
        times, minus the amount by which the then-outstanding
        principal balance of the Company's loans plus any swing
        line loans exceeds the then-current borrowing base
        availability.

     -- The Company's minimum cash flow from operations ratio
        based on cash flow from operations to interest incurred
        covenant, must exceed 1.25-to-1.00 for the quarter ending
        December 31, 2008; 0.40-to-1.00 for the quarter ending
        March 31, 2009; 0.50-to-1.00 for the quarter ending
        June 30, 2009; and 0.65-to-1.00 for the quarter ending
        September 30, 2009, and thereafter.  Cash flow from
        operations is calculated based on the last 12 months
        cash flow from operations, adjusted for interest paid
        (excluding any amortized deferred financing costs related
        to all amendments to the Amended Credit Agreement, the
        Second Amended Credit Agreement and the trust preferred
        securities and any future amendments to any of the
        foregoing), amounts from the disposition of model homes
        that are subject to a sale-leaseback transaction to the
        extent such amounts are not otherwise included in net cash
        provided by operating activities, and interest income.

     -- The maximum amount of cash or cash equivalents (excluding
        cash at title companies) the Company is allowed to
        maintain for any consecutive five-day period is
        $15,000,000.

     -- The Company may purchase improved land (i.e., finished lot
        takedowns or controlled rolling lot options) purchased by
        the borrowers in the normal course of business, consistent
        with the projections provided to the lenders, but
        otherwise limits the Company's ability to purchase
        improved and unimproved land

     -- At the fiscal quarters ended September 30, 2006,
        December 31, 2006, March 31, 2007, June 30, 2007,
        March 31, 2008, June 30, 2008, and December 31, 2008, the
        Company would have been in violation of certain financial
        covenants in the Amended and Restated Credit Agreement if
        not for the first, second, third and fourth amendments to
        and waiver letter with respect to the Amended and Restated
        Credit Agreement, the Second Amended Credit Agreement, the
        waiver letter and the First Amendment to the Second
        Amended Credit Agreement, respectively.

Orleans Homebuilders, Inc. (AMEX: OHB) --
http://www.orleanshomes.com-- develops, builds and markets high-
quality single-family homes, townhouses and condominiums.  It has
operations in Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.

On February 11, 2009, Orleans Homebuilders reported that it and
its lenders have entered into the First Amendment to its Second
Amended and Restated Credit Loan Agreement and First Amendment to
Security Agreement, effective immediately.  Among other things,
the Amendment immediately improves the borrowing base availability
calculation by decreasing certain borrowing base category
limitations.  The Troubled Company Reporter reported February 2,
2009, Orleans Homebuilders received a limited waiver from its
lenders under the Company's Second Amended and Restated Revolving
Credit Line Agreement.


ORLEANS HOMEBUILDERS: Inks Employment, Non-Compete Deal with Vesey
------------------------------------------------------------------
Orleans Homebuilders, Inc., on August 6, 2009, entered into an
Employment Agreement and a Non-Competition and Confidentiality
Agreement with Thomas R. Vesey.  The Agreements are effective as
of August 1, 2009.

Pursuant to the terms of the Employment Agreement, Mr. Vesey will
continue to be employed on an "at-will" basis as Executive Vice
President -- Southern Region, reporting to the President and Chief
Operating Officer of the Company, or as otherwise determined by
the Chairman, President, Chief Operating Officer, Vice Chairman or
the Company's Board of Directors, or by a committee thereof.
However, after the closing date of any transaction constituting a
change of control, Mr. Vesey will have such title, duties and
responsibilities, and be subject to the supervision and control of
such persons as may be, after taking into account the fact that a
change of control has occurred and other relevant facts and
circumstances, determined by the Company in its sole discretion
from time to time.

Mr. Vesey's base salary will continue to be $300,000, which will
be reviewed annually and may be adjusted upward or, after
September 30, 2010, downward without the consent of Mr. Vesey,
provided that in the event of the consummation of a change of
control, the base salary will not be decreased from the level in
effect at the closing date of the change of control without Mr.
Vesey's consent for a period of one year following the closing
date of the change of control transaction.  Mr. Vesey will also
continue to be eligible to participate in the Company's annual
bonus program (which may include a discretionary bonus) and may
also receive, at the Company's sole discretion, an annual bonus
for fiscal year 2009.  Mr. Vesey will also be paid an annual bonus
of at least $50,000, less applicable withholding amounts, for
fiscal year 2010, provided Mr. Vesey is employed by the Company on
the earlier of October 15, 2010 and the date on which the fiscal
year 2010 bonuses are paid to all employees (anticipated to be
October 2010).

If Mr. Vesey's employment is terminated for any reason or no
reason after his fiscal 2010 bonus is earned, any earned but
unpaid amounts of the fiscal year 2010 annual bonus will be paid
to Mr. Vesey.  Mr. Vesey, and his eligible dependents, where
applicable, will also continue to be eligible to participate in:
(i) the Company's insurance and health benefit plans, including
any supplemental executive retirement plans that may be offered by
the Company, subject to applicable eligibility requirements and
other terms and conditions, (ii)  the Company's equity incentive
plans on terms substantially similar to the terms offered to other
similarly situated Company Officers, and (iii) certain other
fringe benefits offered by the Company.  Mr. Vesey will be
eligible for three weeks of vacation per year and business expense
reimbursement.

Pursuant to the terms of the written Employment Agreement, Mr.
Vesey will also be entitled to:

     (1) Upon any termination of employment, Mr. Vesey will be
         entitled to receive his unpaid base salary through the
         date of termination and expense reimbursement for
         business expenses incurred prior to termination.

     (2) Upon termination of employment by the Company without
         "cause", termination by Mr. Vesey for "good reason",
          or termination by Mr. Vesey for any reason during the
         30-day period immediately preceding the one-year
         anniversary of a change of control, Mr. Vesey will be
         entitled to (i) $300,000 as severance, and (ii) any
         earned but unpaid incentive bonus for fiscal year 2010.

Generally, to be eligible to receive any payments upon
termination, Mr. Vesey is required to execute and not revoke a
Termination Agreement.  In addition, payments required to be made
in the event of termination are to be made within 60 days after
termination, except to the extent necessary to make such payment
at a time and in a manner consistent with Section 409(A) of the
Internal Revenue Code.  If any payments are delayed pursuant to
this provision, those payments will be made in a single lump sum
with interest at the lesser of 5% or prime rate as published in
the Money Rates Section of the Wall Street Journal.

The Company may terminate Mr. Vesey's employment for any or no
reason -- i.e., without "cause" -- by providing Mr. Vesey with 14
days prior written notice, which the Company may waive by paying
Mr. Vesey for such time.  However, the Company may terminate Mr.
Vesey immediately for cause or in the event of Mr. Vesey's
"disability," as defined in the Employment Agreement.

Mr. Vesey may terminate his employment at any time for good reason
by providing the Company with 45 days prior written notice if the
termination date is prior to December 31, 2010, which notice the
Company may waive, or with 30 days prior written notice if the
termination date is after December 31, 2010.

In addition to the Employment Agreement, Mr. Vesey entered into
the Non-Competition Agreement which (i) restricts his ability to
engage in or be financially interested in a business competitive
with the Company, except holding no more than 1% of a class of
equity security of a publicly traded company, for a period of
three months after his termination, (ii) restricts his ability to
solicit certain Company employees and customers for a period of
one year after his termination and (iii) soliciting potential
customers for a period of three months following his termination.
This agreement also contains customary confidentiality provisions.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. (AMEX: OHB)--
http://www.orleanshomes.com-- develops, builds and markets high-
quality single-family homes, townhouses and condominiums.  It has
operations in Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.

On February 11, 2009, Orleans Homebuilders reported that it and
its lenders have entered into the First Amendment to its Second
Amended and Restated Credit Loan Agreement and First Amendment to
Security Agreement, effective immediately.  Among other things,
the Amendment immediately improves the borrowing base availability
calculation by decreasing certain borrowing base category
limitations.  The Troubled Company Reporter reported February 2,
2009, Orleans Homebuilders received a limited waiver from its
lenders under the Company's Second Amended and Restated Revolving
Credit Line Agreement.


ORLEANS HOMEBUILDERS: Wachovia Consents to Exchange Transaction
---------------------------------------------------------------
Orleans Homebuilders, Inc.; its wholly owned subsidiary, Greenwood
Financial, Inc., and certain affiliates of Greenwood; Wachovia
Bank, National Association, as administrative agent, and various
other lenders entered into a Limited Consent to Exchange
Transaction dated as of August 3, 2009.

The Consent was provided pursuant to the Company's Second Amended
and Restated Revolving Credit Loan Agreement dated September 30,
2008, by and among Greenwood and certain of its affiliates as
Borrowers; the Company as guarantor; Wachovia Bank as
administrative agent; and various other lender parties.

The Consent permits the Company and its wholly owned subsidiary
OHI Financing, Inc. to consummate a private debt exchange with
Taberna Preferred Funding III, Ltd., Taberna Preferred Funding IV,
Ltd., and Taberna Preferred Funding VI, Ltd., for 100% of the
outstanding $75 million of unsecured trust preferred securities
issued by the Company's affiliate Orleans Homebuilders Trust II
for new unsecured subordinated notes issued by OHI and guaranteed
by the Company on a subordinated basis.

Orleans Homebuilders Trust II is the holder of the Junior
Subordinated Note due 2036 in the original principal amount of
$77,320,000 issued by the Company pursuant to the Existing
Indenture.

Taberna III, Taberna IV, and Taberna VI are the holders of
Preferred Securities in the original aggregate principal amount of
$75,000,000 issued by Trust II.

The Company and The Bank of New York Mellon, as trustee, have
entered into a Junior Subordinated Indenture pursuant to which
Company proposes to issue $93,750,000 in aggregate principal
amount of the Junior Subordinated Notes due 2036:

     -- Junior Subordinated Note due 2036 in the original
        principal amount of $35,156,000 issued by the Company to
        Taberna III;

     -- Junior Subordinated Note due 2036 in the original
        principal amount of $30,469,000 issued by the Company to
        Taberna IV; and

     -- Junior Subordinated Note due 2036 in the original
        principal amount of $28,125,000 issued by the Company to
        Taberna VI.

The private debt exchange also closed on August 3.

The terms of the Credit Agreement prohibited the consummation of
the Exchange without the consent of two-thirds (by commitment) of
the Lenders.  The Consent provided the Lender consent necessary
under the terms of the Credit Agreement to consummate the
Exchange.  In addition, in connection with consummating the
Consent, the Company provided to the Lenders a mortgage on a
parcel of real property consisting of roughly 60 lots as security
for the performance of the Borrowers' obligations under the Credit
Agreement.  The lots subject to the mortgage had previously been
included in the borrowing base calculations under the Credit
Agreement.

In addition, the Consent also provides Lender consent for the
Company to enter into an exchange offer with respect to its
outstanding $30 million issue of 8.52% unsecured junior
subordinated trust preferred securities issued by the Company's
affiliate Orleans Homebuilders Trust I provided that (i) the terms
of the exchange offer for those trust preferred securities are
substantially similar to, and no less favorable to the Borrowers,
the Company, and the Lenders, than the terms of Exchange, as
determined by the Agent, (ii) the exchange offer is consummated
prior to September 30, 2009, (iii) the documentation for the
exchange offer is in form and substance satisfactory to the Agent,
and (iv) no Event of Default, or any condition or event that,
after notice or lapse of time or both, would constitute and Event
of Default, has occurred and is continuing as of the effective
date of the exchange offer.

In addition, the Consent also contained other customary terms
relating to representations, warranties and acknowledgements by
the Borrowers and the Company, limitations on the consent,
conditions to the effectiveness of the Consent and the waiver by
Borrowers and the Company of certain claims and causes of action
the Borrowers or the Company may have against the Agent or the
other Lenders.

Jeffrey P. Orleans, Chief Executive Officer, stated, "We
appreciate the cooperation of the holders of our $75 million issue
of trust preferred securities in these challenging times.  We
believe that the terms of the new subordinated notes will improve
our ability to manage through the current difficult homebuilding
environment and over the longer term."

                   Principal Terms of New Notes

The Indenture sets forth the principal terms of the New Notes,
including:

     -- The New Notes require quarterly interest payments (a) at
        an interest rate of 1.00% per annum for each of the first
        five years through and including July 30, 2014; (b) at an
        interest rate of 8.61% per annum from July 31, 2014
        through January 30, 2016 inclusive; and (c) at an interest
        rate of LIBOR plus 3.60% per annum thereafter.

     -- The aggregate principal amount of the New Notes is
        $93.75 million and the New Notes mature on January 30,
        2036 (the same maturity date as the Trust Preferred
        Securities).

     -- The Company may redeem the New Notes in whole or in part
        at any time prior to the maturity date at a price equal to
        the principal amount plus any accrued and unpaid interest
        to the date of redemption.

     -- The New Notes are entitled to the benefit of a
        $5.0 million financial letter of credit which may be drawn
        upon by the Trustee for the benefit of the holders of the
        New Notes upon the occurrence of certain Events of Default
        under the Indenture, the redemption of the New Notes
        pursuant to a "change of control" for less than the
        principal amount of the New Notes, the non-renewal of the
        Letter of Credit or the issuer of the Letter of Credit
        failing to maintain certain rating characteristics without
        the issuance of a replacement letter of credit by an
        issuer conforming with such characteristics.

     -- In the event of a "change of control", the Company may, at
        its option, redeem the New Notes in whole at a price equal
        to the aggregate of (a) $17.580 million provided that the
        change of control occurs on or before December 31, 2012,
        or $21.975 million if the change of control occurs on or
        after January 1, 2013, but prior to the maturity date;
        plus (b) the $5.0 million Letter of Credit, plus (c)
        0.17857 times the amount paid or distributed to or
        received by, directly or indirectly, the equity interests
        of the Company.  In no event shall this optional
        redemption amount ever exceed the par amount of the New
        Notes.

     -- "Change of control" is defined in the Indenture as the
        occurrence of one or more of:

        (a) any sale, lease, exchange or other transfer (in one
            transaction or a series of related transactions) of
            all or substantially all of the assets of the Company
            to any person or group of related persons for purposes
            of Section 13(d) of the Exchange Act, together with
            any affiliates thereof, on an arm's-length basis with
            an entity that is not an affiliate of the Company; or

        (b) any person or Group -- other than Jeffrey P. Orleans
            and his affiliates and family or any affiliate of the
            Company -- will acquire either by purchase from a JPO
            Party or from the Company through purchase or merger
            or otherwise, directly or indirectly, beneficially or
            of record, shares representing more than 80% of the
            issued and outstanding equity interests of the Company
            and more than 50% of the aggregate ordinary voting
            power represented by the issued and outstanding equity
            interests of the Company.

     -- The Indenture generally restricts OHI from declaring or
        paying any dividends or distributions on equity until
        July 30, 2014.  In addition, neither the Company nor OHI
        shall incur any debt that is senior in right of payment to
        the New Notes or the guarantee of the New Notes, as the
        case may be, and subordinated in right of payment to any
        other debt of the Company or OHI, as the case may be.  No
        debt will be deemed to be subordinated in right of payment
        to any other debt of the Company or OHI solely by virtue
        of such debt being unsecured or by virtue of the fact that
        the holders of such debt have entered into one or more
        intercreditor agreements giving one or more of such
        holders priority over the other holders in the collateral
        held by them.  Furthermore, neither the Company nor OHI
        nor any of their respective Subsidiaries may incur any
        Senior Debt (a) other than any Senior Debt that is
        incurred in an arm's-length transaction with a party that
        is not a JPO Party and on terms which the Company or OHI,
        as the case may be, reasonably determines are commercially
        reasonable or (b) the proceeds of which are distributed to
        an entity other than the Company, OHI or a Subsidiary of
        either thereof which is subject to the covenants of the
        Indenture.

     -- The Company will not, without the express written consent
        of the holders of a majority in aggregate principal amount
        of the outstanding New Notes, enter into an exchange
        offer, amendment, supplement or similar transaction with
        respect to the existing $30 million of 8.52% trust
        preferred securities unless the material terms of any such
        transaction are substantially similar to and not more
        favorable to the holders of those securities than those
        set forth under the Indenture.

     -- The Indenture contains these principal events of default:

           (i) default in the payment of any interest upon any New
               Note when it becomes due and payable, and
               continuance of such default for a period of 30
               days;

          (ii) default in the payment of the principal of or any
               premium on any New Note at its maturity;

         (iii) default in the performance, or breach, of any
               covenant or warranty of the Company or OHI in the
               Indenture, the Parent Guarantee Agreement or the
               Exchange Agreement (with certain limited
               exceptions) and continuance of such default or
               breach for a period of 30 days after there has been
               given, by registered or certified mail, to the
               Company and OHI by the Trustee or to the Company,
               OHI and the Trustee by the holders of at least
               25% in aggregate principal amount of the
               outstanding New Notes a written notice specifying
               such default or breach and requiring it to be
               remedied and stating that such notice is a "Notice
               of Default" under the Indenture; and

          (iv) certain events of bankruptcy involving OHI or the
               Company.

     -- The Indenture contains provisions that subordinate the
        payment of principal and interest on the New Notes (but
        not the proceeds of a drawing under the Letter of Credit)
        to the prior payment in full of Senior Debt.  Senior Debt
        is defined as the principal of and any premium and
        interest on (including interest accruing on or after the
        filing of any petition in bankruptcy or for reorganization
        relating to OHI, whether or not such claim for post-
        petition interest is allowed in such proceeding) all Debt
        of the Company and OHI, whether incurred on or prior to
        the date of the Indenture or thereafter incurred, unless
        it is provided in the instrument creating or evidencing
        the same or pursuant to which the same is outstanding,
        that such obligations are not superior in right of payment
        to theNew Notes; provided that Senior Debt shall not be
        deemed to include any (i) debt or (ii) other debt
        securities (and guarantees, if any, in respect of such
        debt securities) issued to any trust (or a trustee of any
        such trust), partnership or other entity affiliated with
        OHI that is a financing vehicle of OHI (a "financing
        entity") in connection with the issuance by such financing
        entity of equity securities or other securities, in each
        case pursuant to an instrument that ranks pari passu with
        or junior in right of payment to the Indenture.

     -- The Indenture provides that OHI may only consolidate or
        merge with, or sell, lease or convey all or substantially
        all of its assets to, entities that meet certain
        conditions and with the consent of the holders of a
        majority in principal amount of the outstanding New Notes,
        subject to the exercise of the redemption right.

Garry P. Herdler, Executive Vice President and Chief Financial
Officer, stated, "While the Company continues to be negatively
impacted by poor industry fundamentals, this transaction improves
the Company's capital structure, flexibility and liquidity through
the significant cash flow savings for each of the next five years.
We believe that this debt exchange agreement is a positive first
step for the bank group, the Company and the holders of these
notes."

A full-text copy of the Limited Consent to Exchange Transactions
dated as of August 3, 2009, by and among Greenwood Financial, Inc.
and certain affiliates, Orleans Homebuilders, Inc., Wachovia Bank,
National Association and various other lenders party thereto, is
available at no charge at http://ResearchArchives.com/t/s?41b7

A full-text copy of the Exchange Agreement among OHI Financing,
Inc., the Company, Taberna Preferred Funding III, Ltd., Taberna
Preferred Funding IV, Ltd., and Taberna Preferred Funding VI, Ltd.
dated as of August 3, 2009, is available at no charge at:

                http://ResearchArchives.com/t/s?41b8

A full-text copy of the Junior Subordinated Indenture between OHI
Financing, Inc., as issuer, and The Bank of New York Mellon as
Trustee, dated as of August 3, 2009, is available at no charge at:

                http://ResearchArchives.com/t/s?41b9

A full-text copy of the Parent Guarantee Agreement between Orleans
Homebuilders, Inc., as Parent Guarantor, and The Bank of New York
Mellon, as Guarantee Trustee, dated as of August 3, 2009, is
available at no charge at http://ResearchArchives.com/t/s?41ba

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. (AMEX: OHB) --
http://www.orleanshomes.com-- develops, builds and markets high-
quality single-family homes, townhouses and condominiums.  It has
operations in Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.

On February 11, 2009, Orleans Homebuilders reported that it and
its lenders have entered into the First Amendment to its Second
Amended and Restated Credit Loan Agreement and First Amendment to
Security Agreement, effective immediately.  Among other things,
the Amendment immediately improves the borrowing base availability
calculation by decreasing certain borrowing base category
limitations.  The Troubled Company Reporter reported February 2,
2009, Orleans Homebuilders received a limited waiver from its
lenders under the Company's Second Amended and Restated Revolving
Credit Line Agreement.


PEQUOT CAPITAL: SEC May Sue Co. for Insider-Trading
---------------------------------------------------
Kara Scannell and Jenny Strasburg at The Wall Street Journal
report that the U.S. Securities and Exchange Commission sent a
letter to Pequot Capital Management and its founder Arthur
Samberg, saying that it is prepared to bring civil fraud charges
against them over the Company's 2001 trading of Microsoft Corp.
stock.

As reported by the Troubled Company Reporter on August 12, 2009,
Mary Schapiro, the SEC chairperson, said that since 2005, the
agency had received about 45 referrals from self-policing industry
watchdogs related to Pequot Capital.  Pequot Capital closed in May
2009 amidst investigations on alleged insider trading.

The Journal relates that the SEC sent a Wells notice to
Mr. Samberg and the firm indicating that it may seek to prevent
him from serving as an investment adviser.  Citing a person
familiar with the matter, the report says that Pequot Capital
received the Wells notice about six weeks ago.  The Journal says
that a Wells notice is issued to indicate that a SEC staff will
recommend to the five-member commission that it approve the filing
of a lawsuit or administrative proceeding.

According to The Journal, a source said that Mr. Samberg and
Pequot Capital argued that the trades weren't based on material,
nonpublic information.  Citing Pequot Capital, the report states
that the Company, along with Mr. Samberg, would likely fight the
charges if the SEC were to move forward with the case.

Pequot Capital Management, Inc. -- https://www.pequotcap.com/ --
is a U.S. registered investment adviser founded in 1998 by Arthur
J. Samberg, Chairman and Chief Executive Officer, to manage the
Pequot Family of Funds, which began trading in 1986.  Pequot
Capital managed about $15 billion in 2001, making it one of the
largest hedge funds in the world.

As reported by the Troubled Company Reporter on May 29, 2009,
Pequot Capital founder Arthur Samberg said that he decided to
close the business, citing public disclosures about the continuing
investigation, which he claimed had "cast a cloud over the firm"
and had "become a source of personal distraction."


PIONEER 74 LOTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pioneer 74 Lots, LLC
        801 Kearny Street
        San Francisco, CA 94108

Bankruptcy Case No.: 09-32305

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: Guy A. Odom Jr., Esq.
                  Law Offices of Guy A. Odom Jr.
                  800 W El Camino Real #180
                  Mountain View, CA 94040
                  Tel: (650) 965-4400
                  Email: odomlawoffices@aol.com

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

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

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

The petition was signed by Martin Lee Eng, owner of the Company.


PHYSICIANS FORMULA: Posts $591,000 Profit But Defaults on Loan
--------------------------------------------------------------
Physicians Formula Holdings, Inc., posted a net income of $591,000
for three months ended June 30, 2009, compared with a net loss of
$1,983,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1,123,000 compared with a net income of $3,036,000 for the
same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $107,830,000, total liabilities of $56,836,000 and
stockholders' equity of $50,994,000.

The Company related that there is substantial doubt about its
ability to continue as a going concern.  Since July 29, 2009, the
Company has had outstanding indebtedness under its senior credit
facility in excess of the maximum amount it is permitted to borrow
under its borrowing base, which triggered an event of default
under the Company's senior credit agreement beginning August 5,
2009.  The Company is in active discussions with the lender
regarding the event of default but has not obtained a waiver.  As
a result of the event of default, the Company is precluded from
borrowing under its senior credit facility and all indebtedness
outstanding under the credit facility could be declared
immediately due and payable, which would have a material adverse
effect on the Company's business, financial condition and
liquidity and could impact the Company's ability to continue as a
going concern.

There is no assurance that the Company will be able to obtain a
waiver, and even if it does, the Company may be required to agree
to other changes in the senior credit agreement, including
increased interest rates, tighter covenants or lower availability
thresholds, or pay a fee for waiver.  If the indebtedness
outstanding under the credit facility is declared due and
immediately payable, then the Company would need to obtain
additional sources of liquidity; however, given the unprecedented
instability in worldwide capital markets, there can be no
assurance that the Company will be able to obtain additional
sources of liquidity on terms acceptable to the Company, or at
all.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?418b

Physicians Formula Holdings, Inc. (NASDAQ:FACE) is a cosmetics
company, which specializes in developing and marketing products
for the mass market channel.  The Company's products focus on
addressing skin imperfections.  Its products address specific,
everyday cosmetics needs and include face powders, bronzers,
concealers, blushes, foundations, eye shadows, eye liners, brow
makeup and mascaras.  The Company sells its products to mass
market channel to retailers, such as Wal-Mart, Walgreens, CVS,
Target and Rite Aid.


POLYFUEL INC: Fails to Find Buyer, to Cease Operations
------------------------------------------------------
PolyFuel Inc said on Thursday it would cease operations
immediately and seek shareholder approval to liquidate its assets
after failing to secure a buyer.

The board of PolyFuel has previously announced that it was
exploring various strategic alternatives, including the possible
sale of the Company or an orderly wind down of its operations.

Unfortunately, notwithstanding extensive efforts during the past
several months, the Board and its banker, KBC Peel Hunt have been
unable to secure a satisfactory offer for the Company on a going
concern basis.  Consequently PolyFuel will be ceasing operations
immediately and the Board will be seeking shareholder approval for
the dissolution of the Company and liquidation of its assets.

As part of this process the Board will also be seeking approval to
delist from  AIM and the London Stock Exchange has agreed that
trading of the Company's shares continue to be suspended pending
the cancellation of the Company's AIM listing.

Meanwhile, Harry Fitzgibbons, a non-executive Director of PolyFuel
since July 2005, has elected to resign from the Board at this
time, with immediate effect.

                        About PolyFuel Inc.

PolyFuel claims to be a world leader in engineered membranes for
fuel cells and has developed technology for use in portable fuel
cells, which the Company believes will enable portable consumer
electronic devices to deliver unlimited, unplugged runtimes.  It
is currently pursuing the commercialisation of its breakthrough
membrane material for the Direct Methanol Fuel Cell (DMFC).

PolyFuel, a U.S. corporation, is headquartered in Mountain View,
California where it conducts its membrane research and
development, manufacturing, business development and
administrative activities.  The Company has also a facility in
Burnaby, British Columbia focused on advanced reaserch in fuel
cell systems technology.


QUEST RESOURCE: Restatement Prompts Delay of Q2 2009 Fin'l Report
-----------------------------------------------------------------
Quest Resource Corporation said it won't be able to file its
quarterly report for the period ended June 30, 2009, on time.

Quest presented restated and re-audited financial statements for
the years ending December 31, 2005, 2006, and 2007 in its Form 10-
K for the year ended December 31, 2008.  To accomplish this, Quest
said it first had to complete the audit of the financial
statements for the year ended December 31, 2008 and the re-audits
of the financial statements for the years ended December 31, 2005,
through 2007.  Quest filed its Annual Report on Form 10-K on
June 3, 2009, and Amendment No. 1 to its Annual Report on Form 10-
K/A on July 29, 2009, which was filed to correct errors identified
in July 2009 related to its consolidated statement of operations
during the year ended December 31, 2008.  Additionally, Quest
filed amendments to its Quarterly Reports on Form 10-Q/A for the
quarters ended March 31, 2008, and June 30, 2008, on July 14,
2009, and the initial filing of its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2008, on July 29, 2009.

Quest is currently in the process of completing the initial filing
of its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009, and its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009, and Quest plans to file its First
Quarter Form 10-Q before filing its Second Quarter Form 10-Q.

Quest anticipates that, based on the information that is currently
available to it, Quest's results of operations for the quarter
ended June 30, 2009, will be significantly different from those
for 2008, based upon the significant developments that have
occurred in its business since June 30, 2008, including increased
production; the acquisition of PetroEdge Resources (WV) LLC (k/n/a
Quest Eastern Resource LLC) in July 2008, the costs of the
previously reported internal investigation into the activities of
former management; the costs associated with the proposed merger
among Quest, Quest Energy Partners, L.P. and Quest Midstream
Partners, L.P.; the magnitude of the cumulative effect of the
restatement adjustments to Quest's financial statements for the
years ending December 31, 2005, 2006, and 2007, and the
significant decline in the price of natural gas during the first
half of 2009 compared to the first half of 2008.

Quest is unable to provide a reasonable estimate of its results
for the quarter ending June 30, 2009, as it is still in the
process of first completing the First Quarter Form 10-Q.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net,and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.

At December 31, 2008, the Company had $650,176,000 in total
assets; $96,276,000 in current liabilities, $353,246,000 in long-
term liabilities, and $204,536 in minority interests; resulting in
$3,882,000 in stockholders' deficit.


RALPH MILLER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ralph A. Miller, III
        28 Towpath Way
        New Hope, PA 18938

Bankruptcy Case No.: 09-16041

Chapter 11 Petition Date: August 12, 2009

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

Debtor's Counsel: Allen B. Dubroff, Esq.
                  101 Greenwood Avenue, Fifth Floor
                  Jenkintown, PA 19046
                  Tel: (215) 635-7200
                  Fax: (215) 635-7212
                  Email: adubroff@fsalaw.com

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

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

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

The petition was signed by Ralph A. Miller, III.


REALOGY CORP: Has $27M Q2 Loss, Needs Lower Leverage Ratio in Q3
----------------------------------------------------------------
Realogy Corporation incurred a net loss of $15,000,000 on net
revenues of $1,018,000,000 during the three months ended June 30,
2009, compared with a net loss of $27,000,000 on net revenues of
$1,389,000,000 during the same period last year.

Net loss for the six months ended June 30, 2009, was $274,000,000
compared with $160,000,000 in the 2008 period.

Realogy Corp. said it had assets of $8,425,000,000 against debts
of $9,430,000,000, for a total stockholders' deficit of
$1,005,000,000 as of June 30, 2009.

Realogy noted in a statement that it generated $172 million of
cash flow from operations in the first half of 2009 -- a year-
over-year improvement of $246 million -- and, as of June 30, 2009,
had $356 million of readily available cash.

Realogy's EBITDA for the period was positively affected by
$36 million of legacy items net of restructuring charges,
including $49 million from the prepayment of a receivable from
Wright Express.

"While the rate of decline in home sales is slowing and there are
emerging positive signals, given the macroeconomic headwinds it is
premature to conclude that the housing market has started its
rebound," said Realogy Chief Executive Officer Richard A. Smith.
"That said, long term we remain bullish on housing and are very
well positioned to capitalize on its eventual recovery."

                        Covenant Compliance

In connection with a merger with an entity affiliated with Apollo
Management L.P. in April 2007, Realogy Corporation entered into a
senior secured credit facility consisting of (i) a $3,170 million
term loan facility, (ii) a $750 million revolving credit facility
and (iii) a $525 million synthetic letter of credit facility.
The credit facility contains financial, affirmative and negative
covenants and requires the Company to maintain on the last day of
each quarter a senior secured leverage ratio not to exceed a
maximum amount.  Specifically the Company's senior secured debt
(net of unsecured cash and permitted investments) to trailing
twelve month EBITDA, calculated on a "pro forma" basis pursuant to
the senior secured credit facility, may not exceed 5.35 to 1 at
June 30, 2009.  The ratio steps down to 5.0 to 1 at September 30,
2009 and to 4.75 to 1 at March 31, 2011 and thereafter.

As of June 30, 2009, the Company's senior secured leverage ratio
was 5.1 to 1.  The senior secured leverage ratio is determined by
taking Realogy's senior secured net debt of $3.4 billion at June
30, 2009 and dividing it by the Company's Adjusted EBITDA of $655
million for the 12 months ended June 30, 2009.

In its Form 10-Q explaining its second quarter 2009 results,
Realogy said that based upon current financial forecast, it will
continue to be in compliance with, or be able to avoid an event of
default under, the senior secured leverage ratio and meet its cash
flow needs during the next twelve months.

Realogy said it can avoid violating the covenant by reducing debt,
increasing earnings or having a holding company affiliated with
Apollo inject capital by issuing equity.

The Company has the right to avoid an event of default of the
senior secured leverage ratio in three of any of the four
consecutive quarters through the issuance of additional Apollo
affiliate Domus Holdings Corp. equity for cash, which would be
infused as capital into the Company.  The effect of such infusion
would be to increase Adjusted EBITDA and reduce net senior secured
indebtedness.

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

             http://researcharchives.com/t/s?41a4

About Realogy Corp.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended December 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.

Moody's Investors Service on December 19, 2008, lowered its
corporate family rating on Realogy to Caa3 from Caa2 following the
company's withdrawal of an exchange offer to holders of its senior
unsecured cash pay, unsecured toggle and subordinated notes.

As reported by the Troubled Company Reporter on March 3, 2009,
Moody's said Realogy's announcement that its private equity
sponsor, Apollo Management, L.P., may invest up to $150 million in
the company during fiscal 2009 will have no immediate impact on
Realogy's credit ratings, liquidity rating or the negative rating
outlook.


REGAL ENTERTAINMENT: Files Second Quarter Report on Form 10-Q
-------------------------------------------------------------
Regal Entertainment Group filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
July 2, 2009.  A full-text copy of the Form 10-Q is available at
no charge at http://ResearchArchives.com/t/s?41a5

As reported by the Troubled Company Reporter on August 5, 2009,
Regal Entertainment said total revenues for the second quarter
ended July 2, 2009, were $789.2 million compared to total revenues
of $675.8 million for the second quarter ended June 26, 2008.  Net
income was $40.4 million and net income attributable to
controlling interest was $40.5 million in the second quarter of
2009.  Net income was $24.2 million and net income attributable to
controlling interest was $24.3 million for the second quarter of
2008.  Diluted earnings per share was $0.26 for the second quarter
of 2009 compared to $0.16 during the second quarter of 2008.
Adjusted EBITDA was $167.1 million for the second quarter of 2009
and $124.4 million for the second quarter of 2008.

As of July 2, 2009, the Company had total assets of $2.64 billion,
including cash and cash equivalents of $267.7 million; $1.99
billion in total debt; and $227.9 million in stockholders'
deficit.  As of April 2, 2009, the Company had $2.56 billion in
total assets and $2.81 billion in total liabilities.

                     About Regal Entertainment

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  The Company's theatre circuit, comprising
Regal Cinemas, United Artists Theatres and Edwards Theatres,
operates 6,782 screens in 549 locations in 39 states and the
District of Columbia.  Regal operates theatres in all of the top
33 and 44 of the top 50 U.S. designated market areas.

                           *     *     *

As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.

On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes.  The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility.  In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.


RESIDENTIAL CAPITAL: Posts $841MM Net Loss in Qrtr. Ended June 30
-----------------------------------------------------------------
Residential Capital LLC posted a net loss of $841.1 million for
three months ended June 30, 2009, compared with a net loss of
$1.8 billion for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $837.4 million compared with a net loss of $2.7 billion for the
same period in 2008.

The Company's balance sheet showed total assets of $21.9 billion,
total liabilities of $20.9 billion and stockholders equity of
$1.0 billion.

The Company related that there remains substantial doubt about the
Company's ability to continue as a going concern.  The Company
added that it is dependent on its parent and affiliates for
funding and capital support and there can be no assurance that its
parent or affiliates will continue the actions.  GMAC has
disclosed that if the Company were to need additional support,
GMAC would provide that support so long as it was in the best
interests of GMAC stakeholders.

Although GMAC's continued actions through various funding and
capital initiatives demonstrate support for the Company, and
GMAC's status as a bank holding company and completion of its debt
exchange in 2008 and further capital actions in 2009 better
positions GMAC to be capable of supporting the Company, there are
no commitments or assurances for future funding or capital
support.  If GMAC no longer continue to support the capital or
liquidity needs of the Company or if the Company be unable to
successfully execute other initiatives, it would have a material
adverse effect on its business, results of operations and
financial position.

                         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.

                         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
March 31, 2009, the Company had approximately $180 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.


REVLON INC: Offers to Swap New Preferreds for Class A Shares
------------------------------------------------------------
Revlon, Inc., commenced an exchange offer in which each issued and
outstanding share of Revlon Class A common stock may be exchanged
on a one-for-one basis for a share of a newly-issued series of
Revlon preferred stock.

The new shares of preferred stock to be issued to tendering
holders of Class A common stock upon successful consummation of
the Exchange Offer would entitle its holders to:

     -- Cash payments of roughly $7.10 over the four-year term of
        the preferred stock, through the payment of 12.75% annual
        dividends in cash (equal to roughly $0.11 per share
        quarterly), a special cash dividend of $1.50 per share
        after two years, and a $3.71 per share liquidation
        preference at maturity (assuming there is not a change of
        control of Revlon during that period);

     -- The opportunity to share in proceeds upon a change of
        control of Revlon within two years after issuance of the
        preferred stock capped at total payments over the term of
        the preferred stock of $12.00 per preferred share;

     -- The opportunity to share in proceeds upon a change of
        control of Revlon during the third year after issuance of
        the preferred stock capped at total payments over the term
        of the preferred stock of $12.50 per preferred share for
        stockholders electing to forgo the $1.50 special cash
        dividend; and

     -- A security that is senior in Revlon's capital structure
        to the common stock and senior in right of payment to
        Revlon's Senior Subordinated Term Loan.

Each share of the preferred stock to be issued in the Exchange
Offer would have a liquidation preference of $3.71, would be
entitled to receive a 12.75% annual dividend payable quarterly in
cash and would be mandatorily redeemable for cash four years from
issuance.  If Revlon engages in certain change of control
transactions within two years after consummation of the Exchange
Offer, the holders of the preferred stock would have the right to
receive a special cash dividend, capped at an amount that would
provide holders of the preferred stock with aggregate cash
payments of up to $12.00 per share (including the liquidation
preference and any dividends).  If Revlon does not engage in any
such change of control transaction within two years after
consummation of the Exchange Offer, holders of the preferred stock
would have the right to receive a special cash dividend of $1.50
per share.

In addition, each preferred stockholder will have a one-time
opportunity, exercisable not earlier than six weeks nor later than
two weeks prior to the second anniversary of the issuance of the
preferred stock, to convert his or her shares into shares of a new
series of preferred stock in exchange for giving up the right to
receive the $1.50 per share special cash dividend; the effect of
this conversion would be to extend from the second anniversary of
the issuance of the preferred stock until the third anniversary of
such issuance the preferred stockholder's right to receive the
change of control payment (but during such third year capped at
$12.50 per share instead of $12.00 per share (in each case,
including the liquidation preference and any dividends) over the
term of the preferred stock and the new series of preferred
stock).  Each share of preferred stock would have the same voting
rights as a share of Class A common stock, except with respect to
certain mergers.  Any shares of Class A common stock not exchanged
in the Exchange Offer would remain issued and outstanding after
the closing of the Exchange Offer.

Beneficial owners of Revlon Class A common stock who wish to
exchange their shares for preferred stock in the Exchange Offer
should follow the instructions provided to them by their broker or
nominee.  Information for beneficial holders of Revlon Class A
common stock will be mailed to Revlon stockholders by their
brokers.  Registered holders of Revlon Class A common stock who
wish to exchange their shares for preferred stock in the Exchange
Offer should follow the instructions included in the Letter of
Transmittal mailed to Revlon stockholders.  Holders of Class A
common stock may contact D.F. King & Co., Inc., the information
agent for the Exchange Offer, toll-free at (800) 949-2583, with
any questions.

There can be no assurance that the Exchange Offer will be
consummated.  Consummation of the Exchange Offer is subject to,
among other things, the non-waivable condition that at least a
majority of the Class A common stock not beneficially owned by
MacAndrews & Forbes Holdings Inc., Revlon's principal stockholder,
and its affiliates are tendered, and not withdrawn, in the
Exchange Offer.  MacAndrews & Forbes has agreed not to tender any
shares of Class A common stock beneficially owned by it in the
Exchange Offer.  The Exchange Offer has been authorized by all of
the independent members of Revlon's Board of Directors.

The Exchange Offer will expire on September 10, 2009, unless
terminated or extended by Revlon.

Upon the successful completion of the Exchange Offer, the terms of
the $107 million Senior Subordinated Term Loan between Revlon's
wholly owned operating subsidiary, Revlon Consumer Products
Corporation, and MacAndrews & Forbes will be amended to extend the
maturity date of the loan from August 2010 to four years after the
consummation of the Exchange Offer and change its interest rate
from 11% to 12.75% per annum.  If upon completion of the Exchange
Offer MacAndrews & Forbes is eligible to consummate a merger under
Delaware law by reason of its 90% ownership of the outstanding
shares of Class A common stock, MacAndrews & Forbes will as soon
as reasonably practicable seek to consummate a short-form merger
in accordance with Delaware law in which the remaining holders of
Class A common stock (other than MacAndrews & Forbes or its
affiliates) receive shares of the preferred stock to be issued in
the Exchange Offer.  For each share of Class A common stock
exchanged in the Exchange Offer or acquired in a short-form
merger, Revlon will issue to MacAndrews & Forbes one share of
Class A common stock and MacAndrews & Forbes will contribute to
Revlon $3.71 of the aggregate outstanding principal amount of
RCPC's Senior Subordinated Term Loan currently owed to MacAndrews
& Forbes, up to a maximum contribution of $75 million of the
principal amount outstanding under the Senior Subordinated Term
Loan.

On August 10, 2009, counsel for parties in certain Delaware
shareholder lawsuits filed against Revlon, its directors and
MacAndrews & Forbes in connection with an initial proposal by
MacAndrews & Forbes that led to the Exchange Offer reached an
agreement in principle to settle all claims raised therein.

MacAndrews & Forbes, which is wholly owned by Ronald O. Perelman,
beneficially owns roughly 58% of Revlon's outstanding Class A
common stock, 100% of Revlon's Class B common stock and roughly
61% of Revlon's combined outstanding shares of Class A and Class B
common stock, which together represent roughly 75% of the combined
voting power of such shares.

Revlon has filed with the SEC a Schedule TO/13E-3 and Offer to
Exchange, consisting of an offering circular, a related letter of
transmittal and other ancillary offering documents, as well as a
Schedule 14C and Information Statement.  A copy of the Schedule TO
is available at no charge at http://ResearchArchives.com/t/s?41a6

A full-text copy of the Offer to Exchange is available at no
charge at http://ResearchArchives.com/t/s?41a9

On August 10, Revlon President and CEO Alan T. Ennis circulated to
shareholders a preliminary notice and information statement in
connection with the written consent of the majority stockholders
of Revlon related to the issuance of up to 20,235,337 shares of
Class A Common Stock to MacAndrews & Forbes.  A full-text copy of
the letter filed on Form PRE 14C is available at no charge at:

              http://ResearchArchives.com/t/s?41a8

On August 11, Revlon filed Amendment No. 1 to amend the Tender
Offer Statement and Schedule 13E-3 Transaction Statement on
Schedule TO.  The Amendment No. 1 was filed solely to add a Q&A
for Employees, dated August 10, 2009, which was inadvertently
omitted due to printer error.  A full-text copy of the Q&A is
available at no charge at http://ResearchArchives.com/t/s?41a7

                           About Revlon

Revlon Inc. -- http://www.revloninc.com/-- is a worldwide
cosmetics, hair color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and beauty care products company.  Revlon
Inc. conducts its business exclusively through its direct wholly
owned operating subsidiary, Revlon Consumer Products Corporation,
and its subsidiaries.  Revlon is a direct and indirect majority
owned subsidiary of MacAndrews & Forbes Holdings Inc., a
corporation wholly-owned by Ronald O. Perelman.  The Company's
brands, which are sold worldwide, include Revlon(R), Almay(R),
ColorSilk(R), Mitchum(R), Charlie(R), Gatineau(R), and Ultima
II(R).

At June 30, 2009, Revlon had $797.4 million in total assets; and
$326.4 million in total current liabilities, $1.15 billion in
long-term debt, $107.0 million in long-term debt by affiliates,
$213.8 million in long-term pension and other post-retirement plan
liabilities, $66.6 million in other long-term liabilities;
resulting in $1.07 billion in stockholders' deficiency.


SAINT VINCENT: Chapter 11 Case Reassigned to Judge C. Morris
------------------------------------------------------------
The Clerk for the United States Bankruptcy Court for the Southern
District of New York informed Saint Vincent Catholic Medical
Centers that their Chapter 11 Case No. 05-14945 and all pending,
affiliated cases and adversary proceedings have been reassigned
from Judge Adlai S. Hardin, Jr., to Judge Cecelia G. Morris.

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City. The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.


SAINT VINCENT: Frances Alvarez Allowed to File Claim
----------------------------------------------------
Frances Alvarez commenced an action in the Supreme Court of the
State of New York, County of Richmond (Index No. 101993/05),
against Debtor Saint Vincent's Catholic Medical Centers of New
York alleging claims based on injuries due to prepetition, non-
medical malpractice and negligence.  The Action is currently
stayed by the Plan Injunction and the automatic stay imposed by
Section 362 of the Bankruptcy Code.

Moreover, Ms. Alvarez has not filed any proofs of claim in the
Chapter 11 cases, including in respect of the Action.  The Post-
Effective Date Debtors, however, have confirmed that neither Ms.
Alvarez nor her counsel was served with notice of the Bar Date.

Based on that, the Post-Effective Date Debtors and Ms. Alvarez
entered into a Court-approved stipulation (i) to extend the Bar
Date solely to allow a proof of claim with respect to the Action
to be deemed timely filed in the Cases, and (ii) to modify the
Stay and the Plan Injunction to allow the Action to proceed.

The parties also agree that:

  (a) The Stipulation will constitute a proof of claim with
      respect to the Action, and will be deemed to be properly
      and timely filed in the Cases, nunc pro tunc to the Bar
      Date.  Other than with respect to the time and manner of
      filing of the Proof of Claim, the Stipulation will not
      limit the Post-Effective Date Debtors' or any other party
      in interest's right to object to, assert a defense
      against, or otherwise challenge any claim asserted by
      Ms. Alvarez.  Ms. Alvarez agrees that she will not file or
      seek to file any other proof of claim in the Cases other
      than the Proof of Claim.

  (b) Any recovery obtained by Alvarez related to the Action
      will be limited to the available proceeds from the
      Debtors' and the Post-Effective Date Debtors' applicable
      third party insurance policies in respect of liabilities
      of the Debtors arising from non-medical malpractice
      personal injury claims, if any.

  (c) The Stay and the Plan Injunction are modified solely to
      permit Alvarez to proceed with the Action to judgment and
      settlement, and to collect on the judgment and settlement,
      without further Court order.

  (d) Ms. Alvarez will fully and finally waive, release, acquit
      and forever discharge the Debtors and the Post-Effective
      Date Debtors from any Claims or damages under any legal
      theory in law or in equity, including tort, contract or
      other claims which Alvarez may now have, may claim to have
      or ever had, whether the claims are currently known or
      unknown, foreseen or unforeseen, and whether based on the
      Action or otherwise.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City. The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

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


SEMGROUP LP: Court OKs $65.35MM Sale of SemFuel Assets to Noble
---------------------------------------------------------------
SemGroup, L.P. received approval from the U.S. Bankruptcy Court
for the District of Delaware to sell the principal assets of its
SemFuel LP subsidiary to Noble Americas Corp. for $65.35 million.

The transaction is expected to close by September 30, 2009.

"This transaction ensures that SemGroup is continuing to maximize
value for all of our stakeholders," said Terry Ronan, the
company's president and chief executive.  "It also positions the
company to emerge from Chapter 11 protection as a strong player in
the gathering, storage, transportation and distribution of crude
oil, natural gas liquids and natural gas."

SemGroup selected Noble Americas as the winning bidder at a court-
authorized auction on Aug. 3.  The assets being sold include
equipment and facilities in Oklahoma, Kansas, Texas, Iowa,
Wisconsin, and Michigan.

Once the transaction with Noble closes, SemGroup will have raised
more than $140 million for its stakeholders through asset sales
since filing for Chapter 11 protection in July 2008.

SemGroup, LP and certain subsidiaries filed voluntary petitions
for Chapter 11 under the U.S. Bankruptcy Code on July 22, 2008.

                          About SemGroup

Based in Tulsa, Okla., SemGroup, L.P., is a midstream service
company providing the energy industry means to move products from
the wellhead to the wholesale marketplace.  SemGroup provides
diversified services for end users and consumers of crude oil,
natural gas, natural gas liquids, refined products and asphalt.
Services include purchasing, selling, processing, transporting,
terminaling and storing energy.


SEMGROUP LP: Names New President of SemStream
---------------------------------------------
SemGroup, L.P. announced August 12 Kevin Clement has been named
President of its SemStream, L.P. subsidiary.  He succeeds Larry
Payne who has resigned to pursue other opportunities.

Mr. Clement was most recently President and Chief Operating
Officer of SemMaterials where he was responsible for the overall
business, including planning and executing its sale.  He
previously served as SemMaterials' Vice President of residual fuel
and Vice President of asphalt supply and marketing.

Mr. Clement also brings to SemStream more than 20 years of
professional leadership experience gained as an officer within
several Koch Industries' market sectors -- including natural gas
liquids operations and marketing, asphalt processing and
marketing, and residual fuels.

Mr. Clement graduated from Wichita State University's W. Frank
Barton School of Business with a BBA in marketing.

                        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)


SONIC AUTOMOTIVE: Delays Effective Date of 6% Notes Registration
----------------------------------------------------------------
Sonic Automotive, Inc., filed with the Securities and Exchange
Commission on August 7 and 10, amendments to its registration
statement on Form S-3.  The amendments were filed to delay the
effective date of the registration statement until Sonic files "a
further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until
the registration statement shall become effective on such date as
the SEC, acting pursuant to said Section 8(a), may determine."

Sonic said certain securityholders may offer and sell $85,627,000
aggregate principal amount of the Company's 6.00% Senior Secured
Convertible Notes due 2012, Series A, accompanied by the
guarantees thereof by certain of Sonic's subsidiaries, 21,406,750
shares of Sonic's Class A common stock issuable upon conversion
thereof and 1,348,519 additional shares of Sonic's Class A common
stock offered by them from time to time.

Sonic is registering the offer and sale of the Notes and shares of
Class A common stock to satisfy contractual obligations entered
into in connection with transactions exempt from the registration
requirements of the Securities Act of 1933, as amended.  The Notes
bear interest at 6.00% per year and mature on May 15, 2012, unless
earlier converted, redeemed or repurchased by the Company.  Sonic
will pay interest on the Notes on May 1 and November 1 of each
year, beginning on November 1, 2009.  The Notes are secured by a
second priority lien on substantially all of Sonic's assets that
secure its credit agreement dated February 17, 2006, on a first
priority basis.

Holders of the Notes may convert them into shares of Class A
common stock at any time on or after August 25, 2011.  The
conversion rate for the Notes is initially 73.58 shares of Class A
common stock per $1,000 principal amount of Notes, or $13.59 per
share.  As required by the indenture governing the Notes, Sonic is
seeking stockholder approval of an increase in the conversion rate
to 250 shares of Class A common stock per $1,000 principal amount
of Notes, or $4.00 per share, subject to further adjustment upon
certain events as set forth in the indenture governing the Notes.
Sonic anticipates the increase in the conversion rate will be
approved at an upcoming special meeting of stockholders because
holders of a majority of the voting power of its outstanding
common stock, including O. Bruton Smith and his affiliates, have
indicated their intention to vote in favor of this proposed
increase.

Sonic may redeem the Notes at any time prior to May 1, 2010 at a
redemption price equal to 100% of the principal amount of the
Notes to be redeemed, from May 1, 2010 to April 30, 2011 at a
redemption price equal to 106% of the principal amount of the
Notes to be redeemed, and at any time thereafter at a redemption
price equal to 112% of the principal amount of the Notes to be
redeemed, in each case including accrued and unpaid interest.

The Notes and the shares of Class A common stock may be offered by
selling securityholders through public or private transactions at
fixed prices, at prevailing market prices at the time of sale, at
varying prices determined at the time of sale or at negotiated
prices.  The timing and amount of any sale are within the sole
discretion of the selling securityholder, subject to certain
restrictions.

A full-text copy of Amendment No. 1 filed on August 7 is available
at no charge at http://ResearchArchives.com/t/s?41ad

A full-text copy of Amendment No. 2 filed on August 10 is
available at no charge at http://ResearchArchives.com/t/s?41ae

Amendment No. 2 discusses indemnification provided by the Company
to its directors and officers.

                       About Sonic Automotive

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, is one of the largest automotive retailers in the United
States.  As of June 30, 2009, it operated 154 dealership
franchises, representing 31 different brands of cars and light
trucks, at 131 locations and 30 collision repair centers in 15
states.  Its dealerships provide comprehensive services including
sales of both new and used cars and light trucks, sales of
replacement parts, performance of vehicle maintenance,
manufacturer warranty repairs, paint and collision repair
services, and arrangement of extended service contracts,
financing, insurance and other aftermarket products for customers.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.


SONIC AUTOMOTIVE: Expects $3.3 Million in Dole-Out from GM
----------------------------------------------------------
Sonic Automotive, Inc., discloses that subject to bankruptcy
approval, General Motors Corporation has offered assistance with
winding down the operations of various franchises in exchange for
Sonic's execution of termination agreements.  Sonic executed all
of the termination agreements.  Assistance expected to be received
from General Motors totals $3.3 million.

Sonic said none of the funds was recorded as a receivable from
General Motors as of June 30, 2009, due to the uncertainty of
bankruptcy court approval and certain conditions required for the
payments to occur had not yet been satisfied.

As of June 30, 2009, Sonic operated 33 General Motors franchises
(under the Cadillac, Chevrolet, Hummer, Saab, Buick and Saturn
nameplates) at 26 physical dealerships.  Six of Sonic's General
Motors dealerships, representing 12 franchises, including three
Hummer franchises at multi-franchise dealerships, two Saab
franchises at multi-franchise dealerships and one additional
General Motors franchise at a multi-franchise dealership received
letters stating that the franchise agreements between General
Motors and Sonic will not be continued by General Motors on a
long-term basis.

The termination agreements provide for:

     -- The termination of the franchise agreement no earlier than
        January 1, 2010, and no later than October 31, 2010;

     -- The assignment and assumption of the franchise agreement
        by the purchaser of General Motors' assets;

     -- The payment of financial assistance to the franchisee in
        installments in connection with the orderly winding down
        of the franchise operations;

     -- The waiver of any other termination assistance of any kind
        that may have been required under the franchise agreement;

     -- The release of claims against General Motors or the
        purchaser of General Motors' assets and their related
        parties;

     -- The continuation of franchise operations pursuant to the
        franchise agreement, as supplemented by the termination
        agreement, through the effective date of termination of
        the franchise agreement, except that Sonic shall not be
        entitled to order any new vehicles from General Motors or
        the purchaser of General Motors' assets; and

     -- A restriction on Sonic's ability to transfer the franchise
        agreement to another party.

For the remaining General Motors franchises, Sonic executed
"continuation agreements" which require, among other things, that
existing franchise agreements will expire no later than
October 31, 2010.  In consideration of the execution of the
"continuation agreements" General Motors will recommend to the
bankruptcy court the continuation or assumption of Sonic's
existing franchise agreements, as amended by the "continuation
agreements".  Sonic expects its franchises which executed
"continuation agreements" to be renewed on or before October 31,
2010.

With the exception of product liability indemnifications, amounts
owed to Sonic through incentive programs, amounts currently owed
to Sonic's franchises under their open accounts with General
Motors and warranty claims occurring within 90 days prior to
June 1, 2009, all amounts owed to Sonic from General Motors were
extinguished as a result of the execution of the termination and
continuation agreements.  Sonic said a motion was made by General
Motors to the bankruptcy court and the motion was granted by the
bankruptcy court allowing General Motors to pay the claims.  As a
result, Sonic has been receiving payments related to pre-
bankruptcy claims and the effect of General Motor's bankruptcy
filing has not had a material effect on Sonic's recorded
receivable balances as of June 30, 2009.

As Sonic's operations at the affected franchises that will not be
renewed wind down, Sonic said it may be required to accelerate
depreciation expenses and record impairment charges related to,
but not limited to, lease obligations, fixed assets, franchise
assets, accounts receivable and inventory.

On June 2, 2009, General Motors announced that Chinese equipment
manufacturer Sichuan Tengzhong Heavy Industrial Machinery Co. will
buy its Hummer brand.  As of June 30, Sonic operated three Hummer
franchises at three dealership locations.  It is uncertain whether
STHIMC will continue supporting the Hummer brand or whether
STHIMC's ownership of the Hummer brand will have a positive or
negative impact on Sonic's Hummer franchises' operations.

On June 5, 2009, General Motors announced that Penske Automotive
Group will buy its Saturn brand.  As of June 5, Sonic operated one
Saturn franchise at one dealership location.  It is uncertain
whether PAG will continue supporting the Saturn brand or whether
PAG's ownership of the Saturn brand will have a positive or
negative impact on Sonic's Saturn franchise's operations.

On July 10, 2009, General Motors emerged from bankruptcy as the
new General Motors Company, with the former General Motors Corp.
henceforth known as Motors Liquidation Company.  With the
exception of the sale of the Hummer and Saturn brands, the new
General Motors expects to continue its current brand portfolio
going forward, however, discontinuation or sale of additional
brands in the future could have an uncertain impact on Sonic's
operations.

On April 30, 2009, Chrysler LLC filed for bankruptcy protection
and submitted a plan of reorganization.  On June 10, 2009, Fiat
SpA purchased a substantial portion of Chrysler's assets which
include rights related to Sonic's franchise agreements.  As of
June 30, Sonic owned six Chrysler franchises at two dealership
locations.  It is uncertain whether Fiat will continue supporting
the Chrysler brand or whether Fiat's ownership of the Chrysler
brand will have a positive or negative impact on Sonic's Chrysler
franchises' operations.

In conjunction with Chrysler's reorganization efforts in the
second quarter of 2009, three franchise agreements associated with
one of Sonic's dealership locations were terminated.  The result
of these franchise terminations was not material to Sonic's
results of operations, balance sheet or cash flows for the second
quarter ended June 30, 2009.

Revenues associated with the General Motors franchises that
received termination letters for the second quarter ended June 30,
2008, and 2009 were roughly $42.8 million and $28.9 million,
respectively.  Revenues associated with the General Motors
franchises that received termination letters for the six-month
periods ended June 30, 2008 and 2009 were roughly $91.2 million
and $59.8 million, respectively.

                       About Sonic Automotive

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, is one of the largest automotive retailers in the United
States.  As of June 30, 2009, it operated 154 dealership
franchises, representing 31 different brands of cars and light
trucks, at 131 locations and 30 collision repair centers in 15
states.  Its dealerships provide comprehensive services including
sales of both new and used cars and light trucks, sales of
replacement parts, performance of vehicle maintenance,
manufacturer warranty repairs, paint and collision repair
services, and arrangement of extended service contracts,
financing, insurance and other aftermarket products for customers.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.


SONIC AUTOMOTIVE: Posts $26,000 Net Income for 2nd Quarter 2009
---------------------------------------------------------------
Sonic Automotive, Inc., recorded $26,000 in net income for the
second quarter ended June 30, 2009, from net income of $9,217,000
for the same period a year ago.  For the six months ended June 30,
2009, the Company posted net income of $1,704,000 from $21,842,000
for the same six-month period in 2008.

As of June 30, 2009, the Company had $2,099,945,000 in total
assets, including $5,163,000 in cash and cash equivalents;
$1,135,323,000 in total current liabilities, $644,260,000 in long-
term debt, and $99,823,000 in other long-term liabilities;
resulting in $220,539,000 in stockholders' equity.

In the second quarter ended June 30, 2009, Sonic recorded
franchise asset impairment charges of $2,100,000 within continuing
operations.  The impairment charges were recorded based on
management's estimate that the recorded values would not be
recoverable either through operating cash flows or through an
eventual sale of the franchise.  The impairment charges recorded
in continuing operations relate to dealership franchises to be
discontinued in future periods based on notifications from General
Motors.

A full-text copy of Sonic's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?41aa

Presentation materials for the Company's July 28, 2009 earnings
conference call at 11:00 A.M. (Eastern) are available at no charge
at http://ResearchArchives.com/t/s?41ab

                  August 19 Stockholders' Meeting

A special stockholders' meeting will be at 10:30 a.m. August 19,
2009, at Lowe's Motor Speedway, Smith Tower, 600 Room, U.S.
Highway 29 North, in Concord, North Carolina.  At the meeting,
stockholders will be asked to vote on a proposal to approve the
issuance of shares of Sonic Class A Common Stock upon conversion
of its 6.00% Senior Secured Convertible Notes due 2012 at a lower
conversion price of $4.00.

On May 7, 2009, Sonic issued $85,627,000 in aggregate principal
amount of its 6.00% Senior Secured Convertible Notes due 2012 and
860,723 shares of its Class A Common Stock in a private placement
to certain holders of its 5.25% Convertible Senior Subordinated
Notes due 2009 in satisfaction in full of its obligations to those
holders under those notes, which were due on May 7, 2009.  In
connection with the issuance, Sonic agreed to seek stockholder
approval for the issuance of shares of Class A Common Stock upon
conversion of the 6.00% Senior Secured Convertible Notes due 2012
at a lower conversion price that is subject to further adjustment
in certain circumstances.

If this stockholder approval is not obtained, Sonic will be in
default under the indenture governing the 6.00% Senior Secured
Convertible Notes and of its other debt, lease facilities and
operating agreements, which would have a material adverse effect
on its business, financial condition, liquidity and operations,
and raise substantial doubt about its ability to continue as a
going concern.  "If that were to occur, we might be unable to
continue our operations, be unable to avoid filing for bankruptcy
protection and/or have an involuntary bankruptcy case filed
against us," Sonic said.

A full-text copy of Sonic's proxy statement is available at no
charge at http://ResearchArchives.com/t/s?41ac

                       About Sonic Automotive

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, is one of the largest automotive retailers in the United
States.  As of June 30, 2009, it operated 154 dealership
franchises, representing 31 different brands of cars and light
trucks, at 131 locations and 30 collision repair centers in 15
states.  Its dealerships provide comprehensive services including
sales of both new and used cars and light trucks, sales of
replacement parts, performance of vehicle maintenance,
manufacturer warranty repairs, paint and collision repair
services, and arrangement of extended service contracts,
financing, insurance and other aftermarket products for customers.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.


SPANSION INC: Court Approves Warren H. Smith as Fee Auditor
-----------------------------------------------------------
Judge Kevin Carey approved the appointment of Warren H. Smith as
fee auditor Spansion Inc. and its affiliates, nunc pro tunc to
June 24, 2009.

The Debtors, in consultation with the Office of the U.S. Trustee
and the Official Committee of Unsecured Creditors, have
recommended Warren H. Smith & Associates, P.C., to be their fee
auditor, nunc pro tunc to June 24, 2009.

WHS will audit all fee applications of:

  (a) professionals employed by the Debtors and the Committee
      pursuant to Sections 327, 328, 1103 or 1106 of the
      Bankruptcy Code;

  (b) all members of the Committee;

  (c) any claims for reimbursement of professional fees and
      expenses under Section 503(b) of the Bankruptcy Code.

WHS will review in detail, quarterly Interim Fee Application
Requests and final fee applications filed with the Court pursuant
to Sections 330 and 331 of the Bankruptcy Code.

If the Fee Auditor has any questions, issues or disputes
regarding a Fee Application Request, WHS will communicate those
issues in writing to the Applicant within 30 days after the due
date of (i) a quarterly Interim Fee Application Request or (ii)
service upon the Fee Auditor of a quarterly Interim Fee
Application Request.

The Fee Auditor will file with the Court a final report with
respect to each quarterly Interim Fee Application Request within
the later of:

  (i) 30 days after the date of the Initial Report; or
(ii) 20 days after the receipt of a response to the Initial
      Report.

The principal attorney designated to serve as the Debtors' fee
auditor is Warren H. Smith, whose hourly rate is $295 per hour.
The hourly rates for other professionals and paraprofessionals at
WHS ranges from $45 to $260.

The Debtors will also reimburse WHS for all expenses incurred
including, among other things, telephone, telecopier,
photocopying charges, travel expenses and computerized research.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Gets Court OK to Hire K&L for ITC Action
------------------------------------------------------
Spansion Inc. and its affiliates obtained the Bankruptcy Court's
authority to employ K&L Gates LLP as their special litigation
counsel, nunc pro tunc to June 1, 2009.  The Debtors have selected
K&L because of the firm's expertise and familiarity with the
specific aspects in which it is to be employed.  K&L attorneys
have represented the Debtors since October 2005.

As special litigation counsel, K&L will:

  (a) represent the Debtors in the International Trade
      Commission and Eastern District of Texas in an action
      filed by LSI Corporation and Agere Systems, Inc.;

  (b) represent the Debtors in the ITC and Northern District of
      California relating to an action filed by Tessera, Inc.;
      and

  (c) serve as a patent counsel.

Up until May 31, 2009, the Debtors will pay K&L for services
rendered as an ordinary course professional.  Thereafter, the
Debtors will pay K&L based on the firm's current hourly rates:

  Professional               Range
  ------------               -----
  Partners                   $595-$500
  Associates                 $500-$295
  Paraprofessionals          $300-$175

The Debtors anticipate that K&L's monthly fees will not exceed
$300,000.

The Debtors will reimburse K&L for out-of-pocket expenses
including transportation, overtime expenses, computer assisted
legal research, photocopying, and lodging.

Michael J. Bettinger, Esq., at K&L Gates LLP, in San Francisco,
California, assures the Court that his firm is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     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: Has Court Nod for Morrison as Litigation Attorneys
----------------------------------------------------------------
Spansion Inc. and its affiliates obtained the Bankruptcy Court's
authority to employ Morrison & Foerster LLP as their special
litigation counsel, nunc pro tunc to June 1, 2009.

Morrison will represent the Debtors in a complaint filed by Fast
Memory Erase, LLC, in the U.S. District Court for the Northern
District of Texas asserting claims for patent infringement against
seven defendant groups, including the Debtors.  The Debtors have
selected Morrison because, among other things, attorneys with
Morrison have represented them since January 2008 in the FME
Litigation.

On February 25, 2009, Fast Memory, the Debtors, and the other
defendants filed a Joint Claim Construction and Prehearing
Statement setting forth their positions on the proper
construction of disputed claim terms in the patents at issue,
which hearing will be continued to August 8, 2009.  Subsequently,
the U.S. Bankruptcy Court for the District of Delaware granted
limited relief from the automatic stay to allow the Texas
District Court to issue a ruling on the Patent Action following
the hearing scheduled for August 8, 2009.

With the lifting of the automatic stay, the Debtors believe that
the costs of Morrison's representation will exceed the $50,000
limit for ordinary course professionals, thus the Debtors find
that a separate application with the Court is necessary.

The Debtors propose to pay Morrison as an ordinary course
professional from the Petition Date until May 31, 2009.
Thereafter, the Debtors will pay Morrison based on the firm's
current hourly rates:

   Professional             Range
   ------------             -----
   Partners                $650-$750
   Associates              $295-$640
   Paraprofessionals       $175-$280

The Debtors will also reimburse Morrison for non-overhead
expenses incurred including, among other things, telephone calls,
airfare, and lodging.

Alexander J. Hadjis, Esq., at Morrison & Foerster LLP, in
Northwest, Washington, DC, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.  He further discloses that the Debtors
owe Morrison $1,120,530 as of the Petition Date, which amount
remains unpaid.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPRINT NEXTEL: To Raise $500 Million by Issuing Notes Due 2017
--------------------------------------------------------------
Sprint Nextel Corporation filed a preliminary prospectus
supplement dated August 10, 2009, on Form 424B5 with the
Securities and Exchange Commission in connection with its planned
issuance of $500,000,000 of __% Notes due 2017.

Sprint will pay interest on the notes on February 15 and August 15
of each year, beginning February 15, 2010.  The notes will mature
on August 15, 2017.

Sprint may redeem some or all of the notes at any time and from
time to time at a redemption price.  If a change of control
triggering event occurs, Sprint will be required to make an offer
to repurchase the notes in cash from the holders at a price equal
to 101% of their aggregate principal amount, plus accrued but
unpaid interest to, but not including, the date of repurchase.

The notes are Sprint's unsecured senior obligations and rank
equally with existing and future unsecured senior indebtedness.
The notes will be effectively subordinated to the indebtedness and
other liabilities -- including trade payables -- of Sprint's
subsidiaries, as well as secured indebtedness to the extent of the
value of the assets securing such debt.

The underwriters -- J.P. Morgan Securities Inc., Citigroup Global
Markets Inc. and Wells Fargo Securities, LLC -- have severally
agreed to purchase the principal amount of notes.

A full-text copy of the preliminary prospectus supplement is
available at no charge at http://ResearchArchives.com/t/s?41af

                        About Sprint Nextel

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

All three rating agencies rate Sprint's senior unsecured debt
below investment grade.  On May 1, 2008, Standard & Poor's lowered
Sprint's rating to BB.  On April 3, 2009, they changed Sprint's
outlook to negative from stable.  On December 10, 2008, Moody's
Investors Service lowered Sprint's rating to Ba2.  At the same
time, they raised Sprint's amended bank credit facility rating to
Baa2.  They rate Sprint's outlook as negative.  On February 19,
2009, Fitch Ratings lowered Sprint's rating to BB.  They rate
Sprint's outlook as negative.


SPRINT NEXTEL: To Raise $1.3 Billion by Issuing 8.375% Notes
------------------------------------------------------------
Sprint Nextel Corporation filed with the Securities and Exchange
Commission a prospectus supplement on Form 424B5 and a Free
Writing Prospectus with respect to its planned issuance of
$1,300,000,000 in 8.375% Notes due 2017.

Sprint will pay interest on the notes on February 15 and August 15
of each year, beginning February 15, 2010.  The notes will mature
on August 15, 2017.

Sprint may redeem some or all of the notes at any time and from
time to time at a redemption price.  If a change of control
triggering event occurs, Sprint will be required to make an offer
to repurchase the notes in cash from the holders at a price equal
to 101% of their aggregate principal amount, plus accrued but
unpaid interest to, but not including, the date of repurchase.

The notes are Sprint's unsecured senior obligations and rank
equally with its existing and future unsecured senior
indebtedness.  The notes will be effectively subordinated to the
indebtedness and other liabilities (including trade payables) of
Sprint's subsidiaries, as well as its secured indebtedness to the
extent of the value of the assets securing such debt.

The underwriters have severally agreed to purchase the principal
amount of notes as set forth:

     Underwriter                             Principal Amount
     -----------                             ----------------
     J.P. Morgan Securities Inc.                 $325,000,000
     Citigroup Global Markets Inc.                227,500,000
     Wells Fargo Securities, LLC                  227,500,000
     Banc of America Securities LLC                78,000,000
     Barclays Capital Inc.                         78,000,000
     Mitsubishi UFJ Securities (USA), Inc.         78,000,000
     RBS Securities Inc.                           78,000,000
     Daiwa Securities America Inc.                 52,000,000
     Deutsche Bank Securities Inc.                 52,000,000
     Goldman, Sachs & Co.                          52,000,000
     Mizuho Securities USA Inc.                    52,000,000
                                             ----------------
                    Total                      $1,300,000,000

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?41b0

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?41b1

In connection with the issuance of 8.375% Notes due 2017, Sprint
filed these documents with the SEC:

     -- Specimen of 8.375% Notes due 2017

        See http://ResearchArchives.com/t/s?41b2

     -- Opinion of Jones Day regarding validity

        See http://ResearchArchives.com/t/s?41b3

     -- Opinion of Polsinelli Shughart PC

        See http://ResearchArchives.com/t/s?41b4

     -- Opinion of Jones Day regarding United States federal
        income tax matters

        See http://ResearchArchives.com/t/s?41b5

     -- Computation of Ratio of Earnings to Fixed Charges

        See http://ResearchArchives.com/t/s?41b6

                        About Sprint Nextel

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

All three rating agencies rate Sprint's senior unsecured debt
below investment grade.  On May 1, 2008, Standard & Poor's lowered
Sprint's rating to BB.  On April 3, 2009, they changed Sprint's
outlook to negative from stable.  On December 10, 2008, Moody's
Investors Service lowered Sprint's rating to Ba2.  At the same
time, they raised Sprint's amended bank credit facility rating to
Baa2.  They rate Sprint's outlook as negative.  On February 19,
2009, Fitch Ratings lowered Sprint's rating to BB.  They rate
Sprint's outlook as negative.


STANT PARENT: Seeks to Sell All Assets to Vapor Acquisition
-----------------------------------------------------------
Stant Parent Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve proposed
bidding procedures for the sale of substantially all of their
assets.  Investment firm H.I.G. Capital Partners IV LP and the
Debtors' senior prepetition agent agreed to fund the Debtors to
allow for a competitive sale process.

The Debtors have entered into an asset purchase agreement under
which Vapor Acquisition Corp. will buy the Debtors' assets in
exchange for the assumption of all amounts under the debtor-in-
possession facility, senior prepetition loans, and liabilities.
The sale is subject to higher and better offers.

In a document filed with the Court, Roberta A. DeAngelis, U.S.
Trustee for Region 3, pointed out, "the stalking-horse bidder is
an affiliate of H.I.G. Capital and the majority shareholder of the
Debtors"  According to the U.S. Trustee, the Debtors has 920,001
shares of common stock.  Of this total, 744,907 shares, or 80.97%,
are held by H.I.G. Capital or its affiliates -- H.I.G. Stant IV
LLC, Stant Partners and Vapour Investors LLC.  An affiliate of
H.I.G. Capital has obtained a majority participation the proposed
DIP facility.  At the first day hearing held on July 29, 2009,
representative of the Debtors and H.I.G. Capital disclosed the
amount of the participation as $6 million out of a proposed $11
million DIP facility, the U.S. Trustee points out.

"The aggregate consideration for the sale and transfer of the
acquired assets shall be an estimated $81 million," the U.S.
Trustee adds.

The Debtors propose that all bids for their assets must be
accompanied by a good-faith deposit in an amount equal to 5% of
the proposed purchase price.  The bid deadline has yet to be
determined.  The Debtors say that they want to hold an auction by
September 18, 2009.

The Debtors seek to provide expense reimbursement of $300,000 in
recognition of the stalking-horse purchaser's substantial
expenditure of resources.

                        About Stant Parent

Connersville, Indiana-based Stant Parent Corp. and its affiliates
filed for Chapter 11 on July 27, 2009 (Bank. D. Del. Lead Case No.
09-12647).  Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq.,
at Greenberg Traurig, LLP, represent the Debtors in their
restructuring efforts.  Roberta A. DeAngelis, U.S. Trustee for
Region 3, appointed five creditors to serve on the Official
Committee of Unsecured Creditors in the Debtors' case.  In their
petition, the Debtors listed assets and debts both ranging from
$50,000,001 to $100,000,000.


TABERNA PREFERRED III: Fitch Cuts Ratings on 2 Classes of Notes
---------------------------------------------------------------
Fitch Ratings has downgraded two classes of notes from Taberna
Preferred Funding III, Ltd./Inc.

The downgrades incorporate the transaction's non-payment of the
full interest due to the class B-1 and B-2 notes (collectively,
the class B notes) on the August 5, 2009 payment date.  All
available proceeds went to pay the class A notes' interest in
full, and the remaining interest proceeds were exhausted when
paying the class B notes.  The class B notes received only 39.3%
of their $523,552 interest due.  This partial interest payment is
considered a payment default.

Taberna III is expected to enter into an Event of Default as a
result of the partial non-payment of interest to the class B
notes.  However, Fitch has not received a notice of an event of
default.

These notes are backed by trust preferred securities and
subordinated debt issued by subsidiaries of real estate investment
trusts, real estate operating companies, homebuilders and
specialty finance companies, as well as commercial mortgage-backed
securities.

Fitch has taken these actions:

  -- $91,250,000 class B-1 notes downgraded to 'D' from 'CC';
  -- $7,500,000 class B-2 notes downgraded to 'D' from 'CC'.


TABERNA PREFERRED IV: Fitch Downgrades Ratings on 2 Notes to 'D'
----------------------------------------------------------------
Fitch Ratings has downgraded two classes of notes from Taberna
Preferred Funding IV, Ltd./Inc.

The downgrades incorporate the transaction's non-payment of the
full interest due to the class B-1 and B-2 notes (collectively,
the class B notes) on the August 5, 2009 payment date.  All
available proceeds went to pay the class A notes' interest in
full, and the remaining interest proceeds were exhausted when
paying the class B notes.  The class B notes received only 32.1%
of their $481,477 interest due.  This partial interest payment is
considered a payment default.

Taberna IV entered into an Event of Default on August 11, 2009, as
a result of the partial non-payment of interest to the class B
notes.

These notes are backed by trust preferred securities and
subordinated debt issued by subsidiaries of real estate investment
trusts, real estate operating companies, homebuilders and
specialty finance companies, as well as senior debt securities and
commercial mortgage-backed securities.

Fitch has taken these actions:

  -- $81,450,000 class B-1 notes downgraded to 'D' from 'CCC';
  -- $7,000,000 class B-2 notes downgraded to 'D' from 'CCC'.


TABERNA PREFERRED VI: Interest Nonpayment Cues Fitch's Rating Cut
-----------------------------------------------------------------
Fitch Ratings has downgraded one class of notes from Taberna
Preferred Funding VI, Ltd./Inc.  The rating action follows at the
end of this press release.

The downgrade incorporates the transaction's non-payment of the
full interest due to the class C notes on the August 5, 2009
payment date.  All available proceeds went to pay the class A and
B notes' interest in full, and the remaining interest proceeds
were exhausted when paying the class C notes.  The class C note
received only 69.6% of its $274,490 interest due.  This partial
interest payment is considered a payment default.

Taberna VI is expected to enter into an Event of Default as a
result of the partial non-payment of interest to the class C
notes.  However, Fitch has not received a notice of an event of
default.

These notes are backed by trust preferred securities and
subordinated debt issued by subsidiaries of real estate investment
trusts, real estate operating companies, homebuilders and
specialty finance companies, as well as senior debt securities and
commercial mortgage-backed securities.

Fitch has taken this action:

  -- $97,000,000 class C notes downgraded to 'D' from 'CCC'.


TAYLOR BEAN: Moody's Takes Rating Actions on Ocala Funding Notes
----------------------------------------------------------------
Moody's ABCP rating actions for the seven-day period ended
August 10, 2009.

Moody's Rated USCP Program Prime-1 During The Period August 4,
2009 Through August 10, 2009:

   Moody's Assigns Prime-1 Rating To ICICI Bank's Uscp Program
   Supported By A Letter Of Credit Provided By Bank Of America

Moody's has assigned a Prime-1 rating to the commercial paper
issued by ICICI Bank Limited (rated Ba2/NP/C-) through its
$160 million fully supported commercial paper program.  ICICI
Bank, acting through its Bahrain Branch, its Hong Kong Branch, and
its New York Branch, will issue commercial paper notes and will
use the proceeds for general corporate purposes.  Each issuing
entity will issue its own series of commercial paper.  Bank of
America, N.A. (Aa3/Prime-1/D) has issued an irrevocable, direct-
pay letter of credit that provides full and timely support for the
repayment of each series of commercial paper notes upon maturity.
Moody's rating on the CP notes is based primarily on Bank of
America's Prime-1 rating.

Deutsche Bank National Trust Company (Aa3/Prime-1/C), acting as
depositary, will draw on the letter of credit to pay maturing
series of commercial paper notes.

ICICI Bank Limited is the largest retail bank in India.

These ABCP Program Was Placed Under Review For Possible
Downgrade During The Period August 4, 2009 Through August 10,
2009:

      Taylor, Bean & Whitaker Mortgage Corp.'S Ocala Funding
              Placed On Review For Possible Downgrade

On August 5, 2009, Moody's placed both the Prime-1 rating of the
extendible asset-backed commercial paper and the Baa2 rating of
the subordinated notes issued by Ocala Funding, LLC, on review for
possible downgrade.  Ocala is a partially supported, single-seller
mortgage warehouse program sponsored by Taylor, Bean & Whitaker
Mortgage Corp (TB&W).  Ocala provides warehouse funding for
conforming residential mortgages and has a program size of $
1.75 billion.

The rating action follows news of a federal investigation into
TB&W which raises concerns over the company's business practices.
The FHA has suspended TB&W from making loans insured by that
agency and this has triggered an event of default under the Ocala
program documents and placed the program into wind down.  TB&W has
announced that it has closed down its mortgage lending operations.
Moody's is placing the Ocala ratings on review based on the
increased uncertainty with respect to the program collateral and
operations and expects to the resolve the review as more
information becomes available.

The Rating Of These ABCP Program Was Withdrawn During The Period
August 4, 2009 Through August 10, 2009:

       Advantage Asset Securitization Corp. Rating Withdrawn

At the issuer's request, Moody's has withdrawn the Prime-1 rating
of the ABCP issued by Advantage Asset Securitization Corporation,
a partially supported, multiseller ABCP program administered by
the Mizuho Corporate Bank, Ltd. (Aa3/Prime-1/D+).  As of August 3,
2009, all outstanding ABCP was repaid in full.  Advantage Asset
Securitization Corporation will not issue any further ABCP.


TBS INTERNATIONAL: Posts $16MM Net Loss in Quarter Ended June 30
----------------------------------------------------------------
TBS International Limited posted a net loss of $16,913,000 for
three months ended June 30, 2009, compared with a net income of
$52,641,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $38,201,000 compared with a net income of $98,019,000 for the
same period in 2008.

The Company's balance sheet showed total assets of $952,912,000,
total liabilities of $387,874,000 and stockholders' equity of
$565,038,000.

The Company related that its lenders agreed to waive original
financial covenants through January 1, 2010, which will be
reinstated effective January 1, 2010.  Based on current internal
projections the Company anticipated that it will not meet the
reinstated financial covenant requirements in 2010.  At that time
the Company will need to obtain additional waivers or modify the
terms of the existing credit facilities or refinance its debt.
The Company discussed this situation with its lenders, and they
have agreed to commence discussions in September or October 2009,
to either extend the existing waivers or modify the covenants
based on its 2009 actual and projected results and updated 2010
forecast.

Assuming the Company is able to obtain additional waivers or
modify the terms of the existing credit facilities, the Company
believes it has sufficient liquidity to meet its needs over the
next twelve months.  The Company cannot assure that it would be
able to raise sufficient additional capital, to sell assets at
sufficient prices or to obtain further waivers if so required, and
the failure to accomplish the goals in those circumstances would
have a material adverse effect on its business, operations,
financial condition and liquidity and would raise substantial
doubt about its ability to continue as a going concern at that
time.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4188

                  About TBS International Limited

TBS International Limited -- http://www.tbsship.com/-- is a
fully-integrated transportation service company that offers
customers the TBS Five Star Service consisting of: ocean
transportation, operations, logistics, port services, and
strategic planning.  TBS offers liner, parcel, bulk, and
chartering services, supported by a fleet of multipurpose
tweendeckers and handysize and handymax bulk carriers, including
specialized heavy-lift vessels.  TBS has developed its business
around key trade routes between Latin America and China, Japan and
South Korea, as well as select ports in North America, Africa, the
Caribbean, and the Middle East.


TOM NEBEL: Chapter 7 Trustee Not Bound by State Court Fee Award
---------------------------------------------------------------
WestLaw reports that a prior judgment by a Tennessee chancery
court, which awarded attorney fees and expenses on a "common fund"
theory in a shareholders' derivative action, was not a
determination of the right to fees by a law firm which had been
representing minority shareholders in the derivative action.  It
did not collaterally estop minority shareholders from disputing
the law firm's right to the entire amount awarded by the chancery
court, in a subsequent turnover proceeding brought by the trustee
of the law firm's Chapter 7 estate.  The pleadings in the chancery
action and the prayer for relief showed that the chancery court
was concerned only with minority shareholders' right to a fee
award as against the chancery defendants, and that the fee claims
of the law firm vis-a-vis the minority shareholders were never
considered.  In re Tom Nebel, P.C., --- B.R. ----, 2009 WL 981733
(Bankr. M.D. Tenn.).

Tom Nebel, P.C., a Tennessee professional corporation that was
chartered in 1997 to incorporate the law practice of Tom Nebel (an
individual licensed to practice law in Tennessee since 1976. Mr.
Nebel is the sole shareholder of Tom Nebel, P.C.), filed its
petition for bankruptcy protection (Bankr. M.D. Tenn. Case No. 07-
02848) on April 25, 2007.  Eva M. Lemeh serves as the chapter 7
trustee liquidating the professional corporation.

Ms. Lemeh filed adversary proceedings (Bankr. M.D. Tenn. Adv. Pro.
Nos. 07-00204 and 07-00237) to compel the Clerk and Master of the
Chancery Court for Davidson County, Tennessee, to turnover of
funds from a $2.2 million appeal bond posted to secure an award of
attorneys fees and costs in a derivative action in which the
debtor-law firm had been representing plaintiff-minority
shareholders.


TONY BLAKES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Tony A. Blakes
               Cheryl Fennell-Blakes
               8201 Heathermore Blvd
               Upper Marlboro, MD 20772

Bankruptcy Case No.: 09-24896

Chapter 11 Petition Date: August 11, 2009

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

Judge: Paul Mannes

Debtors' Counsel: Olivia Desiree Cammack, Esq.
                  The Law Office of Olivia D. Cammack, P.A
                  8605 Cameron Street, Suite 508
                  Silver Spring, MD 20910
                  Tel: (301) 608-0055
                  Fax: (301) 608-2226
                  Email: olivia.cammack@oliviacammacklaw.com

Total Assets: $1,426,875

Total Debts: $1,711,099

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

            http://bankrupt.com/misc/mdb09-24896.pdf

The petition was signed by the Joint Debtors.


TOUSA INC: Gets Nod to Reject 75 Deals With Subcontractors
----------------------------------------------------------
TOUSA Inc. and its affiliates sought and obtained the Court's
authority to reject 148 executory contracts, which consist of:

-- 14 lease agreements for equipment, including on-site,
    trailers, golf cars and office equipment;

-- 75 master agreements that govern the Debtors' relationship
    with certain subcontractors for services ranging from
    cleaning to construction-related services;

-- 17 advertising contracts for, among others, rental of
    private space for placing signs, billboard rentals and print
    advertisements;

-- 21 agreements requiring the Debtors to construct, among
    others, water and waste water services, develop land within
    certain municipalities and construct fire and emergency
    services facilities;

-- 21 supply agreements relating to product suppliers, escrow
    service providers, cleaning services, and other real estate
    related services; and

-- an agreement for the purchase of certain real property.

A list of the 148 Rejected Contracts Agreements is available for
free at http://bankrupt.com/misc/TOUSA_RejectedContracts.pdf

The Debtors determined that the Rejected Agreements are no longer
necessary or beneficial to their business operations.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Wachovia Gets Court Nod for Foreclosure Proceeding
-------------------------------------------------------------
Wachovia Bank, National Association, ad administrative agent for
itself, Comerica Bank and Franklin Bank, ask the Court for
additional relief from the automatic stay in order to schedule
and conduct a sale of non-estate real property, which is subject
to a subordinated second mortgage of Debtor Tousa Homes, Inc.

Robert N. Gilbert, Esq., at Carlton Fields, P.A., in West Palm
Beach, Florida, relates that Wachovia holds a valid and perfected
first mortgage on certain real property located in Miami-Date
County, Florida, consisting of about 26.3 acres of land and six
partially completed condominium buildings.  The first mortgage
was originally provided to Wachovia by Promenade at Doral II,
LLC.  Promenade commenced the construction of condominiums on the
Property, however, that construction ceased before the Petition
Date.

Tousa Homes purportedly holds a second mortgage on the Miami-Dade
Property to secure Promenade's guarantee of a $4 million
obligation owed by Haverhill Development LLC to the Debtor
relating to the acquisition of the Property from the Debtor in
2004.

In March 2008, the Bankruptcy Court granted Wachovia relief from
the automatic stay to join the Debtor in its U.S. Circuit Court
for Miami-Dade County, Florida foreclosure action of the Property
and to proceed with that action through judgment, but not sale of
the Property.  The Circuit Court entered a final judgment on the
foreclosure in June 2009 in Wachovia's favor.  Pursuant to the
final judgment, Wachovia is currently owed $67.4 million, which
constitutes a first lien on the Property senior to the interests
of all of the named defendants in that action, including the
Debtor and its purported second mortgage.

In this light, Wachovia sought and obtained a further modification
of the automatic stay in order to complete the foreclosure and
schedule and conduct the foreclosure sale.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Wins Nod to Sell JV Membership Interests to Centex
-------------------------------------------------------------
The Bankruptcy Court has authorized TOUSA Homes, Inc., to enter
into an agreement with Centex Real Estate Corporation to
effectuate TOUSA Homes' sale of its membership interests and
certain residential lots in the joint venture with Centex Homes.

Moreover, Claim Nos. 3106 and 4228 asserted by PNC Bank, National
Association, as administrative agent under a credit agreement
among the Joint Venture, PNC Bank and certain lenders, will be
deemed withdrawn upon closing of the Sale Agreement.  Similarly,
Claim Nos. 1804 and 1861 filed by Centex Homes will be deemed
withdrawn upon closing under the Sale Agreement.
The Debtors ask the Court to authorize TOUSA Homes, Inc., to
enter into an agreement with Centex Real Estate Corporation to
effectuate TOUSA Homes' sale of its membership interests and
certain residential lots in a joint venture with Centex Homes.

In November 2005, TOUSA Homes and Centex Homes entered into a
joint venture agreement for the acquisition and development of
real estate in Florida.  The joint venture is governed by a
Limited Liability Company Agreement of Centex/TOUSA at
Wellington, LLC.  Centex Homes and TOUSA Homes own all of the
issued and outstanding membership interests in the JV.  The JV
does business in the completion of infrastructure and horizontal
development in residential communities and in the marketing and
sale of finished lots.  If a member of the JV fails to make
required capital contributions, the non-defaulting member has (i)
the right under certain circumstances to make required capital
contributions to the JV, and (ii) the right to make a loan to the
JV to replace the capital contribution the defaulting member was
to have made.

The JV obtained a loan in the principal amount of $50,400,000
from PNC Bank, National Association, as administrative agent, and
certain other lenders.  The current outstanding amount due under
the loan is $35,250,000; the JV estimates that the value of all
of its assets is substantially less than the outstanding amount.
In connection with entering into the Loan and the Credit
Agreement, Centex Homes and TOUSA, Inc. executed a (i) Continuing
Agreement of Completion by Centex and TOUSA to the benefit of
Agent and Lenders; (ii) a Continuing Agreement of Repayment by
TOUSA; and (iii) Regulated Substances Certificate and
Environmental Indemnity Agreement by Centex and TOUSA.
Through those Guaranties, TOUSA assumed identical obligations
owed to the Lenders, guaranteeing certain of the JV's obligations
arising out of and related to the Loan and the Credit Agreement.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, reminds the Court that the Debtors' revised business
plan contemplates an orderly disposition of their interests in
their remaining joint ventures.  In this light, TOUSA Homes avers
that a sale of its membership interests in the Centex/TOUSA JV as
well as 44 residential lots in a Wellington development owned by
TOUSA Homes and previously conveyed by the JV to TOUSA Homes is
consistent with the revised business plan.  The TOUSA Lots are
subject to certain restrictions and limitations with respect to
the right of TOUSA Homes to resell the TOUSA Lots under the LLC
Agreement, Mr. Singerman relates.

Against this backdrop, Centex Real Estate and TOUSA Homes entered
into the Sale Agreement, which provides that:

  (1) Centex Real Estate will pay TOUSA Homes $1,100,000 in
      exchange for all of TOUSA Homes' membership interest in
      the JV and TOUSA Homes' right, title and interest in the
      TOUSA Lots;

  (2) Centex Real Estate will deliver to TOUSA Homes the
      documents executed by the current holders of the Loan as
      are necessary for the withdrawal of PNC Bank's claims, and
      a release by the current holder of the Loan of TOUSA from
      any liability under the Guaranties;

  (3) Centex Real Estate and TOUSA Homes will enter into mutual
      releases from their liabilities under the Credit Agreement
      and the Loan and any other liability under the LLC
      Agreement with respect to the JV;

  (4) Centex Real Estate will deliver to TOUSA Homes a waiver of
      its rights related to the limitation on the right to
      resell the TOUSA Lots under the LLC Agreement; and

  (5) TOUSA Homes will deliver a special warranty deed in favor
      of Centex Real Estate that conveys the TOUSA Lots, free
      and clear of all claims, liens, pledges, restrictions,
      encumbrances and interests.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRANSMERIDIAN EXPLORATION: Court Confirms Amended Chapter 11 Plan
-----------------------------------------------------------------
BankruptcyData.com reports that a U.S. Bankruptcy confirmed the
first amended joint consolidated plan of liquidation for
Transmeridian Exploration Inc.

According to the report, the principal asset consists of the
Caspi Neft Shares, which will be liquidated pursuant to the stock
purchase agreement between the Debtors and Ufex Advisors Corp.
The net proceeds of this sale will be disbursed to the indenture
trustee and the senior secured noteholders at the
closing/effective date of the Plan.

Under the plan, allowed priority claims will be paid in full with
the proceeds from the sale of the shares.  Gary Neus, a former
director of the Debtors, has been hired as the liquidating
trustee.  The remaining assets of the Debtors will include
litigation and recovery claims against the Debtors' former
management, consisting of certain officers and directors.

                  About Transmeridian Exploration

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated is an independent energy company engaged in the
business of acquiring, developing and producing oil and natural
gas.  Its activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The License and oil and gas
production in Kazakhstan is handled through the Debtors' wholly
owned subsidiary, JSC Caspi Neft TME, a joint stock company
organized under the laws of Kazakhstan.  The Company and two
affiliates filed for Chapter 11 protection on March 30, 2009
(Bankr. S.D. Tex. Lead Case No. 09-31859).  Judge Marvin Isgur
presides over the case.  John Wesley Wauson, Esq., and Matthew
Brian Probus, Esq., at Wauson & Probus, serve as the Debtors'
bankruptcy counsel.  As of September 30, 2008, the Debtor has
total assets of $377,902,000 and total debts of $451,678,000.

                           *     *     *

According to the Troubled Company Reporter on June 24, 2009, the
United States Trustee informed the U.S. Bankruptcy Court for the
Southern District of Texas that it was unable to appoint an
Official Committee of Unsecured Creditors in the bankruptcy cases
of Transmeridian Exploration Incorporated.  The U.S. Trustee said
it had contacted unsecured creditors, but too few creditors
expressed an interest in being appointed to the Committee.


TRIBUNE CO: Court OKs Deloitte & Touche as Financial Advisor
------------------------------------------------------------
The Bankruptcy Court authorizes Tribune Co. and its affiliates to
employ Deloitte & Touche LLP as financial advisors.  Prior to the
entry of the order, the Debtors had submitted with the Court a
certification of no objection as to the application.

The Debtors sought the Court's authority to employ Deloitte and
Touche nunc pro tunc to June 26, 2009.  The Debtors have selected
Deloitte because of the firm's substantial experience in large and
complex Chapter 11 cases.

As advisors, Deloitte will:

  (a) assist the Debtors with the preparation of required
      financial statements, and pro forma financial information
      in connection with the Debtors' plan of reorganization;
      and

  (b) advise the Debtors on questions concerning other related
      accounting and advisory services.

The Debtors will pay Deloitte based on the firm's current hourly
rates:

  Principal/Partner         $550
  Senior Manager            $475
  Manager                   $425
  Senior                    $350
  Associate                 $275

The Debtors project that the total fees for Deloitte's services
will be between $250,000 and $450,000.

In addition to the professional fees, the Debtors will also
reimburse Deloitte for expenses like postage, photocopying,
telephone, travel, transportation, lodging, and meals.

The Debtors relate that as of the Petition Date, they owe $34,000
to Deloitte for prepetition services.  Moreover, the Debtors
relate they paid Deloitte approximately $750,000 within 90 days
prior to the Petition Date.

The Debtors will also indemnify and hold harmless Deloitte and
its personnel from any claims, liabilities or expenses relating
to the Engagement Letter, except to the extent finally judicially
determined to have resulted from gross negligence, bad faith, or
intentional misconduct of Deloitte.

Peter Leadstrom, a partner of Deloitte & Touche LLP, in Chicago,
Illinois, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Lazard Freres Charges $200,000 for May Work
-------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in Tribune Co.'s bankruptcy cases filed
interim fee applications:

Debtors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Reed Smith LLP           06/01/09-
                         06/30/09        $7,650            $149

Dow Lohnes PLLC          05/13/09-
                         06/30/09       199,917           1,243

Lazard Freres & Co. LLC  05/01/09-
                         05/31/09       200,000           2,981

Reed Smith serves as the Debtors' special counsel.  Dow Lohnes
serves as the Debtors' special regulatory counsel.  Lazard Freres
serves as the Debtors' financial advisor.

The Debtors said they received no objections as to these
professionals' monthly fee applications:

Professional                                      Period
------------                                      ------
Cole, Schotz, Meisel, Forman & Leonard, P.A.  03/01/09-05/31/09
Jenner Block LLP                              03/01/09-05/31/09
Alvarez & Marsal North America, LLC           03/01/09-05/31/09
Stuart Maue                                   03/01/09-05/31/09
Jones Day                                     12/08/08-02/28/09
Jones Day                                     03/01/09-05/31/09
Daniel J. Edelman, Inc.                       03/09/09-03/31/09
Sidley Austin LLP                             03/01/09-05/31/09
Paul, Hastings, Janofsky & Walker LLP         03/01/09-05/31/09
Mercer (US) Inc.                              01/12/09-05/31/09

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: Noteholders Offer Coastal-Backed Plan
----------------------------------------------------------
An ad hoc committee of certain holders of the 8.5% Senior Secured
Notes Due 2015 issued by Trump Entertainment Resorts Holdings,
L.P. and Trump Entertainment Resorts Funding, Inc., ask the
Bankruptcy Court to enter an order terminating the Debtors'
exclusive rights to propose and solicit acceptances of a Chapter
11 plan.  Termination of the plan exclusivity would allow the
senior lenders and other constituents to propose their own Chapter
11 plan for the Debtors.

As reported by the TCR on August 4, 2009, Trump Entertainment
Resorts entered into an agreement with existing shareholder Donald
J. Trump and BNAC, Inc., an affiliate of Beal Bank Nevada, under
the terms of which Trump and BNAC will invest $100 million cash in
the reorganized Trump Entertainment and become its owners.  Under
the deal, Beal Bank's $486 million first lien prepetition claim
will be reinstated and the maturity period for the repayment is
extended until December 2020 from the existing maturity of 2012.
The Debtors' proposed Chapter 11 plan is built around the
agreement reached with Donald Trump and Beal Bank.  The Plan
estimates an enterprise value of the reorganized Debtors of up to
$464 million and provides for a 4% recovery for Beal Bank and zero
recovery for second lien lenders and unsecured creditors.  The
Debtors explain in the disclosure statement attached to the Plan
that because the value of their business operations is less than
the amount of Beal Bank's first lien priority claim, there is no
value available for the holders of the senior notes, who are owed
principal amount of $1.25 billion and hold liens on the Debtors'
assets that are junior to Beal Bank's.

The Ad Hoc Noteholders Committee, however, asserts that, on its
face, the Insider Plan violates the absolute priority rule and
cannot be reconciled with the Debtors' fiduciary obligation to
maximize recoveries to creditors.  The Noteholders Committee notes
that even the Insider Plan fixes the collateral value below the
face amount of the Beal Bank claim, it reinstates the full
prepetition balance of the claim.

The Noteholders Committee also notes that it is willing to submit
an alternative competing plan co-sponsored with Coastal
Development, LLC.  The Noteholder Plan, which was filed under
seal, is "fully documented and financed and ready to go."

In stark contrast to the Insider Plan, the Noteholder Plan,
proposed by the largest creditor constituency (by a wide margin)
of these estates, would deliver far more value to all
constituencies, as follows:

   -- The Noteholder Plan contemplates a capital contribution of
      $175 million in new equity capital in the form of a rights
      offering backstopped by certain holders of the Senior
      Secured Notes.

   -- The Noteholder Plan further contemplates the sale of the
      Trump Marina Hotel Casino to Coastal Marina, LLC for
      $75 million, net of certain deposits and the dismissal of
      the litigation commenced by the Debtors against, among
      others, Richard T. Fields and Coastal Development, LLC,
      alleging that the defendants defrauded the Debtors of the
      opportunity to construct, operate and ultimately reap the
      proceeds of the sale of Hard Rock casino and hotel projects
      on Seminole land in Hollywood and Tampa, Florida.  This
      results in the infusion of immediate value to the estate in
      exchange for the elimination of the huge cash drain caused
      by the Trump Marina's losses and ongoing litigation.

   -- Beal Bank would receive a cash pay down equal to the
      proceeds from the Marina Sale, plus $75 million from the
      proceeds of a rights offering.  In addition, Beal Bank would
      receive new debt at an interest rate to be determined by the
      Court sufficient to provide Beal Bank with the present value
      of Beal's allowed secured claim.

   -- Holders of the Senior Secured Notes, together with eligible
      holders of general unsecured claims, will be entitled to
      receive their pro rata share of (a) 5% of the common stock
      of the reorganized Debtors, and (b) subscription rights to
      acquire 95% of the New Common Stock.  In addition, holders
      of general unsecured claims that are not eligible to receive
      subscription rights would be entitled to receive their pro
      rata share of a fixed pool of cash.

The Noteholders Committee asserts that the Noteholder Plan is
plainly superior to the Insider Plan for all parties-in-interest:

    * The Noteholder Plan provides for $175 million of new,
      committed equity capital sufficient to fund debt service,
      capital expenditures and working capital needs of the
      Debtors.

    * The Noteholder Plan provides for the sale of the Trump
      Marina, currently a negative EBITDA business for the Debtors
      that the Debtors and Mr. Trump have been unable or unwilling
      to sell to date.

    * Unlike the Insider Plan, the Noteholder Plan is consistent
      with the absolute priority rule, affords the senior lender
      with the benefit of its bargain, provides for a meaningful
      recovery to holders of $1.25 billion in Senior Secured Notes
      and offers a recovery to general unsecured creditors.

The Noteholders are represented by:

    LOWENSTEIN SANDLER PC
    Kenneth A. Rosen (KR 4963)
    Jeffrey D. Prol (JP 7454)
    65 Livingston Avenue
    Roseland, New Jersey 07068
    Tel: 973-597-2500
    Fax: 973-597-2400
    Email: krosen@lowenstein.com
    jprol@lowenstein.com

         -and-

    STROOCK & STROOCK & LAVAN LLP
    Kristopher M. Hansen (KH 4679)
    Curtis C. Mechling (CM 5957)
    Erez E. Gilad (EG 7601)
    Sayan Bhattacharyya (SB 3810)
    180 Maiden Lane
    New York, New York 10038
    Tel: 212-806-5400
    Fax: 212-806-6006
    Email: khansen@stroock.com
    cmechling@stroock.com
    egilad@stroock.com
    sbhattacharyya@stroock.com

                    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.


TRUMP ENTERTAINMENT: Examiner for Aborted Sale, Trump Deal Pushed
-----------------------------------------------------------------
An ad hoc committee of certain holders of the 8.5% Senior Secured
Notes Due 2015 issued by Trump Entertainment Resorts Holdings,
L.P. and Trump Entertainment Resorts Funding, Inc., ask the
Bankruptcy Court to enter an order directing the appointment of an
examiner to investigate certain matters related to the Debtors'
chapter 11 cases.

Kenneth A. Rosen, Esq., at Lowenstein Sandler PC, asserts that the
Chapter 11 cases cry out for appointment of an examiner.
"Unrestrained by the oversight of a trustee or official creditors
committee, and apparently still in the thrall of Donald Trump, the
Debtors have engaged in conduct detrimental to the Debtors'
estates and in possible violation of their fiduciary duty to
creditors."

The Noteholders Committee submits that three principal matters
merit investigation:

   a. The Florida Litigation and Aborted Trump Marina Sale.  For
      almost five years, the Debtors have poured tens of millions
      of dollars into litigation against Richard T. Fields and
      Coastal Development, LLC in Florida, which was crafted by
      Mr. Trump.  Now the Debtors have effectively torpedoed the
      proposed sale of the Trump Marina Hotel Casino that would
      have settled the Florida Litigation, rid the Debtors of a
      money-losing operation, and provided the Debtors with a
      badly needed infusion of cash.  They have done so
      purportedly for the privilege of spending many millions more
      in the pursuit of litigation of dubious value that they list
      nowhere as an asset of their estate and apparently do not
      include in their enterprise valuation.  The Debtors' failure
      to close the Trump Marina sale has itself now generated new
      litigation based on fraud and conspiracy against the Debtors
      and their CEO and General Counsel. How and why did the
      Debtors allow this to happen? More specifically, is there
      any value in the Florida Litigation and can that litigation
      possibly justify the loss of the Trump Marina sale?

   b. The Trump Partnership "Abandonment." Just four days before
      the Debtors' bankruptcy filings last February, Mr. Trump
      purported to "abandon" his partnership interest in TER
      Holdings, declaring it to be "worthless."  Although the
      Debtors initially challenged whether this purported
      renunciation of Mr. Trump's partnership interest was valid,
      it appears that it has not pursued the matter further as no
      mention of the issue is made in the plan of reorganization
      proposed by the Debtors and supported by Mr. Trump and Beal
      Bank (the "Insider Plan") or accompanying Disclosure
      Statement (the "Insider Disclosure Statement").  The Ad Hoc
      Committee believes that, by this curious maneuver, Mr. Trump
      sought to avoid significant personal tax liability and to
      foist those liabilities on the Debtors. Just what are the
      facts surrounding Mr. Trump's purported "abandonment" of his
      partnership interest, what are the tax or other implications
      for the Debtors of his actions and why are the Debtors not
      disclosing anything about this?

   c. The Insider Plan Process.  After months of assuring the
      Court, creditors and the investing public that it was
      seriously considering a plan of reorganization proposed by
      the Ad Hoc Committee that would provide recoveries to all
      creditors, the Debtors disclosed on the night of August 3
      that they had already decided in April to adopt the Insider
      Plan that would turn over the Debtors to Mr. Trump and Beal
      Bank and wipe out every other party in the case.  How and
      why did the Debtors and their Board of Directors secretly
      decide to abandon the interests of their other creditors for
      the benefit of a single bank and a single out-of-the-money
      insider shareholder who attempted to abandon his limited
      partnership interests in the Company and foist his potential
      personal tax losses on the Debtors?  How is it that Beal
      Bank decided to partner with Mr. Trump and possibly finance
      his investment in the Debtors under the Insider Plan? And
      how long have Mr. Beal and Mr. Trump conspired to attempt
      their takeover in violation of the Bankruptcy Code?

As reported by the TCR on August 4, 2009, Trump Entertainment
Resorts entered into an agreement with existing shareholder Donald
J. Trump and BNAC, Inc., an affiliate of Beal Bank Nevada, under
the terms of which Trump and BNAC will invest $100 million cash in
the reorganized Trump Entertainment and become its owners.  Under
the deal, Beal Bank's $486 million first lien prepetition claim
will be reinstated and the maturity period for the repayment is
extended until December 2020 from the existing maturity of 2012.
The Debtors' proposed Chapter 11 plan is built around the
agreement reached with Donald Trump and Beal Bank.  The Plan
estimates an enterprise value of the reorganized Debtors of up to
$464 million and provides for a 4% recovery for Beal Bank and zero
recovery for second lien lenders and unsecured creditors.
The Debtors explain in the disclosure statement attached to the
Plan that because the value of their business operations is less
than the amount of Beal Bank's first lien priority claim, there is
no value available for the holders of the senior notes, who are
owed principal amount of $1.25 billion and hold liens on the
Debtors' assets that are junior to Beal Bank's.

The Ad Hoc Noteholders Committee, however, asserts that, on its
face, the Insider Plan violates the absolute priority rule and
cannot be reconciled with the Debtors' fiduciary obligation to
maximize recoveries to creditors.  The Noteholders Committee notes
that even the Insider Plan fixes the collateral value below the
face amount of the Beal Bank claim, it reinstates the full
prepetition balance of the claim.

The Noteholders Committee said that it is submitting an
alternative plan co-sponsored with Coastal Development, LLC.  Its
Plan, it says, would deliver far more value to all constituencies.
Under the Noteholder Plan, second lien lenders and unsecured
creditors would receive distributions.

The Noteholders are represented by:

    LOWENSTEIN SANDLER PC
    Kenneth A. Rosen (KR 4963)
    Jeffrey D. Prol (JP 7454)
    65 Livingston Avenue
    Roseland, New Jersey 07068
    Tel: 973-597-2500
    Fax: 973-597-2400
    Email: krosen@lowenstein.com
    jprol@lowenstein.com

         -and-

    STROOCK & STROOCK & LAVAN LLP
    Kristopher M. Hansen (KH 4679)
    Curtis C. Mechling (CM 5957)
    Erez E. Gilad (EG 7601)
    Sayan Bhattacharyya (SB 3810)
    180 Maiden Lane
    New York, New York 10038
    Tel: 212-806-5400
    Fax: 212-806-6006
    Email: khansen@stroock.com
    cmechling@stroock.com
    egilad@stroock.com
    sbhattacharyya@stroock.com

                    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.


TUCKAHOE CREDIT: S&P Gives Negative Outlook; Affirms 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Tuckahoe
Credit Lease Trust 2001-CTL1 credit lease-backed pass-through
certificates to negative from stable.  At the same time, S&P
affirmed its 'BB' rating on the certificates.

The negative outlook reflects S&P's Aug. 11, 2009, outlook
revision on Qwest Communications International Inc.  The rating on
Tuckahoe Credit Lease Trust 2001-CTL1 is dependent on the rating
assigned to Qwest (BB/Negative/--).

Tuckahoe Credit Lease Trust 2001-CTL1's credit lease-backed
certificates are collateralized by a first mortgage and assignment
of lease encumbering a condominium interest in a two-story
industrial building in Yonkers, N.Y.  The entire property is
leased to Qwest Communications Corp., a wholly owned subsidiary of
Qwest, on a triple net basis, with QCC responsible for all
operating and maintenance costs.

         Rating Affirmed And Outlook Revised To Negative

               Tuckahoe Credit Lease Trust 2001-CTL1
      Credit lease-backed pass-through certs series 2001-CTL1

                           Rating
                           ------
                To                        From
                --                        ----
                BB/Negative               BB/Stable


UAL CORP: Files Second Quarter Report on Form 10-Q
--------------------------------------------------
UAL Corp., the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission its Form 10Q
dated July 22, 2009, disclosing UAL's financial results for the
quarter ended June 30, 2009.

A full-text copy of UAL Corp.'s 2nd Quarter 2009 Results is
available for free at: http://ResearchArchives.com/t/s?413f

            UAL Corporation and Subsidiary Companies
          Statement of Consolidated Financial Position
                       At June 30, 2009
                        (In Millions)

Current Assets:
Cash and cash equivalents                              $2,566
Restricted cash                                            68
Receivables, less allowance for doubtful accounts         921
Prepaid fuel                                              311
Aircraft fuel                                             228
Fuel hedge collateral deposits                            185
Deferred income taxes                                     102
Prepaid expenses and other                                373
                                                   -----------
Total current assets                                     4,754
                                                   -----------
Operating property and equipment:
Owned
    Flight equipment                                     8,539
    Other property and equipment                         1,717
                                                  ------------
                                                        10,256
Less -- accumulated depreciation and amortization      (1,817)
                                                  ------------
Total owned                                             8,439
                                                  ------------
Capital leases
    Flight equipment                                     1,740
    Other property and equipment                            43
                                                  ------------
                                                         1,783
Less -- accumulated amortization                         (279)
                                                  ------------
Total capital leases                                    1,504
                                                  ------------
Total operating property and equipment                   9,943
                                                  ------------

Other assets:
Intangibles, net                                        2,507
Aircraft lease deposits                                   314
Restricted cash                                           213
Investments                                                79
Others                                                    996
                                                  ------------
Total other assets                                       4,109
                                                  ------------
TOTAL ASSETS                                           $18,806
                                                  ============

Liabilities and Stockholders' Equity

Current liabilities:
Advance ticket sales                                    1,916
Mileage Plus deferred revenue                           1,353
Long-term debt maturing within one year                   846
Accounts payable                                          791
Accrued salaries, wages and benefits                      728
Fuel purchase commitments                                 311
Fuel derivative instruments                               175
Current obligations under capital leases                  165
Accrued Interest                                           93
Other                                                     722
                                                  ------------
Total current liabilities                                7,100

Long-term debt                                           5,604
                                                  ------------
Long-term obligations under capital leases               1,197
                                                  ------------

Other liabilities and deferred credits:
Mileage Plus deferred revenue                           2,905
Postretirement benefit liability                        1,819
Advanced purchase of miles                              1,087
Deferred income taxes                                     582
Other                                                   1,141
                                                  ------------
Total other liabilities and deferred credits             7,534
                                                  ------------

Stockholders' equity:
Preferred stock                                             -
Common stock                                                2
Additional capital invested                             2,970
Retained earnings                                      (5,662)
Stock held in treasury                                    (28)
Accumulated other comprehensive income                     89
                                                  ------------
TOTAL LIABILITIES                                      $18,806
                                                  ============

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.

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

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Parties Oppose Cases Closing, Cite Unresolved Issues
--------------------------------------------------------------
UAL Corporation and its debtor affiliates have asked the U.S.
Bankruptcy Court for the Northern District of Illinois to enter a
final decree closing their Chapter 11 cases.

Section 350(a) of the Bankruptcy Code provides that after an
estate is fully administered and the court has discharged the
trustee, the court will close the case.  Erik W. Chalut, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois, has said that since
the effective date of the Debtors' Confirmed Second Amended Plan
of Reorganization, the Debtors have worked diligently to implement
the Plan.

In separate filings, these parties filed responses to UAL
Corporation and its debtor affiliates' Motion to Close their
Chapter 11 cases:

  * United States of America;
  * UMB Bank, N.A.;
  * Regional Airports Improvement Corporation;
  * The California State Board of Equalization;
  * Regen Capital I, Inc., N.A.; and
  * Barnita P. Vann

The United States of America, on behalf the Equal Employment
Opportunity Commission and the General Services Administration,
objects to the entry of a final decree in the Debtors' Chapter 11
cases until the (i) EEOC's motion for leave to file an amended
administrative expense claim, and (ii) the United's objection to
the prepetition claims of GSA have been fully resolved.

Margaret M. Newell, Esq., at Civil Division of the United States
Department of Justice, in Washington, D.C., insists that
resolution of United's pending disputes with the U.S. will be
much more complicated than the ministerial tasks that may be
completed after closing of a Chapter 11 case.  Moreover, she
stresses that entry of a final decree in the Debtors' Chapter 11
case could divest the Court or appellate courts over the EEOC's
Motion for Leave or United's objection to the GSA claim.
Accordingly, the U.S. asks the Court to deny the Debtors' Motion.
If the Court determines that a final decree should be entered,
the U.S. asks the Court to explicitly retain jurisdiction over
the EEOC's Motion for Leave and United's objection to the GSA
claim.

UMB Bank, as successor indenture trustee for the special
facilities revenue bonds issued in connection with construction
at Los Angeles International Airport, argues that the Debtors'
Motion to Close Chapter 11 cases is premature given that disputes
with UMB Bank remains unresolved.  Jeffrey S. Trachtman, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York, points out that
the adversary proceedings involve complex issues with respect to
the valuation of collateral securing the LAX bonds, the status of
an escrow account valued at more than $20 million, and the UMB
Bank's entitlement to a secured claim, including postpetition
interest of $75 million.  He also contends that United is
obligated to pay UMB Bank's reasonable fees and expenses incurred
in the adversary proceedings and the Debtors' Chapter 11 cases.
Indeed, United has contested as "unreasonable" $1 million of UMB
Bank's legal fees in litigating the valuation and escrow issues
and has paid nothing with respect to Kramer Levin's legal fees
that were incurred from October 1, 2007 to March 27, 2008, Mr.
Trachtman says.  This matter remains outstanding and will require
bankruptcy court determination as a contested matter under the
Plan, not as part of the adversary proceedings, he adds.  For
these reasons, UMB Bank asks the Court to (i) deny the Debtors'
Motion to Close, or (i) expressly retain jurisdiction over the
matters and require United to pay into escrow the full amount for
which it may be liable to UMB.

Regional Airports Improvement Corporation joins in UMB Bank's
objection.  Regional Airports is also concerned as to whether the
entry of a final decree in closing the Debtors' Chapter 11 cases
will deprive the Court of jurisdiction to determine all issues
regarding the final allowance and payment of Regional Airports'
claims.

The California State Board of Equalization does not object to the
Debtors' Motion to Close Chapter 11 cases so long as appropriate
reservations are made for the resolution and potential ultimate
payment in full of the California Board's claim.  Accordingly,
the California Board asks the Court to preserve its right to seek
relief from the Court should the California Board be unable to
reach a settlement with the Debtors with respect to the
California Board's audit settlements.

Regen Capital, for its part, objects to the extent that the
closing of the Debtors' Chapter 11 cases would affect the Court's
jurisdiction to resolve a pending contested matter between Regen
and the Debtors or affect any appeals or other proceedings
arising from that contested matter.  Regen asks the Court that
any final decree closing the Debtors' Chapter 11 cases should
state that the Court retains jurisdiction to consider and
determine the amended request of Regen for payment of cure claim,
and any disputes related to the Amended Cure Claim.

Meanwhile, Barnita P. Vann alleges that her Claim No. 39399 is
unresolved and her due process rights have been violated.
Accordingly, she asks the Court to sustain her objection to the
Debtors' Motion to Close Chapter 11 cases.

Subsequently, Judge Wedoff denied Ms. Vann's motion to sustain
objection for reasons stated on the record.

            Debtors: Chapter 11 Cases Need Not be Open
                 To Resolve Contested Matters

On behalf of the Debtors, Erik W. Chalut, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, asserts that in light of the
Debtors' Chapter 11 circumstances, the existence of the adversary
proceedings should not preclude the entry of a final decree.
With respect to all open matters involved in United's dispute
with UMB Bank and Regional Airports, those matters should be
heard in the adversary proceedings, he says.  He further contends
that $30 billion in unsecured claim liability has been allowed
against the Debtors.  The claim by UMB Bank for $60 million,
while significant, amounts to only 0.2 % of the Debtors' total
claims pool.  To the extent necessary, United has already
informed UMB that it will consent to the Court's retention of
jurisdiction over those issues as part of the adversary
proceedings, he discloses.

As to the remaining claims, the Debtors believe that the
existence of those claims should not impede entry of a final
decree.  Specifically, Mr. Chalut notes that the GSA's claim is
set for trial before the Court in October 2009.  United also
proposes that the Court convert the contested matter into an
adversary proceeding.  United has asked the GSA to stipulate to
this conversion but the GSA has not yet decided whether or not to
stipulate.  He maintains that there should be no substantive and
procedural impact on the parties' rights as a result of this
conversion.  Thus, the Debtors seek the Court's authority to
convert the case to an adversary proceeding.  Similarly, Regen's
objection to the Motion to Close Chapter 11 cases is mooted by an
order disallowing Regen's Amended Cure Claim entered on July 29,
2009.  Mr. Chalut also notes that the EEOC claims, once resolved,
will either be expunged or allowed without need for the Court's
jurisdiction.  The California Board's objection should likewise
be overruled since the California Board never filed a claim for
alleged postpetition taxes, penalties and interests, and has not
filed a motion to deem a late claim timely filed, he adds.

Against this backdrop, the Debtors ask the Court to enter a final
decree closing their Chapter 11 cases and overrule the objections
filed.

Judge Wedoff will consider the Debtors' Motion to Close Chapter
11 cases on August 26, 2009.  A hearing on the Motion to Close
was previously scheduled for July 29, 2009.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.

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

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Regen Appeals Disallowance of $4.89 Mil. Cure Claim
-------------------------------------------------------------
The Bankruptcy Court has sustained UAL Corp.'s objection to Regen
Capital I, Inc.'s amended cure claim for $4,898,728, and
disallowed the claim.

Regen Capital I, Inc., took an appeal to the U.S. District Court
for the Northern District of Illinois from the order issued by
Judge Wedoff of the U.S. Bankruptcy Court for the Northern
District of Illinois disallowing Regen's amended cure claim.

Prior to entry of the disallowance order, Regen asserted that the
Court already entered a final order that allowed Regen's claim
for $4,898,728 in July 2005.  Peter J. Roberts, Esq., at Shaw
Gussis Fishman Glantz, in Chicago, Illinois, pointed out that the
Debtors should not be permitted to ignore the requirement of
Section 365(b)(1)(A) of the Bankruptcy Code that the non-debtor
party to an executory contract be provided a prompt cure.  He
stressed that under the Debtors' Confirmed Second Amended Plan of
Reorganization, the contracts between AT&T Corp. and the Debtors
are deemed assumed upon the entry of a confirmation order and not
at the time when any cure amount is resolved by the parties or
determined by the Court.  He argued that the Debtors cannot
simply ignore the language of their own Plan.  With respect to
their alleged rejection of the AT&T Contracts, the Debtors ignore
the requirement that to reject a contract, it must be executory.
He pointed out that certain of the AT&T Contracts have expired on
their own terms, and are thus no longer executory and no longer
rejected.  Moreover, the Debtors' subsequent rejection of the
assumed AT&T Contracts would result in Regen having an
administrative claim against the Debtors' estates for $4,272,555,
he added.

Regen filed with the Court a memorandum of law in support of its
response, stating that the Debtors' arguments are flawed and the
Debtors' objection should be overruled.  As a supplement, Regen
filed with the Court a copy of United Contract No. 119287, a
master services agreement between the Debtors and AT&T, cited in
Regen's memorandum of law.

Regen thus asked the Court to overrule the Debtors' objection to
the Amended Cure Claim.

The Debtors, for their part, argued that since none of AT&T's
obligations were assigned to Regen, neither was the right to
demand cure as a condition of assumption.  Regen bought an
unsecured claim, and received full payment, Regen is thus
entitled to nothing more, Michael B. Slade, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, asserted.  Moreover, he pointed
out that the Debtors already revoked the assumption of the AT&T
Contracts that took place under the Plan, and that the law
certainly does not entitle a provider of no services whatsoever
to United to $4.5 million.

Mr. Slade further contended that even if Regen was entitled to
cure payment, the Plan gave the Debtors the right to reject the
AT&T Contracts rather than pay disputed cure amounts and the
Debtors already exercised that right.  At the end of the day,
Regen's efforts to contort its purchase of a prepetition claim
into a $4.5 million hand-out cannot survive even basic scrutiny,
he maintained.  Accordingly, the Debtors asked the Court to deny
Regen's Amended Cure Claim.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.

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

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: To Reduce Flight Attendant Count by 2,100 by August 31
----------------------------------------------------------------
United Airlines announced in late July that approximately 2,100
flight attendants have taken advantage of voluntary furlough and
other furlough mitigation programs, once again eliminating the
need for involuntary furloughs.

Last month, United announced it needed to reduce its flight
attendant workforce, as a result of capacity reduction and lower
attrition.  Last year, the company announced a reduction of 1,550
flight attendants, which were all achieved through voluntary
furloughs.

"We worked very closely with the Association of Flight Attendants
to protect jobs and find solutions to prevent involuntary
furloughs," said Alexandria Marren, senior vice president -
Onboard Service.  "We are pleased to avoid the involuntary
furlough of any of our flight attendants, and are grateful that
many were able to take advantage of the voluntary programs as we
continue to work through this challenging economic environment."

As of August 31, 2009, United will reduce the flight attendant
workforce by a total 2,100 positions through voluntary furloughs
and other furlough mitigation programs, including the original
1,550 voluntary furloughs from last year.  Eligible participants
will receive benefits such as medical insurance and travel
benefits throughout the duration of their furlough.


                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.

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

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UNITED COMMERCIAL: Moody's Junks Deposit, Long-Term Issuer Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded United Commercial Bank's Bank
Financial Strength Rating to E from E+, deposits to Caa1 from B1,
and long-term issuer rating to C from B2.  The short term ratings
of the bank remain at Not Prime.  Following the downgrade, the
Caa1 deposit rating remains on review for possible downgrade.
United Commercial Bank is a subsidiary of UCBH Holdings, Inc.,
which is unrated.

The rating action follows UCB's announcement of a preliminary
second quarter 2009 pretax operating loss of approximately
$300 million driven by credit costs, primarily on commercial real
estate.  These results indicate that cumulative credit losses may
eventually exceed Moody's expectations.  This magnitude of loss
also significantly depletes UCB's capital.  Moody's estimates that
the company's tangible common equity ratio fell below 4% at
June 30, 2009, and according to UCB's June 30, 2009 regulatory
filings, the bank's regulatory capital ratios no longer meet "well
capitalized" minimums.  The bank's reported Tier 1 risk-based
capital was 5.3% and Total RBC was 7.9%, compared to the well
capitalized minimums of 6% and 10%, respectively.

Moody's multiple notch downgrade reflects a number of challenges
which face UCB.  Foremost, its asset quality problems are likely
to remain high as long as the U.S.  recession continues.  Although
Moody's has expected for some time that asset quality issues would
challenge UCB's capital adequacy, the size of losses experienced
by the company in the second quarter were higher than anticipated.
Moody's had expected the company would have additional time to
allow pre-provision profit to partially offset credit costs and
develop its capital management plan as outlined in the company's
July announcement.  However, Moody's believes the large second
quarter loss decreases the probability UCB will be successful in
raising external capital.  The company's ongoing restatement of
its 2008 10K and failure to file 10Q's in 2009 may also limit its
ability to raise capital.

Additionally, given the potential magnitude of the company's year-
to-date loss, which will be finalized once financial restatements
are completed, Moody's believes there is risk that the company may
recognize a valuation allowance against its deferred tax asset and
be unable to recognize full tax benefit from ongoing losses.  This
would accelerate the depletion of UCB's capital base.

During the review, Moody's will focus on the development of UCB's
capital management plan and the company's ability to enhance its
capital levels.

In the event of default, Moody's ratings reflect an expected loss
of up to 10% for uninsured domestic deposits and more than 50% for
unsecured creditors.

Moody's last rating action on UCB was on July 14, 2009, when the
Bank Financial Strength Rating was downgraded to E+ from D-; long-
term deposits were downgraded to B1 from Ba3, and the long-term
issuer and Other Senior Obligations ratings were downgraded to B2
from B1.  Following that action, long-term ratings remained on
review for additional possible downgrade.

UCBH Holding, Inc., which is headquartered in San Francisco, CA,
reported total assets of $12.8 billion as of June 30, 2009.

Issuer: United Commercial Bank

Downgrades:

  -- Bank Financial Strength Rating, Downgraded to E from E+
  -- Senior Unsecured Deposit Rating, Downgraded to Caa1 from B1
  -- Issuer Rating, Downgraded to C from B2
  -- OSO Senior Unsecured OSO Rating, Downgraded to C from B2


USA INC: S&P Raises Corporate Credit Rating to 'B-' From 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Gastar Exploration USA Inc. to 'B-' from 'CCC'.  S&P
removed the rating from CreditWatch, where it was placed with
negative implications on July 2, 2009.  The outlook is stable.

At the same time S&P is withdrawing the ratings at the company's
request.

"We raised the rating based on the company's announcement that it
has repaid a substantial amount of its debt from proceeds related
to an asset sale," said Standard & Poor's credit analyst Amy Eddy.
At closing, Gastar received approximately $217 million in gross
proceeds from the sale of certain of its Australian assets to
Santos Energy.  The company used proceeds to retire the
$100 million senior secured notes, a $25 million term loan, and
all outstanding balances under its revolver.  Although the company
has one remaining debt issue outstanding, $30 million in
convertible debentures due November 2009, S&P expects the company
to be able to repay it out of cash, cash flow, and its fully
available revolving credit facility.


VIKING SYSTEMS: Posts $386,533 Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Viking Systems Inc. posted a net loss of $386,533 for three months
ended June 30, 2009, compared with a net loss of $1,050,654 for
the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $677,045 compared with a net loss of $5,012,125 for the same
period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $3,087,919, total liabilities of $2,149,283 and stockholders'
equity of $938,636.

As of June 30, 2009, the Company had $311,711 of cash and cash
equivalents and a net working capital balance of $680,579.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4189

On April 15, 2009, Squar, Milner, Peterson, Miranda & Williamson,
LLP, in San Diego, California expressed substantial doubt about
Viking Systems Inc.'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 auditor noted that the
Company has incurred significant recurring net losses and negative
cash flows from operating activities through December 31, 2008.

                     About Viking Systems Inc.

Based in Westborough, Massachusetts, Viking Systems Inc. (OTC BB:
VKNG) -- http://www.vikingsystems.com/-- is a worldwide
developer, manufacturer and marketer of visualization solutions
for complex minimally invasive surgery.   The Company partners
with medical device companies and healthcare facilities to provide
surgeons with proprietary visualization systems enabling minimally
invasive surgical procedures, which reduce patient trauma and
recovery time.


VMV LLC: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: VMV, LLC
        12516 Sycamore View Dr.
        Potomac, MD 20854

Bankruptcy Case No.: 09-24945

Chapter 11 Petition Date: August 12, 2009

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

Judge: Thomas J. Catliota

Debtor's Counsel: James Greenan, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Email: jgreenan@mhlawyers.com

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

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

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

             http://bankrupt.com/misc/mdb09-24945.pdf

The petition was signed by Thomas Z. Zambetis, managing member of
the Company.


WESTMORELAND COAL: Posts $10.5 Million Net Loss for Q2 2009
-----------------------------------------------------------
Westmoreland Coal Company and subsidiaries reported a net loss of
$10.5 million for the three months ended June 30, 2009, compared
to a net loss of $17.9 million for the same period a year ago.
The Company posted a net loss of $16.3 million for the six months
ended June 30, 2009, compared to a net loss of $29.0 million for
the same period a year ago.

As of June 30, 2009, the Company had $793.36 billion in total
assets and $1.018 billion in total liabilities, resulting in
$221.74 million in Westmoreland Coal Company shareholders'
deficit.

Revenues for the 2009 quarter were down 8% from 2008, primarily
due to a 19% reduction in coal tonnage partially offset by a 12%
increase in power revenues.  The reduction in coal tonnage was
largely driven by two unexpected customer outages, both of which
followed planned maintenance shutdowns.  One of these 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.

Net results for the 2009 quarter were favorably impacted by
recognition of $6.8 million of Indian Coal Tax Credit transaction
income, a $2.4 million increase in power segment operating income,
and a $800,000 gain on the settlement of a small portion of the
Company's heritage medical liabilities.  The 2009 quarter also
benefitted from reductions in corporate and stock compensation
expenses.  Offsetting these favorable items were the customer
outages, which resulted in a $7.8 million decrease in coal
operating income.

Results for the 2008 quarter were unfavorably impacted by a
$3.8 million loss on the extinguishment of debt and $400,000 of
interest expense attributable to the conversion feature on the
Company's convertible debt.

The Company has suffered recurring losses from operations, has a
working capital deficit and a net capital deficiency that raise
substantial doubt about the ability of the Company to continue as
a going concern.

The Company's lending arrangements contain, among other
conditions, events of default and various affirmative and negative
covenants.  As reported by the Troubled Company Reporter on
August 11, 2009, the Company as of June 30 defaulted on a leverage
ratio covenant in its WML debt agreement as a result of customer
outages.  The leverage ratio is calculated using Earnings Before
Interest, Taxes, Depreciation and Amortization, or EBITDA, as
defined by the agreement, for the previous four quarters.  As a
result the Company believes it will not be able to meet the
leverage ratio measurement for at least the next three quarters.
The Company is currently in discussions with its lenders regarding
resolution but in the absence of a waiver, the Company has
classified $125.0 million of outstanding WML debt previously
classified as noncurrent to a current liability in the
Consolidated Balance Sheet.

The Company's belief that it will not be able to meet the WML
leverage ratio covenant for the next three quarters could also
potentially trigger future cross defaults on the Company's
convertible notes and WRI term debt.  As a result, the Company
also classified $11.0 million of its convertible note debt and
$3.2 million of its WRI term debt also formerly classified as
noncurrent to current liabilities.

As a result of the non-compliance, the Company's lenders may
require additional operating and financial restrictions, the
payment of additional fees, acceleration of the amortization
schedule, an increase in the interest rates charged, or a
foreclosure on the assets securing such indebtedness.
Specifically, until a resolution is reached, the lenders have
limited the Company's ability to access funds under WML's
$25.0 million revolving line of credit.  No funds were drawn under
this revolving line of credit at June 30, 2009.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?41bb

Westmoreland Coal has filed a prospectus supplement to add on to
information contained in the prospectus dated May 22, 2009,
relating to the resale, from time to time, by securityholders of
(i) a warrant to purchase 172,775 shares of Westmoreland Coal
common stock at an exercise price of $19.10 per share until
August 20, 2010, and (ii) 4,601,664 shares of Westmoreland Coal
common stock.

The prospectus supplement includes the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2009, which was filed
with the Securities and Exchange Commission on August 10, 2009.

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.


XERIUM TECHNOLOGIES: Files Transcript of Aug. 5 Conference Call
---------------------------------------------------------------
Xerium Technologies, Inc., on August 5, 2009, conducted a
conference call regarding its financial results for the quarter
ended June 30, 2009.  A transcript of the conference call is
available at no charge at http://ResearchArchives.com/t/s?41bc

The transcript includes bracketed language to correct inadvertent
errors in, or to clarify, the information provided on the call.

As reported by the Troubled Company Reporter on August 11, 2009,
Xerium Technologies 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.

Xerium 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.

                     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.


YRC WORLDWIDE: Bankruptcy Increasingly Likely, Analyst Says
-----------------------------------------------------------
Stifel Nicolaus transportation analyst David Ross said that YRC
Worldwide Inc.'s bankruptcy has become increasingly likely,
although it isn't yet imminent, Jim Mackinnon at Beacon Journal
reports.

According to Beacon Journal, other industry analysts have said
that YRC Worldwide could file for bankruptcy.

Beacon Journal relates that Mr. Ross said downgraded YRC Worldwide
shares from "hold" to "sell," saying that the stock is basically
worthless.  Beacon Journal says that the shares dropped 25 cents
to $2.05 on Wednesday, about 28.6% lower since January 1, 2009,
and about 89.5% lower from a year ago.  Mr. Ross said that it is
likely that the first quarter of 2010 -- the industry's weakest
time of the year -- will be the Company's last and that company
employees currently own "35 percent of zero," Beacon Journal
states.

Mr. Ross, Beacon Journal reports, said that he wouldn't be
surprised if YRC Worldwide filed for bankruptcy in a day or in
February, but it is likely that the Company has enough liquidity
to make it through the year-end.  "The Company was over-levered
and mismanaged from the top down.  I don't think the banks are
going to give them any more money," the report quoted Mr. Ross as
saying.

Mr. Ross said that YRC Worldwide likely faces liquidation, even if
it survives through 2010, because there has never been a
successful Chapter 11 bankruptcy filing in the market that the
Company operates in, Beacon Journal relates.  Citing Mr. Ross,
Beacon Journal says that if there is a successful pre-packaged
Chapter 11 bankruptcy that lets companies reorganize and continue
to operate, debt holders would own those firms.

Mr. Ross, according to Beacon Journal, said that YRC Worldwide and
its rivals will be fighting lower shipping volumes and tougher
pricing in the third quarter.

YRC Worldwide said in a statement that the Company "continues to
report significant progress on its comprehensive plan to manage
through the economic recession.  Through the ongoing support of
its key stakeholders including its lender group, union and non-
union employees and pension funds, the company is moving forward
with its strategic plans to restore financial strength and
position its operating companies for future success.

"The recent announcement of the modified labor agreement for its
employees represented by the International Brotherhood of
Teamsters provides an immediate estimated savings of approximately
$45 million per month in 2009, and the savings increase to
$50 million per month in 2010.  The Company also recently
announced further actions that can improve its liquidity by
reaching an asset sale contract with North American Terminals
Management Inc. for approximately $81 million.  Sales and lease-
back transactions are now expected to generate around $375 million
of cash proceeds and excess property sales should generate over
$100 million in 2009," according to YRC Worldwide's statement.

YRC Worldwide said in a statement, "The recent bank amendment
which eliminates the third-quarter covenant and resets the
[financial] covenants through 2010, provides YRC Worldwide
additional flexibility to meet the needs of its customers.  The
Company continues to work with its lenders to evaluate the need
for long-term modifications to its credit agreements.  In
addition, the Company is in discussions with groups of its
bondholders to address the maturities of bonds next year."

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

As of June 30, 2009, the Company had $3.41 billion in total
assets, including $164.5 million in cash and cash equivalents;
$1.72 billion in total current liabilities, $832.9 million in
long-term debt, $126.5 million in deferred income tax liabilities,
$380.7 million in pension and post-retirement liabilities, and
$423.1 million in claims and other liabilities; resulting in
$72.9 million in shareholders' deficit, as reported by the
Troubled Company Reporter on August 3, 2009.

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services maintained its 'CCC' long-term
corporate credit rating on YRC Worldwide Inc. on CreditWatch with
negative implications.  S&P had revised the CreditWatch
implications to negative from positive on April 24, 2009,
reflecting concerns that the company may not be able to meet its
amended bank covenants.


* Business Filings in Second Quarter Up 11.8%
---------------------------------------------
Bankruptcy filings rose in the second quarter, Bloomberg said,
citing the Administrative Office of the U.S. Courts.  According to
Bloomberg's Kristy Scheuble, total bankruptcy filings increased
15.3% in the second quarter.  Total business filings hiked 11.8%
while consumer bankruptcy filings were up 15.5%.  Chapter 7
bankruptcy filings, which allow certain property to be kept exempt
from creditors, were up 18.2%.  Chapter 13 filings were up 7.8%
last quarter.

FTC Seeks Public Comment on a Proposal to Create a Separate
Account Class for Customer Positions in Cleared OTC Derivatives


* CFTC Proposes New Rules for Bankrupt Commodity-Broker Assets
--------------------------------------------------------------
The Commodity Futures Trading Commission has approved for
publication in the Federal Register a proposal to amend Part 190
of the CFTC regulations to create a sixth and separate account
class for OTC derivatives.  The new class would include
derivatives that a futures commission merchant carries for a
customer and submits for clearing through a derivatives clearing
organization (cleared OTC derivatives).  The creation of this
class would permit the extension of certain protections in
bankruptcy to (i) the positions that customers of an FCM hold in
cleared OTC derivatives, and (ii) the collateral that such
customers deposit to secure such positions, in the event that the
CFTC has not issued an order permitting the positions and
collateral pertaining to such account class to be commingled with
positions and collateral relating to the domestic futures account
class.

Additionally, the Proposal codifies the appropriate allocation of
positions and collateral during bankruptcy, in the event that the
CFTC does issue an order permitting the commingling of (i)
positions and collateral relating to commodity contracts of one
account class with (ii) positions and collateral relating to
commodity contracts of the domestic futures account class.

The CFTC seeks public comment on the Proposal.  The comment file
will remain open for 30 days following publication in the Federal
Register.  Copies may be obtained by contacting the CFTC's Office
of the Secretariat, Three Lafayette Centre, 1155 21st Street, NW,
Washington, DC 20581, 202-418-5100 or by accessing the CFTC's
website, www.cftc.gov. Interested parties may submit their
comments via email to secretary@cftc.gov.  All comments received
will be promptly posted on the CFTC's Web site.


* Florence Lentini Joins E&Y's Transaction Advisory Services
------------------------------------------------------------
Florence V. Lentini has joined Ernst & Young LLP as a partner in
the Transaction Advisory Services practice in the restructuring
group.

Ms. Florence has close to 20 years of experience as a financial
advisor and turnaround consultant, focused on advising senior
management, boards of directors, secured lenders, equity sponsors,
unsecured creditors and bondholders.  She has led many large
national and international high profile cases.  She has also
served as a Chief Restructuring Officer in company-side crisis
situations and trustee for liquidating trusts representing secured
and unsecured creditors.  Her background extends across many
industries, where she advised her clients on value-maximizing
strategies both in and out-of-court.

Florence Lentini is based out of New York and can be reached at +1
212.773 0948 or at florence.lentini@ey.com

   E&Y's Transaction Advisory Services Restructuring Practice

With more than 2,000 financial and tax restructuring
professionals, globally, Ernst & Young LLP --
http://www.ey.com/US/transactions-- works with companies,
lenders, creditors and stakeholders to understand and navigate
them through troubled times.  It provides services in the context
of early interventions, strategic financial advice, informal
workouts, out-of-court restructurings, and formal bankruptcy
proceedings.  For companies and debtors, E&Y can act as a
strategic financial advisor to senior management and board of
directors, assist senior management in the analysis of its current
financial situation, help stabilize and manage cash flows and
working capital and understand and assess strategic alternatives.
It can assist lenders, creditors, and stakeholders to assess
strategic alternatives to maximize value, review and assess
business plans and short-term cash-flow forecasts, and perform
viability assessments of companies and recommend solutions.


* BOOK REVIEW: Bankruptcy in United States History
--------------------------------------------------
Author: Charles Warren
Publisher: Beard Books
Softcover: 195 pages
List Price: $34.95
by Henry Berry

Written by a lawyer, this book on the history of bankruptcy in the
United States from the latter 1700s, when the country first gained
its independence, through the years of the Great Depression in the
early 1930s has a legalistic slant.  Warren, a Harvard-educated
lawyer, gives some attention to social conditions of the day, the
effects on individuals such as debtors, and the overall evolution
of bankruptcy in the U.S., but he is mainly interested in the
groundbreaking legal decisions concerning bankruptcy, and
especially in major U.S. Supreme Court decisions.

The book is an amplification of lectures the author gave in 1934
at the Law School of Northwestern University.  As Warren explains,
"This book is an attempt to place the subject [of bankruptcy] in
its proper historical setting."  The author proceeds to argue that
American history has neglected the important economic and social
subject of bankruptcy because "[h]istory and law have long been
regarded as distinct subjects."  By bringing the subjects of
history and bankruptcy law together, Warren provides the first
history of bankruptcy in the U.S. In doing so, he makes bankruptcy
law a useful, adaptable, comprehensible, and beneficial resource.

Warren was motivated to write the book after witnessing the
effects of the Great Depression.  He hoped that public officials,
lawyers, economists, and general readers would not only be
heartened, but also get practicable economic ideas, from the
book's "sketch of the great depressions of the past, and the
description of the attempts at legislative adjustment of the
relations of debtor and creditor . . . bearing upon present
conditions."

Throughout U.S. history, major changes in bankruptcy laws have
always been related to financial crises and periods of economic
depression. During such times, states usually took the lead in
revising bankruptcy laws.  From time to time, the U.S. Congress
also intervened to make changes in national bankruptcy and
business law.  In many cases, with both state and national
legislation, the U.S. Supreme Court would have the final word on
the constitutionality of changes in existing laws or on new laws.
The phrase "to establish uniform laws upon the subject of
bankruptcy . . . ." was included as a late addition to Article I,
Section 8 of the U.S. Constitution.

During times of financial crisis, Warren discerns three distinct,
fundamental themes concerning bankruptcy law.  In its earliest
period, up until the 1820s, U.S. bankruptcy laws were modeled
after English laws, which favored creditors.  In the following
years, up to the start of the Civil War in 1861, new bankruptcy
laws favored debtors.  The turmoil of the Civil War and the
subsequent Southern Reconstruction, large inflows of immigrants,
and the economic development of all parts of the country in the
latter 1800s and early 1900s produced bankruptcy laws with the
national interest in mind.  This national perspective of
bankruptcy law continues through today, sometimes favoring the
creditor and sometimes the debtor depending on prevailing social
conditions and political agendas.

Bankruptcy in United States History is a readable book which both
bankruptcy professionals and general readers will find informative
on the subject of bankruptcy.

After graduating from Harvard law school, Charles Warren (1868-
1954) practiced law in Boston.  He also served as Assistant
Attorney General of the United States in Washington, D.C.



                           *********

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.

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