TCR_Public/090817.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 17, 2009, Vol. 13, No. 227

                            Headlines

ABITIBIBOWATER INC: ACI Receipts Exceed Forecast by 19% in June
ABITIBIBOWATER INC: Files Redacted Version of Rejected Call Pact
ABITIBIBOWATER INC: Has $510 Million Net Loss in Second Quarter
ABITIBIBOWATER INC: Proposes Smurfit-Stone Proceeds Sharing Pact
ALLIANCE ONE: S&P Affirms 'B+' Rating on $100 Mil. Add-On Notes

ALL AMERICAN TITLE: Case Summary 40 Largest Unsecured Creditors
ALTRA NEBRASKA: Case Summary & 10 Largest Unsecured Creditors
ANTHRACITE CAPITAL: Posts $105M Loss; May Not Meet Paydown Needs
AVIS BUDGET: Bank Debt Trades at 10% Off in Secondary Market
BABUSKI LLC: Arrested Owner Gets Passport Back

BANK OF AMERICA: Names Loli Wu Infrastructure Investment Chief
BASIN WATER: Nasdaq Removes Stock From Trading Effective Today
BAY MEDICAL: Moody's Extends Review on 'Ba1' Bond Rating
BERNARD MADOFF: Massachusetts Dumps Fairfield's Settlement Offer
BLOCKBUSTER INC: Bank Debt Trades at 16% Off in Secondary Market

BROOKE CORP: District Court Tosses Out Fraud Lawsuit Against Co.
BRUCE JENNINGS: Case Summary 12 Largest Unsecured Creditors
CALIFORNIA STATE: To Stop Issuing IOUs Sept. 4 on Spending Cuts
CARAUSTAR INDUSTRIES: Posts $1-Million Net Loss in June 30 Qtr
CARAUSTAR INDUSTRIES: To Issue $85 Mil. Sr. Secured Notes Due 2014

CEMEX SAB: Extends Maturity of US$15 Billion Loan Until Feb. 2014
CENTRAL ILLINOIS: Moody's Upgrades Issuer Ratings From 'Ba1'
CERUS CORPORATION: Posts $6MM Net Loss in Quarter Ended June 30
CHIEF CONSOLIDATED: Incurs $2.79 Mil. Net Loss for 2008
CHRYSLER LLC: Creditors Committee Can Pursue Claims vs. Daimler

CHRYSLER LLC: Old CarCo Has $2.52 Billion in Real Property
CHRYSLER LLC: Old CarCo Transferred $8.58BB 90 Days Before Filing
CHRYSLER LLC: Old CarCo Wants Plan Deadline Moved to Nov. 30
CHRYSLER LLC: Old CarCo Wants UGL Equis as Real Estate Brokers
CLAIRE'S STORES: Bank Debt Trades at 33% Off in Secondary Market

COLONIAL BANCGROUP: BofA Has Court Nod to Freeze $1-Bil. of Assets
COLONIAL BANCGROUP: BB&T Takes Banks; Claims vs BancGroup Excluded
COLONIAL BANK, MONTGOMERY: Closed; BB&T Assumes All Deposits
COMMUNITY BANK, ARIZONA: MidFirst Oklahoma Assumes All Deposits
COMMUNITY BANK, NEVADA: DINB Created to Assume Deposits

CONSECO INC: Swings to $27.6 Mil. Net Income for June 30 Quarter
COYOTES HOCKEY: NHL Ordered to Produce Docs. on Team Relocations
CRUSADER ENERGY: Has Equity Value of $100MM, Shareholders Say
DAILEY FARM: Case Summary & 4 Largest Unsecured Creditors
DANA HOLDING: Bank Debt Trades at 24% Off in Secondary Market

DECODE GENETICS: June 30 Balance Sheet Upside-Down by $244 Million
DELAWARE HOME: Case Summary & 20 Largest Unsecured Creditors
DEX MEDIA EAST: Bank Debt Trades at 23% Off in Secondary Market
DEX MEDIA INC: Earns $42.9 Million in 3 Months Ended June 30
DISH DBS: Fitch Assigns 'BB-' Rating on $1 Bil. Notes Offering

DOUBLEDOWN MEDIA: Ch. 7 Trustee Selling Global Publishing Rights
DWELLING HOUSE SAVINGS: PNC Bank of Pittsburgh Assumes Deposits
EDDIE BAUER: Executives Accept Employment from Asset Buyer
EL CENTRO ACRES: Voluntary Chapter 11 Case Summary
ELLEN TRACY: Faces Involuntary Ch. 7 Petition from 3 Creditors

ENERGY PARTNERS: Expects "Significant" Net Loss for 2nd Quarter
ESCADA AG: U.S. Unit Files for Chapter 11 in New York
ESCADA (USA) INC: Case Summary & 20 Largest Unsecured Creditors
FANNIE MAE: 77,876 Loans in July in Obama's Fannie/Freddie Program
FAIRPOINT COMMS: Posts $17.82MM Q2 Loss, Hints Possible Bankr.

FORD MOTOR: Boosts Production Plans for Rest of 2009
FRASER PAPERS: Proofs of Claim Due by Sept. 30, 2009
FREDDIE MAC: 77,876 Loans July in Obama's Fannie/Freddie Program
FRONTIER AIRLINES: Expects to Exit Bankruptcy Protection Sept. 17
FRONTIER AIRLINES: Seniority Issues Doomed Southwest's Bid

FRONTIER AIRLINES: Greater Orlando Wants Set Off of Mutual Debts
FRONTIER INSURANCE: Rehabilitator Asks Court to Set Bar Date
GENERAL GROWTH: NY Comptroller Wants Adequate Protection
GENERAL GROWTH: Proposes Calvo & Clark for Calif. Tax Case
GENERAL GROWTH: Proposes Silverstein for Calif. Tax Issues

GENERAL GROWTH: Second Quarter Report Filed With SEC
GENERAL GROWTH: Taps Grant Thornton for Recovery of Tax Refunds
GENERAL MOTORS: Seeks Aid Pledge for Magna's Revised Opel Bid
GENMAR HOLDINGS: To File for Reorganization Plan by Sept. 29
GENMAR HOLDINGS: Wants to Sell Three Parcels of Real Estate

GEORGIA GULF: Bank Debt Trades at 4% Off in Secondary Market
GETRAG TRANSMISSION: Walbridge Aldinger Objects to Plan
GRAPHIC PACKAGING: Moody's Assigns 'B3' Rating on $180 Mil. Notes
GRAPHIC PACKAGING: S&P Gives Positive Outlook, Affirms 'B+' Rating
HANOVER INSURANCE: AM Best Assigns BB+ Rating to Jr. Debentures

HAYES LEMMERZ: Committee Wants Court to Appoint Examiner
HAYES LEMMERZ: UAW, USW Protest Employee Incentive Plans
HCA INC: Bank Debt Trades at 5% Off in Secondary Market
HEALTHSOUTH CORP: Bank Debt Trades at 3.5% Off in Secondary Market
HERBST GAMING: Ballots to Proposed Chapter 11 Plan due Sept. 15

HERBST GAMING: Swings to $4.4 Mil. Net Income for June 30 Quarter
HERTZ CORP: Bank Debt Trades at 4% Off in Secondary Market
HUNTSMAN ICI: Bank Debt Trades at 6% Off in Secondary Market
HYSKY COMMUNICATIONS: Voluntary Chapter 11 Case Summary
IDEARC INC: Posts $142 Million Net Income for Second Quarter

INSIGHT MIDWEST: Bank Debt Trades at 4% Off in Secondary Market
ISP CHEMCO: Bank Debt Trades at 5% Off in Secondary Market
ISTAR FINANCIAL: Moody's Downgrades Senior Unsec. Ratings to 'Ca'
JACK STARKE: Case Summary & 20 Largest Unsecured Creditors
JARDEN CORP: Seeks 3-Year Extension on $600 Million Term Loans

JHRE PROPERTIES: Case Summary & 21 Largest Unsecured Creditors
JEFFERSON COUNTY: Alabama Senate Approves New Occupational Tax
JIM SLEMONS: Files for Chapter 11 Bankruptcy Protection
JLY PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
KMART CORP: Ex-CEO Verdict on Defrauding Investors Thrown Out

LAS VEGAS SANDS: Bank Debt Trades at 22% Off in Secondary Market
LAS VEGAS SANDS: Amends $3.3-Bil. Macau Credit Facility
LEAR CORP: Has Plan to Pay $1.6 Bil. Debt With Term Loan & Equity
LEAR CORP: Bank Debt Trades at 22% Off in Secondary Market
LINDA KRAUS: Case Summary & 2 Largest Unsecured Creditors

LITTLE TRAVERSE: Moody's Downgrades Corp. Family Rating to 'Ca'
LIZ CLAIBORNE: Moody's Downgrades Corporate Family Rating to 'B2'
LRC BATTERY: Section 341(a) Meeting Scheduled for September 18
LUMINENT MORTGAGE: Cancels Registration of Common Shares
M & M REAL ESTATE: Voluntary Chapter 11 Case Summary

MACC PRIVATE EQUITIES: Has Going Concern Doubt Despite Refinancing
MAGNA ENT: Hearing on Plea to Sell Ocala Property on Aug. 26
MARK TAYLOR: Case Summary & 12 Largest Unsecured Creditors
MERCANTILE BANCORP: Defers Payments on Trust Preferred Shares
METALS USA: Names Will Smith II as VP and General Counsel

METALS USA: Swings to $10.9 Million Net Loss for June 30 Quarter
METRO-GOLDWYN MAYER: Bank Debt at 42% Off in Secondary Market
MICHAEL VICK: Gets Two-Year Deal With Philadelphia Eagles
MICHAELS STORES: Bank Debt Trades at 10% Off in Secondary Market
MI DEVELOPMENTS: Releases 2Q & 6-Mo. Results, MEC Bankr. Update

MIDWEST BANC: Breach of Covenant Raises Going Concern Doubt
MIKE YOUNG: Files for Chapter 11, Wants Emergency Hearing
MILACRON INC: Will Cut 10% of Workforce in North America
MILACRON INC: Asks Court's Nod to Change Names Upon Sale Closing
MOMENTIVE PERFORMANCE: Bank Debt Trades at 20% Off

MXENERGY HOLDINGS: S&P Cuts CCR to 'SD', Then Withdraws Rating
NACIO SYSTEMS: Chapter 11 Plan Functioned as Security Agreement
NEXIENT LEARNING: Global Knowledge to Buy Assets & Operations
NORANDA ALUMINUM: S&P Downgrades Rating on Senior Debt to 'D'
NORTEL NETWORKS: Canada to Limit Sale Probe on Existing Safeguards

NORTEL NETWORKS: Files 2nd Quarter Report With SEC
NORTEL NETWORKS: In Talks for Sale of Remaining Asset, Says E&Y
NORTEL NETWORKS: Proposes Entry Into New Lease With Prudential
NORTEL Networks: Wants Monitor to Lead Sale of Remaining Assets
NORTH MIAMI: U.S. Trustee Sets Meeting of Creditors for Sept. 2

NORTHFIELD LABS: Sept. 4 Voting Deadline for Liquidation Plan Set
NV BROADCASTING: Section 341(a) Meeting Set for August 28
NV BROADCASTING: Files Schedules of Assets and Liabilities
OLIN CORP: Moody's Assigns 'Ba1' Rating on $150 Million Notes
OLIN CORP: S&P Downgrades Corporate Credit Rating to 'BB-'

OSHKOSH CORP: S&P Raises Long-Term Corporate Credit Rating to 'B+'
OSAGE EXPLORATION: Posts $340,000 Net Loss in Qtr. Ended June 30
PALISADES MEDICAL: Moody's Affirms 'Ba2' Rating on $40.1 Mil. Debt
PENNSYLVANIA MUNICIPALITIES: State Considers Takeover of Pensions
POLAROID CORP: Wants to Sell Foreign Unit Stock to Frontier

PHILADELPHIA NEWSPAPERS: Lenders Want to Compete With Insider Plan
PUNTO VERDE: S&P Downgrades Rating on $40 Mil. Notes to 'B'
RAINBOWS UNITED: Can Initially Hire Kere Noel as Accountant
RAINBOWS UNITED: Can Initially Hire Redmond & Nazar as Counsel
RAINBOWS UNITED: Section 341(a) Meeting Scheduled for September 4

RAINBOWS UNITED: Taps Foulston Siefkin on Employment & Tax Matters
RAN-DEL LLC: Voluntary Chapter 11 Case Summary
RED BRIDGE GREENS: Case Summary & 20 Largest Unsecured Creditors
RH DONNELLEY: Files Schedules of Assets & Liabilities
RH DONNELLEY: Paid $46 Mil. to Creditors 90 Days Prior to Filing

RH DONNELLEY: Proposes to Collect Judgements From Customers
RH DONNELLEY: Wants to Assume Lone Tree, Colorado Lease
RICHARD MONAGLE: Voluntary Chapter 11 Case Summary
ROTECH HEALTHCARE: Moody's Gives Stable Outlook on 'Caa2' Rating
SCO GROUP: Inks Change in Control Agreement with CFO Nielsen

SEAQUEST DIVING: Limited Partner's Claim is Subordinated
SEITEL INC: Posts $28.0 Million Net Loss for Second Quarter 2009
SIRIUS XM: Moody's Assigns 'Caa2' Rating on $250 Mil. Senior Notes
SIRIUS XM: S&P Raises Corporate Credit Rating to 'B-' From 'CCC+'
SOTHEBY'S CORPORATION: Poor Performance Won't Affect S&P's Rating

STARFIRE SYSTEMS: Files for Chapter 11 Bankruptcy Protection
STARFIRE SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
STATION CASINOS: Posts $65 Million Second-Quarter Loss
STOLLE MACHINERY: Moody's Withdraws 'B2' Corporate Family Rating
STUART PROPERTY: Oakton Estate to be Auctioned on September 10

SWIFT TRANSPO: Bank Debt Trades at 21% Off in Secondary Market
TARGA RESOURCES: Bank Debt Trades at 1.6% Off in Secondary Market
TEHAMA SECURED: Voluntary Chapter 11 Case Summary
TEUFEL NURSERY: Textron Demands Payment of $5.3MM, Sues Co. & CFO
TRIBUNE CO: Bank Debt Trades at 60% Off in Secondary Market

TXCO RESOURCES: Swings to $54.6 Million Net Loss for June 30 Qtr
UBS AG: Client to Plead Guilty to Failing to File Tax Report
UNION BANK, GILBERT: MidFirst Oklahoma City Assumes All Deposits
VENETIAN MACAU: Bank Debt Trades at 10% Off in Secondary Market
VERSO TECHNOLOGIES: Amends Various Registration of Securities

VESTIN REALTY: Taberna OKs Compromise Trust Preferred Obligations
VIJAY TANEJA: Potomac Maryland Property to be Auctioned on Sept 17
WESTHAMPTON COACHWORKS: Owner Arrested for Larceny
YANKEE CANDLE: Bank Debt Trades at 7% Off in Secondary Market
YE HYUNG CHOI: Case Summary & 2 Largest Unsecured Creditors

YOUTH & FAMILY: Moody's Changes Outlook on 'B2' Rating to Negative

* 5 Banks Shuttered; Year's Failed Banks Now 77
* Bankruptcies Rise 35% in Quarter Ended June 2009 From 2008
* Florida Dirt-Bond Distress Hits 105 Districts

* NHB Establishes Los Angeles Office & Adds Five New Professionals

* BOND PRICING -- For the Week From August 10 to 14, 2009

                            *********

ABITIBIBOWATER INC: ACI Receipts Exceed Forecast by 19% in June
---------------------------------------------------------------
In its thirteenth report dated August 7, 2009, Ernst & Young,
Inc., the Court-appointed monitor in the Canadian proceedings of
the CCAA Applicants, apprised the Honorable Mr. Justice Clement
Gascon, J.S.C., of the Superior Court Commercial Division for the
District of Montreal in Quebec, of:

  -- an update with respect to the overview of the current
     market conditions in the forest products industry;

  -- the CCAA Applicants' four-week cash flow results for the
     period from June 29, 2009 to July 26, 2009;

  -- the receipts and disbursements of the CCAA Applicants
     for the Reporting Period; and

  -- the current liquidity and revised cash flow forecasts of
     the Applicants for the 13-week period ending October 25,
     2009.

E&Y Vice President Alex Morrison reports that mill operating
rates for June 2009, according to the Pulp & Paper Week Report,
was 64%.  In June 2008, the rate was 94%.  Total demand has also
fallen by approximately 25% on a year over year basis.  Until
mill operating rates rise above 90%, it is not likely that
newsprint prices will move upward, he noted.

Although pulp does not form a significant proportion business for
the Applicants, it should be noted that pulp prices have begun to
rise over the last several months, Mr. Morrison said.

He said the Abitibi-Consolidated, Inc. Group's total receipts for
the Reporting Period were $42.0 million or 19% higher than
projected in the ACI Forecast, and disbursements were
$72.2 million or 41% higher than projected in the ACI Forecast.
Overall, the ending cash balance was $15.1 million or 19% lower,
and available liquidity was $9.9 million or 8% lower, than the
ACI Forecast.

Bowater Canada Forest Products, Inc.'s total receipts for the
Reporting Period were $2.4 million or 3% lower than forecasted,
and disbursements and financing expenses were $0.4 million or 1%
higher than the BCFPI Forecast.  Overall, the ending cash balance
was $2.7 million or 51% lower than the BCFPI Forecast, Mr.
Morrison said.

Pursuant to a 13-week forecast ended October 25, 2009, as of
July 26, 2009, the ACI Group had cash on hand of $64.9 million.
In addition to this amount, the undrawn portion of the ACI Debtor-
in-possession facility was $55.2 million.  However, pursuant to
the ACI DIP Facility, $12.5 million of this amount must remain
undrawn, thereby resulting in net available liquidity under the
ACI DIP Facility of $42.7 million.  Accordingly, the total
liquidity of the ACI Group was $107.6 million as of July 26.

On the other hand, BCFPI had cash on hand of $2.6 million as of
July 26, 2009.  BCFPI's forecast liquidity for the 13 weeks ended
October 25, 2009, which includes intercompany funding from BI in
the amount of $2.0 million, reflects significant increase in
projected liquidity due to the projected receipt of an estimated
$25.2 million from BCFPI's interest in the sale of certain
timberlands, which are being sold by Smurfit-Stone Container
Canada Inc.

A full-text copy of E&Y's 13th Monitor's Report is accessible at
the SEC at http://ResearchArchives.com/t/s?41ce

                   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: Files Redacted Version of Rejected Call Pact
----------------------------------------------------------------
AbitibiBowater Inc. and its affiliates previously asked the U.S.
Bankruptcy Court for the District of Delaware for authority to
reject a certain call agreement, whose related motion was redacted
due to "a confidentiality provision that prohibits unilateral
disclosure concerning the transactions contemplated therein."

The Debtors intend to reject the Amended and Restated Call
Agreement, as amended, by and between Abitibi-Consolidated Sales
Corporation and Abitibi-Consolidated Inc., and Woodbridge
International Holdings Limited, Woodbridge International Holdings
S.A., the Woodbridge Company Limited.

Under the Amended and Restated Call Agreement, ACSC was granted
the right to purchase all of the common and preferred shares of
Augusta Newsprint Inc. from WIHL and WIHSA on or before Dec. 31,
2009, at an undisclosed purchase price determined by reference to
a formula.

ACSC and ANI jointly own Augusta Newsprint, a Georgia general
partnership that operates a newsprint mill in Augusta, Georgia.
ACSC owns 52.5% of the Partnership and is the managing partner.
ANI, a direct subsidiary of WIHL and WIHSA and an indirect
subsidiary of Woodbridge, owns the remaining 47.5% interest.

If, however, ACSC does not exercise the Call Option, each of (i)
ACSC and (ii) WIHL and WIHSA, has the right for a period of one
year, to solicit and complete (x) the sale of the Partnership as
a going concern, (y) the sale of all or substantially all of the
consolidated assets of the Partnership, or (z) a merger or other
business combination involving the ANI, Patrick A. Jackson, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
relates.

Specifically, ACSC has one year to solicit and complete a
Transaction.  If a Transaction is not completed within that time
period, the right to solicit and complete a Transaction reverts
to WIHL and WIHSA.

In this regard, the Call Option "is out of the money," and
imposes a substantial burden on the estates by requiring that
proceeds from a Transaction in an amount far in excess of the
value of ANI's 47.5% interest be paid to WIHL and WIHSA, Mr.
Jackson tells the Court.

Supporting the Debtors' request, Pierre Rougeau, executive vice-
president for Operations and Sales of AbitibiBowater, explains
that it is "impractical and unfeasible for ACSC to exercise the
[Call] Option."

Mr. Rougeau also noted that contrary to the assertions of the
Woodbridge Entities, the Amended and Restated Call Agreement is
not a constituent part of, or integrated with a certain
Partnership Agreement entered into by the same parties to the
Call Agreement.  Mr. Rougeau added that he was responsible for
negotiating the Amended and Restated Call Agreement, and
intentionally structured its new provisions "to keep the
economics of the Agreements completely separate."

Mr. Rougeau maintains that failure to reject the Amended and
Restated Call Agreement would enable Woodbridge Entities to
consummate a forced sale and retain all equity in ANI.  He
further reiterates that the Call Agreement can be rejected
without rejecting the Partnership Agreement because the two
Agreements are entirely separate, and were entered into at
different times for different purposes.

Against this backdrop, the Debtors seek the Court's authority to
reject the Call Agreement as it confers no benefit on their
estates and should be rejected to preserve substantial value for
their estates.

     Debtors Reiterate Need to File Agreement Under Seal

"The [Call] Agreement contains a confidentiality provision that
prohibits unilateral disclosure concerning the transactions it
contemplates, and should therefore be filed under seal, along
with its exhibits," Sean T. Greecher, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, emphasizes.

While the Debtors seek that the Confidential Materials remain
under seal, they intend to publicly file redacted versions of the
Confidential Materials, Mr. Greecher notes.

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

                   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: Has $510 Million Net Loss in Second Quarter
---------------------------------------------------------------
AbitibiBowater, Inc., filed with the U.S. Securities and Exchange
Commission on August 11, 2009, its financial results for the
three months ended June 30, 2009.  The Company previously
informed the SEC of its inability to timely complete its
financial report for the first quarter of 2009.

AbitibiBowater reported decreased sales of $660 million, or
38.9%, from $1.69 billion in the second quarter of 2008 to
$1.03 million in the second quarter of 2009.

The Company also reported increased operating loss totaling
$222 million from $63 million in the second quarter of 2008 to
$285 million in the second quarter of 2009.  Net loss attributable
to AbitibiBowater Inc in the second quarter of 2009 was
$510 million, or $8.84 per common share, an increase in net loss
of $259 million, or $4.48 per common share, compared to the second
quarter of 2008.

William G. Harvey, AbitibiBowater's executive vice president and
chief financial officer, stated that in the second quarter of
2009, all of AbitibiBowater's paper and pulp product lines
experienced significant demand declines due to trends in the
newsprint industry and global economic conditions.

North American newsprint consumption continued to decline in the
second quarter of 2009 due to a significant decline in
circulation and advertising, according to Mr. Harvey.  Demand for
coated mechanical papers continued to decline in the second
quarter of 2009 primarily due to sharp declines in advertising.
The industry on specialty papers experienced declines in North
American demand for standard uncoated mechanical papers,
lightweight or directory grades and super-calendered high gloss
papers.

The decrease in global demand for market pulp during the second
quarter of 2009 was primarily due to decreased demand from
offshore markets, particularly Western Europe.  The wood products
segment continues to be negatively impacted by lower demand due
to a weak U.S. housing market, Mr. Harvey said.

Following the Chapter 11 bankruptcy filings and the commencement
of proceedings under Canada's Companies Creditors' Arrangement
Act of AbitibiBowater and its affiliates, the primary sources of
liquidity and capital resources of the Company were cash-on-hand,
cash provided by operations, and external sources comprised of
(i) the Bowater Debtor-in-possession Agreement, (ii) the Abitibi
DIP Agreement, and (iii) the Second Amended and Restated Accounts
Receivable Securitization Program.  Non-core asset sales have
been and may continue to be a source of additional liquidity,
subject to the approval of the U.S. Bankruptcy Court and the
Canadian Court.

All other previous external sources of liquidity prior to the
Creditor Proceedings are no longer available, Mr. Harvey notes.

In March 2009, the Company entered into a non-binding agreement
in principle for the sale of their interest in Manicouagan Power
Company for approximately C$615 million or US$529 million.

AbitibiBowater periodically reviews timberland holdings and sell
timberlands as a source of additional liquidity.  The Company has
targeted approximately $750 million in asset sales by the end of
2009, including our interest in Manicouagan Power Company, other
hydroelectric sites, timberlands, sawmills and other assets.

As of July 31, 2009, about 54,698,206 shares of AbitibiBowater
Inc. common stock are outstanding.

             Employee and Union-Related Disclosures

Mr. Harvey disclosed that as of June 30, 2009, AbitibiBowater
employed approximately 13,500 people, of whom approximately 9,700
were represented by bargaining units.  The unionized employees
are represented predominantly by the Communications, Energy and
Paperworkers Union in Canada and predominantly by the United
Steelworkers Union in the U.S.

"As we develop and implement our reorganization plan and respond
to the need to further reduce capacity in some product lines, we
expect to have some decline in employment.  [Hence], on August 4,
2009, we announced a corporate headcount reduction of
approximately 25%, as part of our plan to implement and continue
to work on selling, general and administrative austerity
measures," according to Mr. Harvey.

A significant number of AbitibiBowater's collective bargaining
agreements with respect to their paper operations in Eastern
Canada expired at the end of April 2009.   Negotiations for
renewal have not begun, Mr. Harvey added.

While negotiations with the unions in the past have resulted in
collective agreements being signed, the Company noted that it may
not be able to negotiate acceptable new agreements, which could
result in strikes or work stoppages by affected employees.
Renewal of collective bargaining agreements could also result in
higher wage or benefit costs.  Thus, the Company said it could
experience a disruption of their operations or higher ongoing
labor costs.

The Company anticipates negotiations with both major unions to
occur in late 2009, Mr. Harvey stated.

                      Legal Proceedings

AbitibiBowater is involved in various legal proceedings relating
to contracts, commercial disputes, taxes, environmental issues,
employment and workers' compensation claims and other matters.
The Company periodically reviews the status of those proceedings
with both inside and outside counsel.

The Company avers that it continues to work to resolve matters
relating to the expropriation of its assets in the Province of
Newfoundland and Labrador in Canada.  AbitibiBowater is in a
position to submit a notice of arbitration pursuant to the
relevant NAFTA provisions now that the mandatory 90-day waiting
period following the filing of its notice of intent to arbitrate
has passed.  The filing of the notice of arbitration may be
delayed to provide additional time for settlement opportunities,
Mr. Harvey said.

Although the final outcome of the litigations is subject to many
variables and cannot be predicted with any degree of certainty,
AbitibiBowater states it has established reserves for a matter
when it believes an adverse outcome is probable and the amount
can be reasonably estimated.

The ultimate disposition of the litigation matters will not have
a material adverse effect on our financial condition, but it
could have a material adverse effect on the Company's results of
operations in any given quarter or year.

A full-text copy of AbitibiBowater, Inc.'s 10-Q filing for the
quarter period ended June 2009 is available for free at:

              http://ResearchArchives.com/t/s?41c7

                      ABITIBIBOWATER, INC.
             Unaudited Consolidated Balance Sheets
                     As of June 30, 2009

                             ASSETS

Current Assets:
Cash and cash equivalents                          $479,000,000
Accounts receivable, net                            669,000,000
Inventories, net                                    664,000,000
Assets held for sale                                409,000,000
Other current assets                                112,000,000
                                                ----------------
Total Current Assets                               2,333,000,000

Fixed assets, net                                  4,369,000,000
Goodwill                                              53,000,000
Amortization intangible assets, net                  464,000,000
Other assets                                         556,000,000
                                                ----------------
Total Assets                                      $7,775,000,000
                                                ================
                LIABILITIES AND DEFICIT

Liabilities not subject to compromise:
Current Liabilities:
Accounts payable and accrued liabilities           $403,000,000
Debtor-in-possession financing                      236,000,000
Short-term bank debt                                672,000,000
Current portion of long-term debt                   633,000,000
Liabilities associated with assets
held for sale                                       60,000,000
                                                ----------------
Total Current Liabilities                          2,004,000,000

Long-term debt, net of current portion                35,000,000
Pension & other postretirement projected
benefit obligations                                  79,000,000
Other long-term benefits                             129,000,000
Deferred income taxes                                165,000,000
                                                ----------------
Total Liabilities Not Subject to Compromise        2,412,000,000

Liabilities Subject to Compromise                  6,424,000,000
                                                ----------------
Total Liabilities                                  8,836,000,000

Commitments and Contingencies
Deficit:
AbitibiBowater, Inc. shareholders' deficit:
Common stock, $1 par value, 54.7 shares
outstanding as of June 30, 2009                     55,000,000
Exchangeable shares at no par value, 3.0 shares
outstanding as of June 30, 2009                    173,000,000
Additional paid-in capital                        2,521,000,000
Deficit                                          (3,566,000,000)
Accumulated other comprehensive loss               (384,000,000)
                                                ----------------
Total AbitibiBowater shareholders' deficit        (1,201,000,000)
Non-controlling interests                           140,000,000
                                                ----------------
Total Deficit                                     (1,061,000,000)

Total Liabilities and Deficit                     $7,775,000,000
                                                ================

                      ABITIBIBOWATER, INC.
        Unaudited Consolidated Statements of Operations
                Three Months Ended June 30, 2009

Sales                                             $1,036,000,000

Cost and expenses:
Cost of sales                                       784,000,000
Depreciation, amortization and cost of timber       148,000,000
Distribution costs                                  119,000,000
Selling and admin. expenses                          31,000,000
Closure costs, impairment & other charges           240,000,000
Net gain on disposition of assets                    (1,000,000)
                                                ----------------
Operating loss                                      (285,000,000)
Interest expense                                    (143,000,000)
Other (expense) income, net                          (30,000,000)
                                                ----------------
Loss before reorganization items
and income taxes                                   (458,000,000)
Reorganization items, net                            (89,000,000)
                                                ----------------
Loss before income taxes                            (547,000,000)
Income tax benefit (provision)                        34,000,000
                                               ----------------
Net loss including non-controlling interests        (513,000,000)
Net loss (income) attributable
to non-controlling interests                          3,000,000
                                                ----------------
Net loss attributable to AbitibiBowater            ($510,000,000)
                                                ================

                      ABITIBIBOWATER, INC.
        Unaudited Consolidated Statements of Cash Flow
                 Six Months Ended June 30, 2009

Cash Flows from Operating Activities:
Net loss including non-controlling interests       ($723,000,000)
Adjustments to reconcile net (loss) to net cash
(used in) provided by operating activities:
Share-based compensation                              3,000,000
Depreciation, amortization and cost of timber       314,000,000
Closure costs, impairment and other charges         270,000,000
Write-downs of mill stores inventory                 12,000,000
Deferred income taxes                                10,000,000
Net pension contributions                          (188,000,000)
Net gain on disposition of assets                   (53,000,000)
Gain on extinguishment of debt                                0
Amortization of debt discount (premium), net         48,000,000
Loss (gain) on translation of
foreign currency debt                                 6,000,000
Non-cash reorganization items, net                   46,000,000
DIP financing costs                                  29,000,000
Changes in working capital:
Accounts receivable                                 148,000,000
Inventories                                          37,000,000
Income taxes receivable and payable                 (25,000,000)
Accounts payable & accrued liabilities               78,000,000
Other, net                                            51,000,000
                                                ----------------
Net cash (used in) provided by
operating activities                                 63,000,000

Cash Flows from Investing Activities:
Cash invested in fixed assets                       (53,000,000)
Dispositions of assets                               69,000,000
Decrease (Inc.) in L/C deposit
requirements, net                                    39,000,000
Cash received in monetization of
derivative financial instruments                      5,000,000
                                                ----------------
Net cash provided by (used in)
investing activities                                 60,000,000

Cash Flows from Financing Activities:
Cash dividends to non-controlling interests          (7,000,000)
DIP financing                                       236,000,000
DIP financing costs                                 (27,000,000)
Term loan financing                                           0
Term loan repayments                                          0
Short-term financing, net                           (24,000,000)
Issuance of long-term debt                                    0
Payments of long-term debt                           (5,000,000)
Payments of financing and
bank credit facility fees                           (9,000,000)
Payment of equity issuance fees on
Convertible Notes                                            0
                                               ----------------
Net cash provided by (used in)
financing activities                                164,000,000
                                                ----------------
Net decrease in cash & cash equivalents              287,000,000

Cash & cash equivalents:
Beginning of period                                192,000,000
                                               ----------------
End of period                                     $479,000,000
                                               ================

                   About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: Proposes Smurfit-Stone Proceeds Sharing Pact
----------------------------------------------------------------
By this motion, AbitibiBowater Inc. and its affiliates seek
permission from Judge Kevin J. Carey of the U.S. Bankruptcy Court
for the District of Delaware to honor and perform their
obligations under these agreements:

  (1) A Letter Agreement dated September 30, 2008, with Smurfit-
      Stone Container Enterprises, Inc., and its wholly owned
      Canadian subsidiary, Smurfit-Stone Container Canada Inc.,
      relating to a proceeds sharing arrangement from the sale
      of certain Quebec timberlands; and

  (2) Related Agreements, specifically:

      * A Wood Fiber Supply Agreement by and between Bowater
        Canada Forest Products, Inc. CFPI, Abitibi-Consolidated
        Inc., and Smurfit;

      * A Waiver and Release Agreement between BCFPI and SSC
        Canada;

      * An Indemnity Agreement by and between SSC Canada and
        BCFPI; and

      * A Termination Agreement by and between SSC Canada, BCFPI
        and ACI.

Under the Letter Agreement, the Debtors will receive about 50% --
or about C$28 million -- of the net proceeds Smurfit will realize
from its pending sale of the timberlands to the Quebec
government, as condition upon the consummation of the Related
Agreements.

The Quebec Timberlands constitute the largest privately owned
harvestable land located between the Saguenay-Lac-St-Jean and
Mauricie regions in the south central portion of the Province of
Quebec, comprising of continuous blocks of timberlands located
north/northeast and east of the Gouin Reservoir, or the Optioned
Lands, William G. Harvey, executive vice-president and chief
financial officer of AbitibiBowater, Inc., related in a
declaration filed with the Court.

BCFPI has "a right of first refusal," among other things, on the
Optioned Land, which represents approximately 98% of the total
surface area of the Timberlands, according to Mr. Harvey.

In 2008, Smurfit initiated discussions with the Debtors regarding
the possibility of BCFPI waiving the Right of Refusal in
consideration of a Proceeds Sharing Arrangement.  Subsequently,
Smurfit and BCFPI entered into the Letter Agreement which
provides that:

  (i) BCFPI would waive its Right of Refusal in connection with
      any sale of the Optioned Land for a period of two years;

(ii) Smurfit would promptly undertake a marketing process for
      the Timberlands;

(iii) In the event of a Sale of the Optioned Land, Smurfit
      would agree to share with BCFPI 50% of the net proceeds
      from the Sale; and

(iv) In the event the Net Proceeds are less than C$50 per
      acre, Smurfit would pay BCFPI only the portion of the
      proceeds exceeding C$25 per acre.

In accordance with the terms of the Letter Agreement, Smurfit
retained Scotia Capital Inc. to commence marketing of the
Timberlands and certain related Timberland assets.

After a comprehensive multi-step process, SSC Canada and Societe
Generale de Financement du Quebec signed a Purchase Agreement LA
Tuque Timberland Assets, to which Smurfit will sell the
Timberland Assets for C$60.4 million.  The Optioned Land
represents 98.27% of the Timberland Assets being sold under the
Timberlands APA.

Therefore, Mr. Harvey says, the purchase price attributable to
the Optioned Land amounts to C$59,355,000, subject to customary
closing adjustments, including property taxes.  Transaction costs
are estimated to total C$2.5 million to C$3.5 million.

Pursuant to, and as a condition of, the Letter Agreement, the
parties also entered into a Wood Fiber Supply Agreement pursuant
to a term sheet, which essentially provides that BCFPI and ACI,
as suppliers, agree to sell to Smurfit, undisclosed oven-dried
metric tons of jack pine wood chips from the La Tuque Region, to
be delivered at the La Tuque Mill.

To address a condition that Smurfit must satisfy under the
Timberlands APA, the Debtors also ask the Court to allow them to
terminate existing Harvesting and Existing Supply Contracts by
and among Smurfit and BCFPI or ACI.

The Debtors assert that the Harvesting Contracts and Existing
Supply Contracts contain unfavorable pricing terms for their
mills and thus, the contract rejection will benefit their
estates.   The Wood Fiber Supply Agreement, on the other hand,
ensures a minimum volume output of wood fiber for the term of the
Agreement, in addition to creating a favorable pricing scheme for
the Debtors' wood fiber, Kelley A. Cornish, Esq., at Paul, Weiss,
Rifkind, Wharton & Garrison LLP, in New York, tells the Court.

Ms. Cornish emphasizes that the Debtors will realize C$28 million
from their interests in Smurfit's timberlands, which provides
immediate cash infusion into the Debtors' estates.  In addition,
the Proceed Sharing Arrangement establishes a wood fiber supply
agreement that provides the Debtors' mills with a minimum annual
production volume of wood fiber at market prices, on otherwise
favorable terms, for a seven-year period.

The Debtors aver that their entry into the Letter Agreement and
its related agreements, as well as the Wood Fiber Supply
Agreement, replaces several previous agreements that contained
less favorable terms.

           Debtors Seek to File Documents Under Seal

Ms. Cornish relates that publicly disclosing certain documents
related to the Proceed Sharing Agreements, which contain
information on the pricing and volume of wood fiber to be sold by
Smurfit, will harm the Debtors, their creditors and
counterparties to the Agreements.  In this light, the Debtors ask
Judge Carey to allow them to file redacted versions of the
Proceed Sharing Agreements.

The Court will convene a hearing on September 2, 2009, to
consider the Debtors' request.  Objections, if any, must be filed
by August 26.

                   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).


ALLIANCE ONE: S&P Affirms 'B+' Rating on $100 Mil. Add-On Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on Alliance One International Inc.'s 10% senior unsecured
notes due 2016 following the company's $100 million add-on note
issue.  This transaction increases the aggregate amount of the
company's June 2009 $570 million 10% senior unsecured notes issue
to $670 million.  The notes were issued under Rule 144A and
subject to the same indenture.  The recovery rating is '4',
indicating S&P's expectation of average (30%-50%) recovery for
lenders in the event of a payment default.

S&P expects that net proceeds from the new transaction will be
used to reduce outstanding short-term seasonal foreign lines of
credit.  Following the prior financing, which included $115
million of convertible subordinated notes due 2014, S&P estimate
pro forma leverage for the 12 months ended June 30, 2009, to be in
the 5x area.

The ratings on Alliance One reflect the challenging business
environment in which the company operates, marked by global
competition, political unrest in certain leaf-tobacco producing
countries, exposure to foreign currency volatility (particularly a
weak U.S. dollar), and declining cigarette consumption in most
mature markets, including the U.S.  and Western Europe.  In
addition, there is customer concentration risk and relatively high
debt leverage.  Alliance One benefits from its position as one of
the two leading independent leaf tobacco merchants; its sourcing
diversification; and solid, long-standing customer relationships
with the leading cigarette manufacturers.

                           Ratings List

                           Add-On Notes
                  Alliance One International Inc.

            Senior Unsecured debt rating
            $100 mil 10% notes due 2016              B+


ALL AMERICAN TITLE: Case Summary 40 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: All American Title Agency, LLC, Debtor
        601 N. Hicks Road
        Palatine, IL 60067

Bankruptcy Case No.: 09-29704

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: David R. Herzog, Esq.
                  Herzog & Schwartz PC
                  77 W Washington Suite 1717
                  Chicago, IL 60602
                  Tel: (312) 977-1600
                  Email: drhlaw@mindspring.com

Total Assets: $1,216,439

Total Debts: $1,240,291

A list of the Company's 40 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/ilnb09-29704.pdf

The petition was signed by Christy J. Jepson, managing member of
the Company.


ALTRA NEBRASKA: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Altra Nebraska, LLC
        PO Box 967
        Healdsburg, CA 95448

Case No.: 09-42348

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Robert J. Bothe, Esq.
            McGrath, North, Mullin & Kratz, PC
            Suite 3700 First National Tower, 1601 Dodge St.
            Omaha, NE 68102
            Tel: (402) 341-3070
            Fax: (402) 341-0216
            Email: rbothe@mnmk.com

                  Robert P. Diederich, Esq.
                  McGrath, North, Mullin & Kratz, PC
            Suite 3700 First National Tower, 1601 Dodge St.
            Omaha, NE 68102
            Tel: (402) 341-3070
            Fax: (402) 341-0216

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

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

The petition was signed by David Traversi.

Debtor's List of 10 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Air Resource Specialists                              $10,078
Inc.

Black Hills Energy             Natural Gas            $175,945
                               Transmission

Gemma Power Systems                                   $89,801

Gibson Dunn & Crutcher LLC     Professional Services  $853,416
333 Southy Grand Avenue
Los Angeles, CA 90071

Koley Jessen P.C.              Professional Services  $111,486

Pryor Cashman LLP              Professional Services  $45,804

Puritan Manufacturing, Inc.                           $14,596

Stetson Building Products                             $61,488
Inc.

Stoel Rivers, LLP              Personal Services      $195

Terracon Consultants, Inc.                            $11,185


ANTHRACITE CAPITAL: Posts $105M Loss; May Not Meet Paydown Needs
----------------------------------------------------------------
Anthracite Capital, Inc., posted a net loss of $105.58 million for
the three months ended June 30, 2009, compared with a net income
of $33.31 million for the same period in 2008.

For the six months ended June 30, 2009, the Company posted a net
loss of $80.00 million compare with a net income of $87.21 million
for the same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $2.74 billion, total liabilities of $2.24 billion and
stockholders' equity of $504.67 million.

Pursuant to amendments to its secured facilities with Bank of
America, Deutsche Bank and Morgan Stanley which closed in May
2009, the Company is required to make payments to reduce the
principal balances under the facilities by certain specified
amounts as of the end of each quarter, commencing for the quarter
ended September 30, 2009.  The Company's current projections show
that the Company will not be able to meet the principal paydown
requirements for certain secured lenders on September 30, 2009.
If the Company does not satisfy these paydown requirements, the
Company has 90 days to cure such shortfall or an event of default
would occur.  However, the Company may not have the liquidity to
cure such shortfall, if it were to occur, while meeting the
Company's other obligations after September 30, 2009, and the
Company then would not be able to continue as a going concern.

The Company continues to seek ways to refinance or restructure its
unsecured indebtedness, thereby reducing its interest expense and
improving liquidity.  These efforts include the debt-for-equity
exchange and junior unsecured subordinated debt restructurings.
The Company will endeavor to complete additional debt-for-equity
exchanges to reduce the $4,056,000 interest payment due on the
convertible notes on September 1, 2009, thereby increasing the
funds available to meet the secured lenders principal paydowns due
by September 30, 2009.  No assurance can be given that this
endeavor will be successful, the Company said.  In addition,
financings through collateralized debt obligations, which the
Company historically utilized, are no longer available.

A full-text copy of the Company's Form 10-Q filed with the
Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?41e0


A copy of the Company's press release explaining its second
quarter results is available for free at:

http://researcharchives.com/t/s?41f3

Restructuring of Secured Credit Facilities

During the second quarter of 2009, the Company amended each of its
secured credit facilities with Bank of America, Deutsche Bank and
Morgan Stanley.  The facilities have been amended to provide
similar terms which, among other things, extend the maturities of
all facilities to September 30, 2010 and eliminate all mark-to-
market provisions.  In addition to eliminating outstanding margin
calls and the right to make future margin calls, existing
scheduled amortization payments were replaced with cash management
requirements as described below.  The new interest rate on the
facilities is the greater of 30-day LIBOR plus 3.50% or 5.50%.

The Secured Creditors continue to hold the same primary collateral
consisting of U.S. and non-U.S. denominated commercial real estate
loan assets.  All cash received from these assets will first be
used to pay interest and then to reduce the respective lender's
principal balance.  The Company has agreed that the principal
balance for each Secured Creditor will be reduced through this
process by an agreed upon amount, measured on a cumulative basis,
at the end of each quarter starting with the period ending
September 30, 2009.  If such required reduction is not satisfied,
the Company has 90 days to cure such shortfall or an event of
default would occur.

In addition, the Secured Creditors received a security interest in
all unencumbered assets of the Company as well as a subordinated
second lien on each other's primary collateral.  The cash flows
generated by the bulk of the formerly unencumbered assets will be
deposited monthly into a cash management account that will be
available for use by the Company for its operations pursuant to a
prescribed budget subject to (i) no defaults under the facilities
and (ii) the cure of any outstanding deficiency in the required
reductions of the principal balance of any Secured Creditor.  In
the event of an uncured event of default, the cash management
account proceeds must be used to pay down the relevant lender's
debt until the deficiency has been cured.

The existing financial covenants were modified and apply to the
Company under each facility as follows:

    * Tangible net worth (as defined in each applicable facility)
      cannot fall below $400 million (plus 75% of any equity
      offering proceeds) at any quarter end, and cannot fall (with
      certain exclusions) by more than 20% in any one quarter or
      more than 40% in any four quarter period;

    * Debt service coverage ratio must (as defined in each
      applicable facility) be at least 1.40; and

    * Total recourse debt to tangible net worth ratio may not
      exceed 2.5.

The Company also agreed to certain other terms which establish (i)
certain required quarterly operating earnings, (ii) restrictions
or conditions on the incurrence or restructuring of any
indebtedness and the payment of fees and other amounts to
BlackRock Financial Management, Inc. and its affiliates, (iii)
limits on acquiring new assets and (iv) required minimum quarterly
operating earnings for each quarter of the extended term,
commencing with the quarter ended June 30, 2009. In addition,
certain definitions, including an event of default, under each
facility were made substantially uniform among the facilities.

The maturity date for each facility may be further extended to
March 30, 2011 at the discretion of the respective Secured
Creditor.  However, if certain conditions are met, the decision by
a lender to not extend may result in such lender losing the
benefit of certain new collateral received under the
restructuring.

In addition, the waiver of covenant breach under the Company's
secured credit facility with Holdco 2 related to the failure of
the Company to repay certain borrowings due under such facility
has been extended through October 22, 2009.

Restructuring of Unsecured Debt

In May and July 2009, the Company restructured a significant
portion of its trust preferred securities and junior subordinated
notes.

Pursuant to an exchange agreement with certain holders of the
Company's $135 million in trust preferred securities and ?50
million junior subordinated notes, the Company issued $168.75
million and EUR62.5 million principal amount of new junior
subordinated notes in exchange for those securities. The exchanges
closed on May 29, 2009.

The new notes bear a fixed interest rate of 0.75% per year until
the earlier of May 29, 2013 and the date on which the Company's
senior secured credit facilities with Bank of America, Deutsche
Bank and Morgan Stanley have all been paid in full (the
"Modification Period"). The interest rates on those securities
were, as of the date of the exchanges, 7.50%, 7.73% and 7.77% per
year on the trust preferred securities and EURIBOR plus 2.60% per
year on the junior subordinated notes.  After the Modification
Period, the new notes bear interest at the same rates as the
securities for which they were exchanged.  The new notes are
contractually senior to the Company's remaining trust preferred
securities.  The new notes otherwise generally have the same
terms, including maturity dates and capital structure priority, as
the securities for which they were exchanged.

The coupons that were due on April 30, 2009 on certain of the
securities being exchanged were satisfied by payments at the new
lower rate of 0.75% per year on the increased principal amounts.

On July 22, 2009, the Company issued $31,250 aggregate principal
amount of junior unsecured subordinated notes (the "Notes") in
exchange for $25,000 aggregate liquidation amount of trust
preferred securities of Anthracite Capital Trust I (the "Exchanged
Securities").

The Notes bear a fixed interest rate of 0.75% per year until the
earlier of (i) July 22, 2013 and (ii) the date on which all of the
existing senior secured loans under the Company's senior secured
credit facilities with Bank of America, Deutsche Bank and Morgan
Stanley are fully amortized, including certain deferred
restructuring fees.  After the July 22 Modification Period, the
Notes bear interest at the same rate as the Exchanged Securities.
Interest payments are payable quarterly, commencing on July 30,
2009.  The first interest payment due on July 30, 2009 under the
Notes is for the interest period from April 30, 2009.  All
obligations under the Exchanged Securities, including accrued and
unpaid interest thereunder, were accordingly fully discharged and
satisfied.

The Notes are contractually senior to the Company's remaining
trust preferred securities, and otherwise generally have the same
terms, including maturity date, as the Exchanged Securities.

As a result of the restructuring, during the Modification Period
and the July 22 Modification Period, the Company is subject to
limitations on its ability (i) to pay cash dividends on shares of
its common stock or preferred stock, or redeem, purchase or
acquire any equity interests and (ii) to create, incur, issue or
otherwise become liable for new debt other than trade debt,
similar debt incurred in the ordinary course of business or debt
in exchange for or to provide the funds necessary to repurchase,
redeem, refinance or satisfy the Company's existing secured and
senior unsecured debt. In addition, during such periods, the cure
period for a default in the payment of interest when due is three
days.

On May 27, 2009, in a privately negotiated exchange transaction
with a holder of Anthracite's 11.75% Convertible Senior Notes due
2027, the Company issued 850,000 shares of common stock in
exchange for $4 million principal amount of the notes.

On July 1, 2009, in a privately negotiated exchange transaction
with a holder of Anthracite's 11.75% Convertible Senior Notes due
2027, the Company issued 900,000 shares of common stock in
exchange for $3 million principal amount of the notes.

On July 29, 2009, the Company issued 1,317,000 shares of its
common stock in exchange for $3,951 aggregate principal amount of
its 11.75% Convertible Senior Notes due 2027 in a privately
negotiated exchange with a holder of such notes.

The Company estimates that the effect of the combined unsecured
restructurings and exchanges will result in cash savings of over
$13 million per year during the period that the lower coupons are
in effect.  The Company intends to use cash from these savings for
general corporate purposes and to reduce indebtedness under its
senior secured credit facilities.

                     About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008.  BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.

Anthracite Capital reported net income of $25.5 million for the
three months ended March 31, 2009, compared to $53.9 million for
the same period in 2008.

                      Going Concern Doubt

After auditing the Company's 2008 report on Form 10-K, the
Company's independent registered public accounting firm issued an
opinion saying that the uncertainty relating to the outcome of the
Company's ongoing negotiations with its lenders have raised
substantial doubt about the Company's ability to continue as a
going concern.  The Company obtained agreements from its secured
credit facility lenders on March 17, 2009, that the going concern
reference in the independent registered public accounting firm's
opinion to the consolidated financial statements was waived.


AVIS BUDGET: Bank Debt Trades at 10% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 89.58
cents-on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.58
percentage points from the previous week, The Journal relates.
The loan matures on April 1, 2012.  The Company pays 125 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's CCC+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 14,
among the 128 loans with five or more bids.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

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


BABUSKI LLC: Arrested Owner Gets Passport Back
----------------------------------------------
Babuski LLC owner Jamal Eljwaidi, aka Jean Marc El Jwaidi and who
was arrested on his return to Las Vegas from London on July 29 for
allegedly scamming millions of dollars from senior citizens, got
his passport back, Mary Manning at Las Vegas Sun reports.

Mr. Eljwaidi, along with employees, called potential investors to
offer them high interest payments if they would invest in short-
term loans for a shopping center project on 9.23 acres of land
near Russell Road and the 215 Beltway in the southwest Las Vegas
Valley, The Sun states, citing investigators with Secretary of
State Ross Miller's office.  Mr. Eljwaidi, according to The Sun,
alleged took investors' money for real estate developments but
used it in personal expenses.  Mr. Miller said that the shopping
center, which was scheduled to be completed in October 2009, is
still an empty lot, The report says.

Mr. Eljwaidi had to pay $200,000 to get the passport back, The Sun
states.  The Sun relates that Mr. Eljwaidi planned to leave for
France on Saturday.  The Sun notes that he will forfeit money and
be arrested again if he breaches the terms of the agreement
reached for his passport.

A hearing in the bankruptcy court is set for August 19, The Sun
reports.  Mr. Eljwaidi's preliminary hearing will be on
October 16, according to the report.

Steve Green at Las Vegas Sun relates that Babuski filed for
bankruptcy to weeks before Mr. Eljwaidi's arrest to block
foreclosure proceedings by creditor Vestin Mortgage, involving
land that Babuski said it is developing at Russell Road and the
215 Beltway.

Babuski LLC is one of real estate investment companies owned by
Jean Marc El Jwaidi.  The Company filed for bankruptcy in order to
block foreclosure proceedings by creditor Vestin Mortgage
involving land Babuski said it is developing at Russell Road and
the 215 Beltway.

Las Vegas, Nevada-based Babuski LLC filed for Chapter 11 on
June 29, 2009 (Bank. D. Nev. Case No. 09-21360).  In its petition,
the Debtor said it has assets and debts ranging from $10 million
to $50 million.


BANK OF AMERICA: Names Loli Wu Infrastructure Investment Chief
--------------------------------------------------------------
Bank of America Merrill Lynch on August 12 announced that Loli Wu
has been appointed managing director and head of Americas
transportation and infrastructure investment banking.  Mr. Wu, who
will begin in October, will be based in New York and report to
John Pratt, global head of aerospace and defense, autos, capital
goods and transportation corporate and investment banking.  Mr. Wu
will be responsible for leading the firm's transactions in the
transportation and infrastructure sectors, including shipping,
railroads, ports, trucking, logistics and airlines.

"Loli is considered one of the top bankers in the transportation
and infrastructure sector with nearly 20 years of experience in
the sector and a deep transactional track record," said Mr. Pratt.
"We look forward to working closely with Loli to leverage his
knowledge and leadership as we continue strengthening our
transportation and infrastructure practice to meet our clients'
evolving needs."

"Bank of America Merrill Lynch is a global leader in
transportation and infrastructure corporate and investment
banking.  Loli's addition enhances our deeply talented team and
will position us to gain even greater market share," said Purna
Saggurti, global head of industrials, energy and power, and real
estate, gaming and lodging corporate and investment banking.

Mr. Wu was most recently at Citigroup where he spent more than 12
years, most recently as head of surface transportation and
logistics investment banking. Prior to that, he served as a
management consultant at A.T. Kearney focused on merger and
acquisition advisory and privatization advisory for the
transportation industry.  He began his career as a reporter for
the Journal of Commerce, an influential logistics and shipping
industry publication.

Mr. Wu received a bachelor's degree in East Asian Studies and
Political Science from Yale University in 1989 and a Masters of
Business Administration from The Wharton School at the University
of Pennsylvania in 1994.

                BofA Ends Arbitration Practice

Robin Sidel at The Wall Street Journal reports that BofA dropped a
rule that forced clients into arbitration to settle disputes,
allowing consumers to go to court to resolve disagreements over
credit-card charges, auto and boat loans, and bank accounts.

The Journal quoted a BofA spokesperson as saying, "We think
arbitration is a very fair way to resolve the issue. A lot of our
customers did not feel the same way, so we decided to make a
change."

BofA, says The Journal, will still require mandatory arbitration
for disputes involving its securities businesses and wealthiest
clients.

                       About Bank of America

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

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

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

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


BASIN WATER: Nasdaq Removes Stock From Trading Effective Today
--------------------------------------------------------------
Basin Water, Inc., reports that The Nasdaq Stock Market, Inc., has
determined to remove from listing the Company's common stock,
effective at the opening of the trading session today, August 17,
2009.

Based on a review of the information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rules 5100, 5110(b),
and IM-5100-1.  The Company was notified of the Staffs
determination on July 16, 2009.

The Company did not appeal the Staff determination to the Hearings
Panel, and the Staff determination to delist the Company became
final on July 27, 2009.

Based in Rancho Cucamonga, California, Basin Water, Inc. --
http://www.basinwater.com/-- aka Basin Water Technology Group,
Inc. designs, builds and implements systems for the treatment of
contaminated groundwater, industrial process water and air streams
from municipal and industrial sources.

Basin Water and its affiliate, Basin Water-MPT, Inc., filed for
Chapter 11 on July 16, 2009 (Bankr. D. Del. Case No. 09-12526)
Jaime Luton, Esq., and Michael R. Nestor, Esq. at Young Conaway
Stargatt & Taylor represent the Debtors in their restructuring
efforts.  The Debtors listed total assets of $50,599,051 and total
debts of $14,235,275.


BAY MEDICAL: Moody's Extends Review on 'Ba1' Bond Rating
--------------------------------------------------------
Moody's Investors Service is extending the Watchlist review period
for the Ba1 bond rating of Bay Medical Center.  The rating remains
on Watchlist for potential downgrade.  This rating action affects
the Series 2007A and 2007B variable rate demand obligations
($126.4 million outstanding).  The Series 2007A & B bonds are
jointly supported by Bay Medical Center and a direct Letter of
Credit from Regions Bank.

The extension of the Watchlist review period reflects BMC's
imminent plans and current negotiations to refinance a portion of
the outstanding bonds.  Management expects to finalize its debt
structure and financing terms within the next three months.
Moody's expects to complete its review when the final plans are
determined.

The last rating action was on May 1, 2009, when the rating was
downgraded to Ba1 from Baa3 and placed on Watchlist for possible
further downgrade.


BERNARD MADOFF: Massachusetts Dumps Fairfield's Settlement Offer
----------------------------------------------------------------
The Associated Press reports Massachusetts Secretary of State
William Galvin's office has rejected investment firm Fairfield
Greenwich Group's proposal to repay almost $6 million to state
investors who were victims of Bernard Madoff's Ponzi scheme.

The AP relates that Brian McNiff, Mr. Galvin's spokesperson, said
that the agency refused the full refund to almost a dozen
investors in the state because officials are still trying to
identify all the affected investors.

According to The AP, Mr. Galvin sued Fairfield Greenwich, one of
the "feeder funds" for Mr. Madoff, in April 2009 on allegations
that its officials were coached by Mr. Madoff on how to answer
federal investigators' questions and that they misrepresented how
much they knew.  Fairfield Greenwich was also sued in May 2009 by
the trustee overseeing the liquidation of Mr. Madoff's assets.
The trustee was seeking the return of about $3.5 billion to pay
off claims from burned investors and claiming that the firm
ignored clear warning signs of fraud by Mr. Madoff, the report
says.  Fairfield Greenwich has denied the accusations, the report
states.

Mr. Galvin, The AP relates, said that Fairfield Greenwich invested
more than 95% of its Sentry Funds' $7.2 billion in assets in
Bernard L. Madoff Investment Securities.  Fairfield Greenwich said
that it made clear to investors that Mr. Madoff held substantially
all of the Sentry funds' assets, The AP reports.

A hearing has been set for September by the secretary of state's
securities division, according to The AP.

The AP states that Fairfield Greenwich spokesperson Thomas
Mulligan said that the firm wants to settle the Massachusetts case
so it can focus on more significant legal action that it's facing.
Citing Mr. Mulligan, The AP relates that Fairfield Greenwich's
proposed deal includes provisions to repay other Massachusetts
investors who are identified later, but not at the full refund the
firm is offering the investors that are already identified.  "It
would be irresponsible for Fairfield to devote any more time or
resources to a case involving at most a dozen people with losses
of $6 million, when Fairfield is facing litigation involving
thousands of investors and hundreds of millions of dollars
elsewhere," the report quoted Mr. Mulligan as saying.

                      About Bernard L. Madoff

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

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

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

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

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


BLOCKBUSTER INC: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Blockbuster, Inc.,
is a borrower traded in the secondary market at 84.40 cents-on-
the-dollar during the week ended Friday, Aug. 14, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.40 percentage
points from the previous week, The Journal relates.  The loan
matures Aug. 20, 2011.  The Company pays 375 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B1 rating and Standard & Poor's CCC+ rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 14, among the
128 loans with five or more bids.

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

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

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

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


BROOKE CORP: District Court Tosses Out Fraud Lawsuit Against Co.
----------------------------------------------------------------
U.S. District Judge Carlos Murguia has dismissed a lawsuit filed
by insurance agents against Brooke Corp. and its financing arm
Aleritas Capital Corp., saying that the claims aren't specific
enough.

The lawsuit "contains broad and conclusory language insufficient
to give defendants notice of the specific conduct alleged," The
Associated Press quoted Judge Murguia as saying.

According to The AP, the agents accused Brooke and Aleritas of
racketeering and fraud in April, claiming that the firms inflated
the price of insurance agencies they sold to the plaintiffs around
the country and tacked on fees for services they never provided.
The AP relates that the agents also included six banks as
defendants, alleging that they took over Aleritas' loans to the
agents and directed that they receive the agents' commissions.

The plaintiffs could fix the problems and resubmit the case, but
the banks won't be included in the suit, as the plaintiffs' claims
were conclusory and not linked to Aleritas, The AP states, citing
Judge Murguia.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com/-- is an insurance agency and finance
company.  The Company owns 81% of Brooke Capital.  The majority of
the Company's stock was owned by Brooke Holding Inc., which, in
turn was owned by the Orr Family.  A creditor of the family, First
United Bank of Chicago, foreclosed on the BHI stock.  The
Company's revenues are generated from sales commissions on the
sales of property and casualty insurance policies, consulting,
lending and brokerage services.

Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection on October 28, 2008 (Bankr. D. Kan. Case No.
08-22786).  Angela R. Markley, Esq., is the Debtors' in-house
counsel.  Richard A. Wieland, the U.S. Trustee for Region 20,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.  Albert A.
Riederer was appointed Chapter 11 Trustee.  Husch Blackwell
Sanders LLP in Kansas City, Missouri, represents the Chapter 11
Trustee.  The Debtors listed assets of $512,855,000 and debts of
$447,382,000.


BRUCE JENNINGS: Case Summary 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bruce G. Jennings
           dba Victorella Farm
           dba Victorella Properties
           dba Sunapee Springs Water Company
        66 West Court Road
        Sunapee, NH 03782

Bankruptcy Case No.: 09-13097

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Alan L. Braunstein, Esq.
                  Riemer & Braunstein
                  3 Center Plaza
                  Boston, MA 02108
                  Tel: (617) 880-3516
                  Fax: (617) 880-3456
                  Email: abraunstein@riemerlaw.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/nhb09-13097.pdf

The petition was signed by Mr. Jennings.


CALIFORNIA STATE: To Stop Issuing IOUs Sept. 4 on Spending Cuts
---------------------------------------------------------------
Controller John Chiang said that California would stop issuing
IOUs on September 4, instead of on October 2, as the state's
revised budget would replenish its coffers, Stu Woo at The Wall
Street Journal.

As reported by the Troubled Company Reporter on July 16, 2009, the
Golden State began issuing the IOUs (called "registered warrants"
by California) on July 2 to certain individuals and entities,
including citizens who were entitled to a tax refund or vendors
who were entitled to payments.  The IOUs were obligations of the
State of California that were negotiable, and bore interest.  The
staff's view that the IOUs are securities didn't affect
California's right to issue or repay the IOUs.

According to The Journal, California said that it would repay the
IOUs with interest when it had sufficient funds.

The TCR reported on July 29, 2009, that Gov. Arnold Schwarzenegger
signed a plan to close California's $24 billion budget shortfall.
Gov. Schwarzenegger used his line-item veto powers to cut about
$500 million in spending, in addition to $15.6 billion in
reductions approved by legislators.  The new cuts mostly hit
health and children's programs.

The Journal notes that state officials will be able to secure a
$1.5 billion interim loan before August 28 to pay off the IOUs.
The Journal relates that the state has issued about 327,000 or
$1.95 billion in IOUs.  The Journal states that those who received
or who purchased the IOUs can redeem them through the treasurer's
office starting September 4.  According to the report, the
warrants pay a 3.75% annualized interest rate -- a $1,000 IOU
would pay about $6.70 in interest at most.

Officials could issue IOUs again this year if the state's economic
plight worsened, The Journal states, citing Mr. Chiang.  According
to The Journal, economists said that state finance officials have
been using old data, so revenue projections in the budget revision
might be too optimistic.

Treasurer Bill Lockyer said on Thursday that California would
borrow a total of $10.5 billion from Wall Street to meet cash
needs for the fiscal year, The Journal relates.


CARAUSTAR INDUSTRIES: Posts $1-Million Net Loss in June 30 Qtr
--------------------------------------------------------------
Caraustar Industries, Inc., and its subsidiaries narrowed its net
loss to $1,044,000 for the three months ended June 30, 2009, from
a net loss of $3,602,000 for the same period a year ago.  During
the six months ended June 3, 2009, the Debtors posted $5,441,000,
higher compared to $3,439,000 net loss for the same period in
2008.

As of June 30, 2009, the Debtors had $364,205,000 in total assets;
and $56,187,000 in total current liabilities, $218,750,000 in
liabilities subject to compromise, $8,200,000 in long-term debt,
less current maturities, $73,954,000 in pension liability, and
$15,032,000 in other liabilities; resulting in $7,918,000 in
shareholders' deficit.

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?41e8

As reported by the Troubled Company Reporter, the Bankruptcy Court
on August 4, 2009, entered an order confirming the Debtors' First
Amended Joint Plan of Reorganization dated June 30, 2009, as
supplemented by the Plan Supplement dated and filed July 17, 2009,
and the Annex to the Plan Supplement dated and filed July 29,
2009.  Copies of the Debtors' First Amended Joint Plan of
Reorganization dated June 30, 2009, the Plan Supplement and the
Annex to the Plan Supplement are available at no charge at:

     -- First Amended Joint Plan of Reorganization dated June 30,
        2009.  See http://ResearchArchives.com/t/s?41ea

     -- Plan Supplement to Debtors' First Amended Joint Plan of
        Reorganization.  See http://ResearchArchives.com/t/s?41eb

     -- Annex to the Plan Supplement to Debtors' First Amended
        Joint Plan.  See http://ResearchArchives.com/t/s?41ec

On the date all of the conditions precedent to confirmation and
consummation of the Plan are satisfied or waived, the Company will
emerge from bankruptcy as a private company controlled by the
Senior Noteholders.

The Debtors expect the Plan to become effective August 19, 2009.

The Quarterly Report was filed late.  On August 10, Caraustar
explained that the report wont' be filed within the prescribed
time period due the failure of its independent accounting firm to
timely complete certain administrative steps regarding the
voluntary bankruptcy proceeding.  The Accounting Firm's failure
adversely impacted its ability to complete its review, Caraustar
said.  The Quarterly Report was filed August 14.

                    About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  Caraustar serves the four principal recycled
boxboard product end-use markets: tubes and cores; folding
cartons; gypsum facing paper and specialty paperboard products.

Caraustar reached an agreement with holders of roughly 83% of its
7-3/8% Senior Notes maturing June 1, 2009, and 91% of its 7-1/4%
Senior Notes maturing May 1, 2010, on the terms of a cooperative
financial restructuring that would reduce the Company's debt
obligations by roughly $135 million.

The Company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009 (Bankr. N.D. Ga. Lead Case No. 09-73830).
James A. Pardo, Jr., Esq., and Mark M. Maloney, Esq., at King &
Spalding represent the Debtors on their restructuring efforts.
The Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


CARAUSTAR INDUSTRIES: To Issue $85 Mil. Sr. Secured Notes Due 2014
------------------------------------------------------------------
Caraustar Industries, Inc., filed with the Securities and Exchange
Commission a Form T-3 for Application for Qualification of
Indenture under the Trust Indenture Act of 1939.

The Company will issue, pursuant to the terms of the Company's
First Amended Joint Plan of Reorganization, $85,000,000 aggregate
principal amount of Senior Secured Notes due 2014, on a pro rata
basis to each holder of an Allowed Senior Notes Claim, on the
later of the Plan Effective Date and the date of the qualification
of the Indenture pursuant to the Application for Qualification.

The Company expects that the Effective Date and the consummation
of the transactions contemplated by the Plan will occur on or
about August 19, 2009 -- the date upon which the Plan becomes
effective.  On the Plan Effective Date, among other things, the
Company will change its domicile from North Carolina to Delaware
through a merger with a subsidiary formed under the laws of the
State of Delaware.

A full-text copy of the Form T-3 is available at no charge at:

              http://ResearchArchives.com/t/s?41ed

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

              http://ResearchArchives.com/t/s?41ee

                    About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  Caraustar serves the four principal recycled
boxboard product end-use markets: tubes and cores; folding
cartons; gypsum facing paper and specialty paperboard products.

Caraustar reached an agreement with holders of roughly 83% of its
7-3/8% Senior Notes maturing June 1, 2009, and 91% of its 7-1/4%
Senior Notes maturing May 1, 2010, on the terms of a cooperative
financial restructuring that would reduce the Company's debt
obligations by roughly $135 million.

The Company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009 (Bankr. N.D. Ga. Lead Case No. 09-73830).
James A. Pardo, Jr., Esq., and Mark M. Maloney, Esq., at King &
Spalding represent the Debtors on their restructuring efforts.
The Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


CEMEX SAB: Extends Maturity of US$15 Billion Loan Until Feb. 2014
-----------------------------------------------------------------
CEMEX, S.A.B. de C.V. disclosed that it has completed its
refinancing of the majority of the Company's outstanding debt.
The refinancing plan extends the maturities of roughly US$15
billion in syndicated and bilateral obligations with roughly 75
banks and private placement noteholders, providing for a semi-
annual amortization schedule, with a final maturity of
February 14, 2014.  Final documentation has been signed and all
conditions precedent have been satisfied in full

Key components of the refinancing plan include:

    * A revised maturity schedule running through February 2014,
      paying LIBOR plus 450bps to its bank creditors and a fixed
      rate of 8.91% to its private placement creditors that
      represent US$895 million of the total refinancing package,
      subject to adjustments, with semi-annual amortizations
      prior to that date.

    * A covenant package, including revised financial covenants,
      mandatory prepayment obligations, and other limitations.

    * A security package comprised of security over stock in
      certain subsidiaries of the company and guarantees from
      most of the guarantors under the existing debt facilities
      joining the refinancing plan.

    * The company intends to meet the amortization requirements
      prior to final maturity using funds from a variety of
      sources, including free cash flow from operations and
      net cash proceeds from non-core asset sales as well as
      capital market transactions.

Lorenzo H. Zambrano, Chairman and CEO of CEMEX said: "We are
pleased with the outcome of this refinancing, as it significantly
improves our debt maturity profile while providing the Company
with greater flexibility and the ability to diversify sources of
financing.  As a result, CEMEX is in a much stronger financial
position to regain our financial flexibility and, eventually, our
investment-grade capital structure."

Lazard acted as CEMEX's exclusive financial advisor in this
transaction.
                       About Cemex, S.A.B.

CEMEX, S.A.B. de C.V. is a Mexican corporation, a holding company
of entities which main activities are oriented to the construction
industry, through the production, marketing, distribution and sale
of cement, ready-mix concrete, aggregates and other construction
materials.  CEMEX is a public stock corporation with variable
capital (S.A.B. de C.V.) organized under the laws of the United
Mexican States, or Mexico.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
August 14, 2009, Standard & Poor's Ratings Services revised its
CreditWatch listing on Cemex S.A.B. de C.V.'s 'B-' long-term
corporate credit rating -- as well as its national scale ratings,
and senior unsecured debt and perpetual debentures, and on its
subsidiaries -- to developing from negative, where they were
placed on March 10, 2009, reflecting S&P's concerns about the
timely refinancing of its bank loan maturities in 2009.


CENTRAL ILLINOIS: Moody's Upgrades Issuer Ratings From 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Central Illinois
Public Service Company (AmerenCIPS; Issuer Rating to Baa3 from
Ba1); Central Illinois Light Company (AmerenCILCO, Issuer Rating
to Baa3 from Ba1); Illinois Power Company (AmerenIP, Issuer Rating
to Baa3 from Ba1) and CILCORP Inc. (senior unsecured to Ba1 from
Ba2).  The Corporate Family Rating, Probability of Default rating
and all loss given default ratings of the CILCORP have been
withdrawn.  Moody's affirmed the ratings of Ameren Corporation
(Ameren, Baa3 senior unsecured), Union Electric Company (AmerenUE,
Baa2 Issuer Rating), and AmerenEnergy Generating Company (Genco,
Baa3 senior unsecured).  The rating outlook of Ameren and all of
its subsidiaries is stable.

"The upgrade of Ameren's Illinois utilities is prompted by the
recent execution of new bank credit facilities and the improved
political and regulatory environment for utilities in Illinois,"
said Michael G.  Haggarty, Vice President and Senior Credit
Officer.  The new two year bank facility provides $800 million of
credit and liquidity support for Ameren, AmerenCIPS, AmerenCILCO,
and AmerenIP.  Although it replaces $1 billion of credit
facilities with a longer tenor, bank and credit market conditions
have made it more difficult and expensive for utilities to enter
into facilities at previous amounts and with longer maturities.
Moody's believes this new facility provides adequate liquidity
support considering lower usage of the facility in 2009 and going
forward, Ameren's anticipated continued ability to access the
capital markets for long-term debt financings.  Moody's notes that
CILCORP is not a borrower under the new facility and will rely on
Ameren's money pool or other arrangements to maintain adequate
liquidity.

Moreover, the upgrade also reflects positive developments in
Illinois since rate freeze legislation was passed by the Illinois
House of Representatives in 2007.  Following a comprehensive
settlement agreement on electric rates and power procurement
issues reached in the state in August 2007, Ameren's Illinois
utilities received a reasonably supportive delivery service rate
case outcome in September 2008 in their first rate proceeding
after the settlement.  The newly created Illinois Power Agency's
first power procurement RFP process during the first half of 2009
was executed successfully and resulted in somewhat lower electric
rates for residential customers.  In addition, legislation was
recently passed providing Illinois utilities with a bad debt
rider.  Although the southern Illinois economy continues to face
recessionary conditions, which could make future regulatory
proceedings more challenging, Moody's believes the utilities
should be able to obtain sufficient regulatory relief to maintain
their investment grade credit quality.

Ratings upgraded and assigned a stable outlook include:

* Central Illinois Public Service Company's senior secured debt to
  Baa1 from Baa2, Issuer Rating to Baa3 from Ba1, and preferred
  stock to Ba2 from Ba3;

* CILCORP Inc.'s senior unsecured debt to Ba1 from Ba2;

* Central Illinois Light Company's senior secured debt to Baa1
  from Baa2; and Issuer Rating to Baa3 from Ba1;

* Illinois Power Company's senior secured debt to Baa1 from Baa2,
  Issuer Rating to Baa3 from Ba1, and preferred stock to Ba2 from
  Ba3.

Ratings affirmed with a stable outlook include:

* Ameren's Baa3 Issuer Rating and Prime-3 short-term rating for
  commercial paper;

* Union Electric Company's A3 senior secured, Baa2 Issuer Rating,
  Baa3 subordinated, Ba1 preferred stock, and Prime-3 short-term
  rating for commercial paper;

* Ameren Energy Generating Company's Baa3 senior unsecured debt.

Ratings withdrawn:

* CILCORP's Corporate Family Rating and Probability of Default
  Rating.

The last rating action on Central Illinois Public Service Company,
Illinois Power Company and Union Electric Company was on August 3,
2009, when their senior secured debt ratings were upgraded one
notch.  The last rating action on CILCORP was on January 29, 2009,
when its rating was affirmed and its rating outlook was changed to
stable from positive, as was also the case for Central Illinois
Public Service Company, Central Illinois Light Company, and
Illinois Power Company.  The last rating action on Ameren was on
February 16, 2009 when its rating was affirmed.  The last rating
action on Ameren Energy Generating Company was on August 13, 2008,
when its rating was downgraded.

Ameren Corporation is a public utility holding company
headquartered in St.  Louis, Missouri.  It is the parent company
of Union Electric Company (AmerenUE), Central Illinois Public
Service Company (AmerenCIPS), CILCORP Inc., Central Illinois Light
Company (AmerenCILCO); Illinois Power Company (AmerenIP), and
AmerenEnergy Generating Company.


CERUS CORPORATION: Posts $6MM Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Cerus Corporation posted a net loss of $6.21 million for three
months ended June 30, 2009, compared with a net loss of
$8.94 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $13.60 million compared with a net loss of $14.88 million for
the same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $34.56 million, total liabilities of $12.96 million and
stockholders' equity of about $21.60 million.

At June 30, 2009, the Company had cash, cash equivalents and
short-term investments of $12.90 million.  Working capital
decreased to $17.00 million at June 30, 2009, from $29.1 million
at Dec. 31, 2008, due to lower cash, cash equivalents, short-term
investments, inventory and accounts receivable balances.

The Company said that its available cash balances will be
sufficient to meet its capital requirements into 2010, although
its independent registered public accountants have indicated that
substantial doubt exists as to its ability to continue as a going
concern.

The Company may borrow additional capital from institutional and
commercial sources to fund future growth on terms that may include
restrictive covenants, including covenants that restrict the
operation of its business, liens on assets, high effective
interest rates and repayment provisions that reduce cash resources
and limit future access to capital markets.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41e3

Cerus Corporation (NASDAQ:CERS) is a biomedical products company
focused on commercializing the INTERCEPT Blood System to enhance
blood safety.  The INTERCEPT system is designed to inactivate
blood-borne pathogens in donated blood components intended for
transfusion.  The Company markets the INTERCEPT system for both
platelets and plasma in Europe and the Middle East.  Cerus is also
pursuing regulatory approvals in the United States and other
countries.  The INTERCEPT red blood cell system is in clinical
development.


CHIEF CONSOLIDATED: Incurs $2.79 Mil. Net Loss for 2008
-------------------------------------------------------
For the year ended Dec. 31, 2008, Chief Consolidated Mining
Company posted a net loss of $2,790,709 compared with a net loss
of $172,203 in 2007.

Chief Consolidated's balance sheet at Dec. 31, 2008, showed total
assets of $2,405,862, total liabilities of $62,028,695, resulting
in a stockholders' deficit of $59,622,833.

The Company's substantial debt is caused by an EPA settlement
obligation of $60,533,576.  In the event the Company completes all
of its obligations under the consent decree, the Environmental
Protection Agency has agreed to file a Release of Notice of
Federal Lien in the office of the Juab County Recorder whereby the
Company would then be relieved of the $60 million liability,
resulting in a gain in such future period.  The judgment amount of
$60 million represents the future value of the Company's share of
site clean up costs when the terms of the consent decree are to be
satisfied on February 9, 2019,

Hansen, Barnett & Maxwell, P.C., at Salt Lake City, Utah,
independent auditor, pointed out that the Company has a working
capital deficiency and a capital deficiency, has suffered
significant losses from operations, has used cash in its operating
activities and has significant reclamation and EPA settlement
obligations and environmental contingencies that raise substantial
doubt about its ability to continue as a going concern.  The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

A copy of the Company's Form 10-K is available for free at:

             http://researcharchives.com/t/s?41f4

The Company filed on August 7, its Form 10-Qs for the first,
second, and third quarters of 2008.

   * A full-text copy of the Company's Form 10-Q for quarter ended
     March 31, 2008, is available for free at
     http://ResearchArchives.com/t/s?41c3

   * A full-text copy of the Company's Form 10-Q for quarter ended
     June 30, 2008, is available for free at
     http://ResearchArchives.com/t/s?41c4

   * A full-text copy of the Company's Form 10-Q for quarter ended
     Sept. 30, 2008, is available for free at
     http://ResearchArchives.com/t/s?41c5

                    About Chief Consolidated

Headquartered in Eureka, Utah, Chief Consolidated Mining Company
(NASD: CFCM.PK) -- http://www.chiefmines.com/-- owns or controls
approximately 16,000 acres of mining land in Utah and Juab
counties in Utah.  These properties include the Burgin Mine, whose
mining rights are owned by the company's subsidiary Tintic Utah
Metals LLC, a Colorado limited liability company, and the Trixie
Mine, owned by the company's subsidiary Chief Gold Mines Inc., a
Delaware corporation.  Of these 16,000 acres, approximately 6,000
acres are subject to being sold,  pursuant to a Consent Decree
with the Environmental Protection Agency.


CHRYSLER LLC: Creditors Committee Can Pursue Claims vs. Daimler
---------------------------------------------------------------
For reasons stated in open court, Judge Arthur Gonzalez authorized
the Official Committee of Unsecured Creditors of Old CarCo LLC,
formerly known as Chrysler LLC, to pursue certain claims on behalf
of the Debtors' bankruptcy estates against Daimler AG, as well as
against two Daimler affiliates and four former directors of the
Debtors.

The Court also granted the Creditors Committee (i) leave to file a
complaint substantially similar to its proposed complaint in its
own name on behalf of the estate of Old CarCo, and (ii) the
exclusive right to prosecute and settle the claims on behalf of
the CarCo estate.  Judge Gonzalez, however, ruled that the
Creditors Committee will not utilize the United States Department
of Treasury's cash collateral in connection with the prosecution
of the suit.

The Court further granted the Creditors Committee's amended
request to file under seal the request to pursue complaint and its
accompanying documents.

Daimler AG and its affiliates Daimler North America Corporation
and Daimler Investments US Corporation asked Judge Gonzalez to
deny the request saying the Creditors Committee can assert no
viable claims against Daimler or its related individuals.  The
U.S. Treasury also filed a response, and the Debtors raised issues
concerning the wind-down budget.

In response, the Creditors Committee filed a redacted reply,
pursuant to which the Creditors Committee announced the
modification of the terms of its engagement of Susman Godfrey LLP
and Stutzman, Bromberg, Esserman & Plifka, which will jointly
prosecute the Proposed Complaint.  Among other things, the
Creditors Committee asserted in its reply that under the revised
retention agreement, the Creditors Committee will not pay the $2
million flat fee, but instead, the Creditors Committee will be
responsible only for the reimbursement of expenses, plus a
contingent fee with slightly increased percentages.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, previously said the Creditors Committee's
investigation has confirmed that the Debtor's estate possesses
claims against Daimler and related parties that, in the Creditors
Committee's view, are meritorious and have enormous potential
value to the bankruptcy estates.

The claims set forth in the Proposed Complaint arise out of a
series of transactions engineered by Daimler in 2007, which
stripped Chrysler of its most valuable assets for grossly
inadequate consideration, Mr. Mayer argues.  Daimler, the German
car manufacturer, had acquired Chrysler in 1998.  Mr. Mayer
asserts that the Creditors Committee seeks to hold Daimler
responsible for the billions of dollars of damages for the assets
stripped from Chrysler.

"The Proposed Complaint asserts claims against Daimler and two of
its affiliates for intentional and constructive fraudulent
transfer, as well as claims against Daimler and four former
Chrysler directors for breach of fiduciary duty," Mr. Mayer told
the Court.  He notes that the Creditors Committee's determination
that the claims have merit and should be pursued has been
corroborated by the independent judgment of the Susman Godfrey and
Stutzman Bromberg firms.  He points out, among other things, that
the Proposed Complaint amply satisfies the requirements set forth
by the Second Circuit in In re STN Enterprises, 779 F.2d 901 (2d
Cir. 1985).

                        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 Has $2.52 Billion in Real Property
----------------------------------------------------------
A.  Real Property
      Lands and buildings                        $2,203,600,672
      Others                                        520,069,998
B.  Personal Property
B.1   Cash on Hand                                            -
B.2   Bank Accounts
        JPMorgan Chase                              971,281,753
        Other banks                                 666,230,689
B.3   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
B.4   Household goods                                         -
B.5   Book, artwork and collectibles                          -
B.6   Wearing apparel                                         -
B.7   Furs and jewelry                                        -
B.8   Firearms and other equipment                            -
B.9   Insurance Policies                                      -
B.10  Annuities                                               -
B.11  Interests in an education IRA                           -
B.12  Interests in pension plans 401(k) Plan                  -
B.13  Stock and Interests                               Unknown
B.14  Interests in partnerships/joint ventures          Unknown
B.15  Government and corporate bonds
        City of Fenton series bond                  400,012,551
        United States Treasury Bills                100,179,344
        Others                                      181,491,814
B.16  Accounts Receivable                           270,783,380
B.17  Alimony                                                 -
B.18  Other Liquidated Debts Owing Debtor
        Interco Receivable Balance                2,699,480,645
        Chrysler CA Lease Depositor LLC Note      1,025,150,984
        Daimler-Chrysler tax indemnification        705,274,108
        Others                                    1,733,103,767
B.19  Equitable or future interests                           -
B.20  Interests in estate death benefit plan                  -
B.21  Other Contingent and Unliquidated Claims          Unknown
B.22  Patents, copyrights, and others                   Unknown
B.23  Licenses, franchises & other intangibles          Unknown
B.24  Customer lists or other compilations              Unknown
B.25  Vehicles                                                -
B.26  Boats, motors and accessories                           -
B.27  Aircraft and accessories                                -
B.28  Office Equipment, furnishings & supplies       81,106,911
B.29  Equipment and Supplies for Business         7,817,121,540
B.30  Inventory                                   1,145,143,542
B.31  Animals                                                 -
B.32  Crops                                                   -
B.33  Farming equipment and implements                        -
B.34  Farm supplies, chemicals, and feed                      -
B.35  Other Personal Property                       462,667,944

     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
    See http://bankrupt.com/misc/Chrysler_ScheduleF_1.pdf
        http://bankrupt.com/misc/Chrysler_ScheduleF_2.pdf

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

*** 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 it 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.

    A full-text copy of Old Chrysler's Schedule 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.  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 Transferred $8.58BB 90 Days Before Filing
-----------------------------------------------------------------
Old Carco LLC, formerly known as Chrysler LLC, discloses that
within two years immediately preceding the commencement of their
Chapter 11 cases, it generated income from business operations.

     Year                        Amount
     ----                        ------
     2009 to date        $7,501,560,002
     2008               $44,233,017,965
     2007               $60,480,419,297

Ronald E. Kolka, Old Chrysler's chief executive officer, also
disclosed that Old Chrysler received income from other sources:

     Year                        Amount
     ----                        ------
     2009 to date        $1,164,048,053
     2008                  $258,357,712
     2009                  $116,129,127

Mr. Kolka relates that within 90 days prior to the Petition Date,
Old Chrysler paid or transferred certain property aggregating
$8,586,751,444, which are not primarily consumer debts.  He adds
that Old Chrysler also paid, within a year prior to the Petition
Date, $875,039,685 to certain creditors, who were or are insiders.

Old Chrysler is also a party to numerous ongoing and resolved
lawsuits, a year immediately preceding the Petition Date.  Among
the complaints against Old Chrysler are related to warranty
claims, risk management, intellectual property, product liability
and dealer relations.

Old Chrysler has incurred losses aggregating $1,811,263 from fire,
theft, other casualty or gambling within a year prior to, and
since the Petition Date, Mr. Kolka says.  He further reveals that
within a year before its bankruptcy filing, Old Chrysler paid
$36,138,010 for consultation concerning debt consolidation, relief
under the bankruptcy law or preparation of a petition in
bankruptcy.

Mr. Kolka also reveals that within 90 days preceding the
commencement of its bankruptcy case, certain creditors made set-
offs against a debt or deposit of Old Chrysler, the largest of
which include:

  Creditor                       Setoff Amount
  --------                       -------------
  Daimler AG                       $53,251,976
  Noble Metal Processing             5,601,465
  Cosma - Montezuma                  2,253,212
  Veltri Canada Limited              5,335,849
  Martinrea (Tk Fabco) Corp.         3,009,216
  Karmann USA, Inc.                  4,000,000
  Estampados Magna De Mexico         2,311,343

A full-text copy of Old Chrysler's Statement of Financial Affairs
can be obtained for free at:

       http://bankrupt.com/misc/Chrysler_SOFA_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.  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 Wants Plan Deadline Moved to Nov. 30
------------------------------------------------------------
Chrysler LLC, now known as Old CarCo, and its affiliated debtors
ask the U.S. Bankruptcy Court for the Southern District of New
York to give them additional time to file their Chapter 11 plan
and solicit votes for that plan.

The Debtors want the deadline for filing their Chapter 11 plan
extended to November 30, 2009, and for soliciting votes from
creditors stretched out to January 29, 2010.

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization during the
first 120 days after the commencement of a Chapter 11 case.  If a
debtor files a plan during this exclusive filing period, Section
1121(c)(3) of the Bankruptcy Code grants an additional 60 days
during which the debtor may solicit acceptances of that plan and
no other party-in-interest may file a competing plan.

Attorney for the Debtors, Corinne Ball, Esq., at Jones Day, in New
York, says they need more time to prepare the plan given the
complexity of the Debtors' bankruptcy cases, and that the proposed
extension is justified given the progress made in addressing
issues concerning the Debtors' estate and creditors.

Since their bankruptcy filing on April 30, 2009, the Debtors have
devoted their time and efforts to preparing and consummating the
deal they made with Fiat S.p.A. for the sale of most of their
assets to the Italy-based automaker, Ms. Ball says.  The Debtors,
she says, have also started developing and implementing a plan to
administer their remaining assets and complete the winddown of
their estates.

"In light of the Debtors' substantial progress in these cases in
the weeks since the commencement of these cases, an extension is
warranted," Ms. Ball says.  "Such an extension will provide the
Debtors and their professionals with the time needed to continue
working with their constituents and complete the tasks necessary
to develop, file and seek confirmation of a Chapter 11 plan."

Ms. Ball assures the Court that the proposed extension would not
harm creditors or other concerned parties and would not result in
a delay of the plan process.

A hearing to consider approval of the Debtors' request is
scheduled for August 27, 2009.  Creditors and other concerned
parties have until August 24, 2009, to file their objections.


                        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 Wants UGL Equis as Real Estate Brokers
--------------------------------------------------------------
Chrysler LLC, now known as Old CarCo, and its affiliated debtors
seek the Court's authority to employ UGL Equis Corporation as
their real estate brokers, nunc pro tunc to the Petition Date.

The Debtors determined that they require the assistance of
experienced professionals to assist them in the disposition of
certain real property assets that were excluded from the sale of
substantially all of their assets to Fiat S.p.A.  The Debtors
submit that Equis' services are necessary to assist them in making
important financial decisions regarding the disposition of the
real property assets and to maximize the assets' value.

Equis previously provided service to the Debtors before the
Petition Date.  Accordingly, the Debtors selected Equis because of
its (a) long-standing business relationship with the Debtors and
intimate knowledge of the Debtors' real estate assets and real
estate needs, and (b) extensive knowledge and experience in
providing real estate brokerage services.  Because of Equis'
historical knowledge and familiarity with the Debtors' business
and real estate portfolio, Equis is the most qualified broker to
provide the services required, the Debtors tell the Court.

As the Debtors' broker, Equis will provide these services:

A. Transaction Services

Equis will provide a variety of transaction services to the
Debtors, including documentation and decision support in form and
content reasonably acceptable to the Debtors.  Upon the Debtors'
designation, in a writing delivered to Equis by the Debtors, in
the Debtors' sole and absolute discretion, Equis will provide
these services, in conformity with the Services Agreement, with
respect to the Properties:

  a. Property Dispositions

        i. Property Evaluation

           Equis will assist the Debtors in the evaluation of
           properties to determine their highest and best use.

       ii. Strategy Development

           Equis will develop the maximum number of qualified
           prospects for the Debtors in the shortest possible
           period of time.  Equis' strategy will establish and
           identify all appropriate marketing theme and time-
           frame for successful project execution.  Depending on
           the nature of the assignment and its location, a
           listing agent may be retained by Equis to assist in
           the process.

      iii. Implementing Strategy

           All potential prospects will be contacted, qualified
           and, when interest arises, led in an orderly manner
           to successful conclusion.  During the process, there
           will be an ongoing review of each prospect along with
           updates indicating status or changes affecting the
           outcome versus the targets.

       iv. Finalize Transactions

           Equis will coordinate the contract process between
           the Debtors, the buyers and their counsel.

  b. Post-Transaction Memorandum

     Within a reasonable time after the completion of a
     transaction or the furnishing of services to the Debtors
     with respect to a specific Property, Equis will furnish a
     written summary of the same in the form of a post-
     transaction memorandum or other similar document.

Upon the closing of the sale of any Property, Equis will be deemed
to have earned, and the Debtor will pay to Equis, a commission
based on the sale price of the Property as of the closing date
reduced by any concessions or credits given to the buyer of a
Property at closing; provided, however, that this reduction of the
Gross Sale Price will not include amounts for the payment of real
property taxes, transfer taxes, assessments, liens, commissions,
prorations, title insurance premiums and costs, third party
reports, recordation fees and other closing costs typically
incurred in connection with the sale of real property.
Commissions will be paid to Equis in accordance with this sliding
scale structure:

       Gross Sale Price               Commission Percentage
       ----------------               ---------------------
         $0 - $249,999                         8.0%
       $250,000 - $499,000                     6.0%
       $500,000 - $999,000                     5.0%
   $1 million to $3.9 million                  4.0%
      $4 million and over                      3.0%

If the proceeds of any sale are insufficient to pay the entire
Commission as calculated after payment of closing costs, Equis
will be deemed to have waived any right to the remainder of its
Commission.

The Compensation Structure assumes that Equis will pay any
commission owing to a buyer's broker on account of a disposed
Property from its Commission.  In the event Equis is the sole
broker on the sale of any Property, Equis will be entitled to 75%
of the Commission.

The Debtors submit that the Compensation Structure is consistent
with Equis' normal and customary billing practices.

Because Equis' proposed compensation is based on Commissions to be
achieved through the sale of the Debtors' real estate assets
without regard to hours worked or services rendered, Equis has
proposed that it will not circulate monthly fee statements or file
interim fee applications with the Court with respect to the
amounts.  Moreover, because the Court's prior "De Minimis Sale
Order" authorizes, among other things, the Debtors to pay brokers'
commissions on the sales of assets valued under $10 million at
closing, Equis likewise proposes that it will not file a final fee
application with regard to Commissions earned under the Services
Agreement on the sale of any Properties valued under
$10 million.

If Equis becomes entitled to payment of a Commission on the sale
of a Property valued greater than $10 million, either (a) the
Debtors will seek approval of the payment of the Large Asset
Commission in connection with the motion seeking authority to sell
the Property under Section 363 of the Bankruptcy Code, or (b)
Equis will file a final fee application with the Court.  The Equis
Fee Application will not contain detailed time entries, but
instead will describe the services rendered and the associated
compensation.  Until the Court approves and authorizes the payment
of any Large Asset Commission, the compensation will be considered
interim and subject to disallowance.

The Debtors and Equis executed an indemnification agreement in
connection with Equis' engagement, pursuant to which the Debtors
agreed to indemnify Equis against all losses, damages, and
expenses in the performance of its services.

David W. Montross, the chief executive officer of Equis, assures
the Court that his company is a "disinterested person" as that
term is defined under Section 101(14) of the Bankruptcy Code.

                        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)


CLAIRE'S STORES: Bank Debt Trades at 33% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 66.75 cents-on-the-
dollar during the week ended Friday, Aug. 14, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.54 percentage
points from the previous week, The Journal relates.  The loan
matures on May 29, 2014.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Caa2 rating while it carries Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 14,
among the 128 loans with five or more bids.

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

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

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


COLONIAL BANCGROUP: BofA Has Court Nod to Freeze $1-Bil. of Assets
------------------------------------------------------------------
Matthias Rieker at The Wall Street Journal reports that U.S.
District Judge Adalberto Jordan in Miami has granted Bank of
America Corp. a temporary restraining order to freeze $1 billion
of Colonial BancGroup Inc. assets.

BofA sued Colonial to protect its claim on the loans, The Journal
relates.  BofA said in court documents that Colonial received from
Freddie Mac proceeds in excess of $1 billion from loans funded
with the help of BofA and that Colonial refused to turn over the
proceeds or underlying loans, exposing the other entities to
losses if Colonial is seized by banking regulators.  BofA, says
the report, acted as trustee for parties that provided funding for
Colonial's mortgage business, which is deeply entangled with
Taylor, Bean & Whitaker Mortgage Corp.

The TCR reported on August 12, 2009, Colonial was informed by the
U.S. Department of Justice on August 6, 2009, that it was the
target of a federal criminal investigation relating to the
Company's mortgage warehouse lending division and related alleged
accounting irregularities.  The Company was informed that the
alleged accounting irregularities relate to more than one year's
audited financial statements and regulatory financial reporting,
and the Company's Board of Directors and Audit Committee are
making every effort to determine the impact of these alleged
accounting irregularities on the Company's financial statements
and regulatory financial reporting.  The Company intends to
cooperate with the investigation.  Colonial believes that the
consolidated statements of income would reflect a net loss for the
three and six months ended June 30, 2009, and as a result of
uncertainties associated with the Company's ability to increase
its capital levels to meet regulatory requirements, management
concluded that there is substantial doubt about its ability to
continue as a going concern.

Citing BofA's lawyers, The Journal states that the Federal Deposit
Insurance Corp. ordered Colonial to "cease and desist its
independent banking operations."

The language used by BofA in its filing is "overly broad.  It is
not correct . . . .  No such decision" about Colonial's fate has
been communicated to the bank by Alabama's top regulator, The
Journal reports, citing Mark King at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre LLP who represents Colonial.

Finding that BofA "has met its burden in this case," Judge Jordan
ordered Colonial not to sell or move the assets, The Journal says.
"And to the extent that the interests of the public are implicated
in this case, they weigh in favor of requiring Colonial to honor
its contractual obligations and avoiding what would amount to a
billion-dollar bank heist," The Journal quoted Judge Jordan as
saying.

According to The Journal, Alabama banking regulators canceled a
meeting set for Wednesday to discuss Colonial.

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

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

As reported by the TCR on August 4, Fitch Ratings downgraded
the ratings of The Colonial BancGroup's Long-term Issuer Default
Rating (IDR) to 'C' from 'CCC' and Colonial Bank's long-term IDR
to 'C' from 'B-'.  Moody's Investors Service downgraded the issuer
ratings of Colonial BancGroup to 'C' from 'Caa1'.  The rating
actions follow the announcement that the pending $300 million
investment by Taylor Bean & Whitaker and its consortium of
investors has terminated.  BancGroup was mandated to raise
$300 million in equity from the private sector in order to receive
the much needed $550 million of capital through the Treasury's
Capital Purchase Program, for which it already received
preliminary approval.


COLONIAL BANCGROUP: BB&T Takes Banks; Claims vs BancGroup Excluded
------------------------------------------------------------------
BB&T Corporation said August 14 that it has acquired the banking
operations of Colonial Bank of Montgomery, Alabama.  BB&T has
acquired $22 billion in assets and assumed $20 billion in deposits
in the transaction.  The FDIC and BB&T have entered into a loss
sharing agreement covering substantially all acquired loans and
securities.

The announcement follows a decision by Alabama regulators to close
Colonial Bank and name the FDIC as receiver.  Under the terms of
the agreement, BB&T has assumed all of Colonial Bank's deposit
accounts, whether or not insured by the FDIC.  BB&T will not
acquire any of the assets or assume any obligations of Colonial's
holding company or select assets and liabilities of Colonial Bank,
including any relating to Taylor, Bean and Whitaker Mortgage
Corporation.

Also excluded are assets and liabilities the FDIC determines are
related to fraudulent or criminal activities.  BB&T is indemnified
by the FDIC for any liabilities not expressly assumed in the
transaction, including those related to fraudulent, criminal or
inappropriate activities of Colonial.

BB&T was advised in the transaction by Credit Suisse Securities
(USA) LLC, Deutsche Bank Securities Inc. and Wachtell, Lipton,
Rosen & Katz.

BB&T participated in a previous FDIC-aided transaction in December
when it paid $112,000 to assume $515 million in deposits from the
former Haven Trust Bank of Duluth, Georgia.  It also received
$55 million in assets consisting primarily of cash and marketable
securities in that deal.

With $152.4 billion in assets, Winston-Salem, N.C.-based BB&T
Corporation was the nation's 10th largest financial holding
company by assets and operated more than 1,500 financial centers
in 11 states and Washington, D.C., at June 30. More information
about the company is available at BBT.com.

                 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

The Colonial BancGroup, Inc., is a financial services company that
provides diversified services, including retail and commercial
banking, wealth management services, mortgage banking and
insurance products.  The principal activity of the BancGroup wass
to supervise and coordinate the business of its subsidiaries. The
BancGroup derived substantially all of its income from Colonial
Bank, N.A (Colonial Bank) its banking subsidiary.  The BancGroup's
subsidiary Colonial Brokerage, Inc. provides full service, and
discount brokerage services and investment advice.  As of December
31, 2008, Colonial Bank had a total of 347 branches, with 197
branches in Florida, 90 branches in Alabama, 19 branches in
Georgia, 21 branches in Texas and 20 branches in Nevada.


COLONIAL BANK, MONTGOMERY: Closed; BB&T Assumes All Deposits
------------------------------------------------------------
Colonial Bank, Montgomery, Alabama, was closed August 14 by the
Alabama State Banking Department, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Branch Banking and Trust, Winston-Salem, North
Carolina, to assume all of the deposits of Colonial Bank.

Colonial Bank's 346 branches in Alabama, Florida, Georgia, Nevada
and Texas will reopen under normal business hours and operate as
branches of BB&T.  Depositors of Colonial Bank will automatically
become depositors of BB&T.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branches until
BB&T can fully integrate the deposit records of Colonial Bank.

"The past 18 months have been a very trying period in the
financial services arena, but the FDIC and its staff have
performed as Congress envisioned when it created the corporation
more than 75 years ago," said FDIC Chairman Sheila C. Bair.

Ms, Blair said in an August 14 news release, "Today, after
protecting almost $300 billion in deposits since the current
financial crisis began, the FDIC's guarantee is as certain as
ever.  Our industry funded reserves have covered all losses to
date.  In fact, losses from the failures are lower than had been
projected.  I commend our staff for their excellent work in
assuring once again a smooth transition for bank customers with
these resolutions.  The FDIC continues to stand by the nation's
insured deposits with the full faith and credit of the U.S.
government.  No depositor has ever lost a penny of their insured
deposits."

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8739.  Interested parties can also
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/colonial-al.html

As of June 30, 2009, Colonial Bank had total assets of $25 billion
and total deposits of approximately $20 billion.  BB&T will
purchase approximately $22 billion in assets of Colonial Bank.
The FDIC will retain the remaining assets for later disposition.

The FDIC and BB&T entered into a loss-share transaction on
approximately $15 billion of Colonial Bank's assets.  BB&T will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-sharing arrangement is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The agreement is also expected to minimize the
disruptions for loan customers.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $2.8 billion.  BB&T's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Colonial Bank is the 74th FDIC-insured
institution to fail in the nation this year, and the first in
Alabama.  The last FDIC-insured institution to be closed in the
state was Birmingham FSB, Birmingham, on August 21, 1992.


COMMUNITY BANK, ARIZONA: MidFirst Oklahoma Assumes All Deposits
---------------------------------------------------------------
Community Bank of Arizona, Phoenix, Arizona, was closed August 14
by the Arizona Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with MidFirst Bank, Oklahoma City, Oklahoma,
to assume all of the deposits of Community Bank of Arizona.

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

As of June 30, 2009, Community Bank of Arizona had total assets of
$158.5 million and total deposits of approximately $143.8 million.
In addition to assuming all of the deposits of the failed bank,
MidFirst Bank agreed to purchase approximately $125.5 million of
assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and MidFirst Bank entered into a loss-share transaction
on approximately $55.1 million of Community Bank of Arizona's
assets.  MidFirst Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector.  The agreement also is
expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-913-3058.  Interested parties can also
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $25.5 million.  MidFirst Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Community Bank of Arizona is the 76th
FDIC-insured institution to fail in the nation this year, and the
first in Arizona.  The last FDIC-insured institution to be closed
in the state was NextBank, Phoenix, on February 7, 2002.


COMMUNITY BANK, NEVADA: DINB Created to Assume Deposits
-------------------------------------------------------
Community Bank of Nevada, Las Vegas, Nevada, was closed August 14
by the State Commissioner, by Order of the Nevada Financial
Institutions Division, which then appointed Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC created the Deposit Insurance National Bank of Las Vegas,
which will remain open for roughly 30 days to allow depositors
access to their insured deposits and time to open accounts at
other insured institutions.  At the time of closing, the receiver
immediately transferred to the DINB all insured deposits of
Community Bank of Nevada, except for brokered deposits,
certificates of deposit and individual retirement accounts.  The
receiver also transferred to the DINB all secured public unit
deposits.

Nevada State Bank will provide operational management of the DINB
under a contract with the FDIC.  The main office and all branches
of Community Bank of Nevada will open on Monday.  Banking
activities, such as direct deposit and writing checks, ATM and
debit cards, can continue normally for former customers of
Community Bank of Nevada during the 30-day transition period.  It
is also important to note that Community Bank of Nevada official
checks will continue to clear and will be issued to customers
closing accounts.

All insured depositors of Community Bank of Nevada are encouraged
to transfer their insured funds to other banks.  They may do so by
asking their new bank to electronically transfer their deposits
from the DINB or by writing checks for the amount in their
accounts.

The FDIC will mail checks at the end of the transition period to
the address of record for depositors who have not closed or
transferred their accounts during the transition period.

Brokered deposits, CDs and IRAs were not transferred to the DINB.
The FDIC will mail checks directly to deposit customers with CDs
and IRAs.  The FDIC will pay the brokered deposits directly to the
brokers for the amount of their insured funds. Customers with
brokered deposits should contact their brokers directly for
information concerning their money.

Under the FDI Act, the FDIC may create a deposit insurance
national bank to ensure that depositors have continued access to
their insured funds where no other bank has agreed to assume the
insured deposits.  The DINB allows for uninterrupted direct
deposits and automated payments from customers' accounts for
customers with checking and NOW accounts and allows them time to
find another institution with which to do business.

As of June 30, 2009, Community Bank of Nevada had total assets of
$1.52 billion and total deposits of about $1.38 billion.  At the
time of closing, there were approximately $4.2 million in insured
deposits that potentially exceeded the insurance limits.
Uninsured deposits were not transferred to the DINB.  This amount
is an estimate that is likely to change once the FDIC obtains
additional information from these customers.

Customers with accounts in excess of $250,000 should contact the
FDIC toll-free at 1-800-331-6306 to set up an appointment to
discuss their deposits.  Customers who would like more information
on the transaction should visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/community-nv.html

Beginning Monday, August 17, 2009, depositors of Community Bank of
Nevada with more than $250,000 at the bank may visit the FDIC's
Web page "Is My Account Fully Insured?" at
http://www2.fdic.gov/dip/Index.aspto determine their insurance
coverage.

The FDIC as receiver will retain all the assets from Community
Bank of Nevada for later disposition.  Loan customers should
continue to make their payments as usual.

The cost to the FDIC's Deposit Insurance Fund is estimated to be
$781.5 million.  Community Bank of Nevada is the 77th bank to fail
this year and the third in Nevada.  The last bank to be closed in
the state was Great Basin Bank, Elko, on April 17, 2009.


CONSECO INC: Swings to $27.6 Mil. Net Income for June 30 Quarter
----------------------------------------------------------------
Conseco, Inc., has released results for the second quarter of
2009.

"We are pleased to report that Conseco's second quarter results
are at the high end of the preliminary earnings range we announced
last week," CEO Jim Prieur said.  "Core sales remain strong in a
declining market, and our Bankers Life business, which had record
agent recruitment, reported excellent results both over the
seasonally weak first quarter and over the prior year's second
quarter.  Our Colonial Penn business also reported good results in
the quarter, while Conseco Insurance Group's results declined
slightly, as it focuses on more profitable products."

Second Quarter 2009 Results:

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

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

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

     -- Net income of $27.6 million, compared to a net loss of
        $488.5 million in 2Q08 (including $13.2 million of net
        realized investment losses in 2Q09 vs. $513.7 million of
        net realized investment losses, valuation allowance for
        deferred tax assets and losses related to discontinued
        operations in 2Q08)

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

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

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

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

Six-Month 2009 Results:

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

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

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

     -- Net income of $52.1 million, compared to a net loss of
        $495.7 million in the first six months of 2008 (including
        $20.1 million of net realized investment losses in the
        first six months of 2009 vs. $541.0 million of net
        realized investment losses, valuation allowance for
        deferred tax assets and losses related to discontinued
        operations in the first six months of 2008)

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

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

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

     -- PFFS NAP: $40.3 million, down 30%, from the first six
        months of 2008 reflecting changes in consumer preference

Financial Strength at June 30, 2009:

     -- Book value per common share, excluding accumulated other
        comprehensive income (loss), was $18.72, up 2%, compared
        to $18.41 at December 31, 2008

     -- Debt-to-total capital ratio, excluding accumulated other
        Comprehensive income (loss), was 26.7%, compared to 27.8%
        at December 31, 2008

Conseco's financial statements show compliance, as of June 30,
2009, with all covenants in its credit agreement including those
related to combined insurance subsidiary capital, the combined
risk-based capital ratio of its insurance subsidiaries, the
Company's debt to capital ratio and the Company's interest
coverage ratio.  The combined risk-based capital ratio increased
by 16 percentage points to 247% at June 30, 2009.

As of June 30, 2009, the Company had $29.4 billion in total assets
and $27.0 billion in total liabilities.

Conseco said in its Form 10-Q filing with the Securities and
Exchange Commission that its current aggregate risk-based capital
ratio of 247% is below the level required to meet the future
covenant requirement and the levels of margin between the other
future requirements and its current financial status are small.
Conseco said management is taking several actions to increase the
aggregate risk-based capital ratio and other key financial
covenant measures.  While successful execution can not be assured,
management believes that the Company will remain in compliance
with the current and future financial covenant requirements.

"If we are unable to demonstrate our ability to comply with the
future loan covenants with adequate margins for adverse deviation
prior to March 31, 2010 (the date by which we are required to
provide audited financial statements to the lenders under the
Second Amended Credit Facility), management would conclude there
is substantial doubt about the Company's ability to continue as a
going concern," Conseco said.  "Further, the audit opinion that we
would receive from our independent registered public accounting
firm would include an explanatory paragraph regarding the
Company's ability to continue as a going concern.  Such an opinion
would be in breach of the covenants in the Second Amended Credit
Facility.  If that were to occur, it is highly probable that we
would not have sufficient liquidity to repay our bank indebtedness
in full or any of our other indebtedness which could also be
accelerated as a result of the default."

As of June 30, 2009, the aggregate principal amount of the
Company's outstanding debentures was $293 million.  Holders of the
Debentures have the right to require the Company to repurchase
their Debentures for cash on September 30, 2010.

Conseco said the amendment in March 2009 to its Second Amended
Credit Facility prohibits it from redeeming or purchasing the
Debentures with cash from certain sources.  As a result, without a
further amendment of the Second Amended Credit Facility or a
waiver from the lenders, the Company will not be able to make any
payments to the holders of the Debentures on September 30, 2010 --
assuming the holders of the Debentures elect to exercise their
right to require the Company to repurchase their Debentures for
cash on that date.  The amendment permits the Company to amend,
modify or refinance the Debentures so long as such new
indebtedness complies with certain restrictions.

The Company has had discussions with certain holders of the
Debentures regarding an exchange of the Debentures for a
combination of new senior, unsecured debt or convertible debt
maturing after October 2014 and shares of the Company's common
stock.  The Company expects to have additional discussions with
holders of the Debentures regarding an exchange of the Debentures.
The exchanges may be in one-off transactions or pursuant to an
exchange offer and may involve other forms of consideration.
Conseco said there can be no assurance that any discussions will
be successful.

"There is a significant risk that we will be unable to pay holders
of the Debentures who exercise their right to require the Company
to purchase their Debentures for cash on September 30, 2010 or
unable to refinance the Debentures.  If we are unable to refinance
or otherwise address liquidity issues with respect to the
Debentures prior to March 31, 2010 (the date by which we are
required to provide audited financial statements to the lenders
under the Second Amended Credit Facility), management would
conclude there is substantial doubt about the Company's ability to
continue as a going concern," Conseco continued.

While successful execution cannot be assured, management believes
that it will be able to address the issue with respect to the
September 30, 2010 put right of the Debenture holders by
completing an exchange offer or other transactions permitted under
the Second Amended Credit Facility.  If it is not able to do so,
it would have a material adverse effect on our business, results
of operations and financial position.

A full-text copy of Conseco's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?41db

On August 5, 2009, Conseco issued additional financial information
related to the Company's financial and operating results for the
quarter ended June 30, 2009, a copy of which is available at no
charge at:

              http://ResearchArchives.com/t/s?41dc
              http://ResearchArchives.com/t/s?41dd

                        About Conseco Inc.

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

                           *     *     *

The current financial strength ratings of Conseco's primary
insurance subsidiaries from A.M. Best Company, S&P and Moody's
Investor Services, Inc., are "B (Fair)", "BB-" and "Ba2",
respectively.


COYOTES HOCKEY: NHL Ordered to Produce Docs. on Team Relocations
----------------------------------------------------------------
Andrew Bagnato at The Associated Press reports that the Hon.
Redfield T. Baum did not include Richard Peddie, owner of Toronto
Maple Leafs, in the list of entities that will give depositions in
connection with the sale of the Phoenix Coyotes.

According to The AP, Judge Baum named officials who will give
depositions in the Chapter 11 bankruptcy case.

Jim Balsillie and Jerry Moyes intended to present for deposition
Richard Peddie over what role his company, Toronto Maple Leafs,
might play in the proposed relocation of Phoenix Coyotes to
Hamilton, Ontario.  The National Hockey League contends that the
relocation issue is moot because its board of governors rejected
Mr. Balsillie as owner of the Phoenix Coyotes.

Judge Baum, The AP relates, however, has ordered the National
Hockey League to provide numerous documents related to relocation.
NHL must produce any league study of expansion into the Hamilton
market in the past 10 years, and it must disclose all expansion
and relocation fees it has charged since 1999, the report states,
citing Judge Baum.  Mr. Balsillie's lawyers said that the
documents are necessary for their client's bid to proceed, the
report says.

The AP relates that NHL commissioner Gary Bettman and deputy
commissioner Bill Daly, Boston Bruins owner Jeremy Jacobs, and
Minnesota Wild owner Craig Leipold will answer questions.

Mr. Balsillie also will be deposed, along with his aide Richard
Rodier and Mr. Moyes, The AP states.  The report says that Judge
Baum also authorized a deposition from "an unnamed, but to be
disclosed, NHL representative regarding the impossibility of
relocating the Coyotes for the current season."

The AP reports that Judge Baum has set up bid procedures and a
schedule leading up to the September 10 auction.  Interested
parties have until Friday to submit offers to keep Phoenix Coyotes
in Glendale, says the report.

The AP states that Judge Baum also denied a motion by the
Goldwater Institute, on behalf of eight Glendale taxpayers, to
file a conditional bid objection, saying that they "do not have a
direct financial stake in the outcome of this case."  The
Goldwater Institute had argued that the taxpayers have a right to
know the details of Glendale's arena lease renegotiations with
Reinsdorf's group.

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.


CRUSADER ENERGY: Has Equity Value of $100MM, Shareholders Say
-------------------------------------------------------------
An ad hoc group of holders of common stock issued by Crusader
Energy Group Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of Texas to appoint an
official committee of equity security holders in the Debtors'
chapter 11 cases.

According to the Committee, the appointment of an equity committee
in the Chapter 11 cases is clearly justified and "absolutely
necessary" to assure adequate representation of the Debtors'
equity security holders' interests.  The Debtors have substantial
equity value based on their cash flow potential and intrinsic
values underlying their oil and gas assets, the Ad Hoc Committee
asserts.  It cited (i) the application of 24-month NYMEX futures
strip pricing to the Debtors' existing production levels, which
reflect equity value in the $25 million to $50 million range, and
(ii) the Debtors' "shut in" reserves, which would produce an
additional equity value in the $30 million to $60 million range.
Hence, the Debtors' equity value could very well be in excess of
$100 million, the Group says.

The Ad Hoc Committee says that it does not need to show that the
Debtors are solvent or that there is in fact substantial equity
value; instead, they need only show that the Debtors are not
"hopelessly insolvent".  By any measure, whether from existing
cash flow, projected cash flow, equity trading value, balance
sheet, or otherwise, the Debtors appear to be solvent and are not
in any sense "hopelessly insolvent".

The Ad Hoc Committee relates that the Debtors are not taking
appropriate steps to serve the interests of shareholders but
instead have been acted solely for the benefit of creditors
without regard to preserving or maximizing equity value.  The
creditor constituents are forcing a sale process, which the
Debtors have effectively acquiesced to, at a time when third party
offers may very well not reflect the true intrinsic value of the
Debtors and their assets.  The terms of the use of cash collateral
require the Debtors to consummate a transaction within an
extremely short timeframe, including filing plan documents by the
end of this month, the Ad Hoc Committee points out.

The Ad Hoc Committee asserts that appointment of an Equity
Committee is necessary to provide shareholders with an appropriate
voice in the reorganization process.  Otherwise, any reasonable
prospect for preserving equity value and obtaining a shareholder
recovery will be lost because creditors are forcing a process
which is focused on achieving recovery as quickly as possible,
without regard for the impact on shareholders and whether
reasonable alternatives might yield greater value over time, the
Ad Hoc Committee concludes.

Kaye Scholer LLP and Kelly Hart & Hallman LLP represent the Ad Hoc
Committee.

                       About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko
Basin, Williston Basin, Permian Basin, and Fort Worth Basin in
the United States.  It has working interests in more than 1,000
wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel.  Holland N. Oneil, Esq., Michael S. Haynes,
Esq., and Richard McCoy Roberson, Esq., at Gardere, Wynne &
Sewell, represent the official committee of unsecured creditors
as counsel.


DAILEY FARM: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dailey Farm, L.L.C.
        19 East Market Street
        Leesburg, VA 20176

Case No.: 09-01813

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Debtor's Counsel: David A. Camilletti, Esq.
                  Campbell Miller Zimmerman, P.C.
                  201 North George Street, Suite 202
                  Charles Town, WV 25414
                  Tel: (304) 725-5325
                  Fax: (304) 724-8009
                  Email: dcamilletti@cmzlaw.com

Total Assets: $10,934,927

Total Debts: $8,207,206

The petition was signed by Herbert Jonkers, the company's
member/manager.

Debtor's List of 4 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Jerald A. Wilks                Sums Loaned            $40,000

Oakland United Methodist       Parcels of Land        $3,600,000
Church                         pursuant to Joint
70 Oakland Terrace             Venture Agreements
Charles Town, WV 25414

Orange & Martorelli Lp         Accounting Services    $1,313

William H. Gordon              Engineering Services   $4,481
Associates, Inc.


DANA HOLDING: Bank Debt Trades at 24% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Dana Holding
Corporation is a borrower traded in the secondary market at 75.29
cents-on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.80
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 31, 2015.  The Company pays 375 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 14,
among the 128 loans with five or more bids.

                         About Dana Holding

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

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

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


DECODE GENETICS: June 30 Balance Sheet Upside-Down by $244 Million
------------------------------------------------------------------
deCODE genetics Inc.'s balance sheet at June 30, 2009, showed
total assets of $69.85 million and total liabilities of
$313.92 million, resulting in a stockholders' deficit of
$244.07 million.

For three months ended June 30, 2009, the Company posted a net
loss of $13.19 million compared with a net loss of $18.35 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $25.83 million compared with a net loss of $45.01 million for
the same period in 2008.

At June 30, 2009, the Company had cash and cash equivalents of
$3.80 million, compared to $3.70 million at Dec. 31, 2008.  In
early 2009 deCODE sold its ARS for $11.3 million in cash, and in
April it signed licensing agreements with Celera Corporation
under which it received an upfront payment and will receive
royalties on sales of Celera testing products and services
incorporating deCODE genetic risk markers.  deCODE states it has
sufficient resources to fund operations only into the latter half
of the third quarter.  The Company is simultaneously pursuing
several options to ensure sufficient funding to take it to the
execution of strategic options that can support the near- and
longer-term viability of our core business.  Regardless, deCODE's
planned operations require immediate additional liquidity
substantially in excess of the amounts, raising substantial doubt
about deCODE's ability to continue as a going concern.

In deCODE's ongoing strategic review, deCODE was evaluating and
pursuing various alternatives aimed at focusing its business and
underpinning ongoing product development and commercialization in
its core business, including the sale of some or all of deCODE's
US medicinal chemistry and structural biology units.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41e2

                       About deCODE Genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.


DELAWARE HOME: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Delaware Home Furnishings, LLC
           dba Drexel Heritage Delaware
        3060 Brandywine Parkway
        Wilmington, DE 19803

Bankruptcy Case No.: 09-12867

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Shannon D. Leight, Esq.
                  Ciardi Ciardi & Astin
                  One Commerce Square, Suite 1930
                  2005 Market Street
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: sleight@ciardilaw.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 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/deb09-12867.pdf

The petition was signed by Barbara Cresswell, president of the
Company.


DEX MEDIA EAST: Bank Debt Trades at 23% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 76.57 cents-on-
the-dollar during the week ended Friday, Aug. 14, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.72 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 8, 2009.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating on the bank debt while Standard & Poor's has assigned a
default rating on the bank debt.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 14, among the 128 loans
with five or more bids.

                         About Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

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

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

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

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


DEX MEDIA INC: Earns $42.9 Million in 3 Months Ended June 30
------------------------------------------------------------
Dex Media, Inc. reported a net income of $42.95 million for three
months ended June 30, 2009, compared with a net loss of
$246.84 million for the same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $48.47 million compared with a net loss of $1.56 billion
for the same period in 2008.

The Company's balance sheet showed total assets of $8.41 billion,
total liabilities of $6.94 billion and stockholders' equity of
$1.47 billion.

The Company's management said that there is substantial doubt as
to whether the Company will be able to continue as a going concern
for a reasonable period of time.  The assessment of its 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 our 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 R.H. Donnelley Corporation's
common stock ceased trading on the New York Stock Exchange on
Dec. 31, 2008, and is now traded over-the-counter on the Pink
Sheets.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4196

                       About Dex Media Inc.

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

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

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

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


DISH DBS: Fitch Assigns 'BB-' Rating on $1 Bil. Notes Offering
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to DISH DBS
Corporation's $1 billion offering of 7.875% senior unsecured notes
due 2019.  The notes were placed under the Securities and Exchange
Commission's rule 144A.  DDBS is a wholly owned subsidiary of DISH
Network Corporation (DISH, Fitch Issuer Default Rating 'BB-').
Proceeds from the offering are expected to be used for general
corporate purposes.  As of June 30, 2009, DISH had approximately
$5.1 billion of debt outstanding.  The Rating Outlook is Negative.

From Fitch's perspective, the issuance will improve DISH's
somewhat constrained liquidity position (relative to a historical
perspective), and Fitch believes that DISH's credit profile has
sufficient flexibility to accommodate a modest increase in
leverage.  Cash balances as of June 30, 2009 totaled approximately
$113 million.  Additional liquidity can be derived from nearly
$838 million of variable rate demand notes held by DISH.  Fitch
notes that DISH does not maintain a revolver to support its
liquidity position.  Cash balances have been depleted to some
extent due to large cash requirements during 2008 related to the
spin-off of Echostar Corporation, acquisition of 700-megahertz
wireless spectrum, the redemption of senior notes and subordinated
debt, and the cash payment to Tivo, Inc., related to ongoing
litigation.  While Fitch expects DISH will continue to generate
material amounts of free cash flow during the ratings horizon, the
company's liquidity position will remain a rating issue given the
uncertain cash requirements related to the litigation with Tivo.
DISH's leverage on a latest twelve month basis as of June 30,
2009, was 1.75 times (x), and is expected to increase to 2.1x on a
pro forma basis considering the new debt issuance.

Overall, Fitch's ratings reflect the operating leverage derived
from DISH's size and scale as the third-largest multichannel video
programming distributor in the U.S., and Fitch's expectation for
continued free cash flow generation.  The Negative Outlook
reflects DISH's deteriorating operating profile and eroding
competitive position in an increasing competitive environment.
DISH reported a subscriber churn rate of 1.73% marking a 14 basis
point year over year decline.  The 2009 second quarter churn rate
was the first year over year decline since June of 2007.  In
comparison, DIRECTV Group, Inc.'s U.S. segment churn during the
second quarter was 22 basis points lower at 1.51%.  The higher
churn rate continues to be driven by a combination of economic,
competitive and operational factors, including piracy and fraud.
In Fitch's opinion, some of these factors, such as higher non-pay
disconnects and decreased customer satisfaction, appear to require
longer-term fixes, and churn may remain elevated for an extended
period of time, reflecting the company's relatively weak
competitive position.

Net additions during the second quarter were approximately 26,000
marking the first quarter of positive net subscriber additions
since the first quarter of 2008.  While the second quarter
subscriber additions metrics were positive, net subscriber
additions during the first half of 2009 were negative.

Factors that could contribute to a stabilization of the Rating
Outlook include a determination that DISH's liquidity position is
balanced with cash requirements, free cash flow expectations,
capital market access, further clarity surrounding potential cash
requirements related to the Tivo litigation and wireless network
strategy, and sustainable positive trends in operating results,
particularly subscriber churn.  Key considerations that could lead
to a downgrade of DISH's ratings include, but are not limited to,
DISH's inability to reverse the negative operating trends and
improve its competitive positioning, a sustained erosion of DISH's
free cash flow generation and further deterioration of DISH's
liquidity profile.


DOUBLEDOWN MEDIA: Ch. 7 Trustee Selling Global Publishing Rights
----------------------------------------------------------------
Robert L. Geltzer, Chapter 7 trustee for the Doubledown Media,
LLC, is offering for sale the global publishing rights, trademark
(brand), database of subscribers, respective url or .com, web
archives, print archives and a listing of vendors who advertised
in the publications Trader Monthly, Dealmaker, Private Air,
Corporate Leader and the Cigar Report.

For additional information, contact Marc P. Yaverbaum at
(347) 273-1258 or http:www.myccorp.com

Doubledown Media LLC is a New York-based publisher of Trader
Monthly, Dealmaker, Private Air, Corporate Leader, and the Cigar
Report, magazines that cater to Wall Street bankers and traders.
Doubledown Media LLC filed for Chapter 7 liquidation on
February 25, 2009 (Bankr. S.D.N.Y. Case No. 09-10857).  Court
documents say that Doubledown Media has between $10 million and
$50 million each in assets and liabilities.  The Company ceased
operations after a key financial backer withdrew financing.


DWELLING HOUSE SAVINGS: PNC Bank of Pittsburgh Assumes Deposits
---------------------------------------------------------------
Dwelling House Savings and Loan Association, Pittsburgh,
Pennsylvania, was closed August 14 by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with PNC Bank,
National Association, Pittsburgh, Pennsylvania, to assume all of
the deposits of Dwelling House Savings and Loan Association.

The sole branch of Dwelling House Savings and Loan Association
will reopen on Monday as a branch of PNC Bank, National
Association.  Depositors of Dwelling House Savings and Loan
Association will automatically become depositors of PNC Bank,
National Association.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers of both institutions should continue to use the existing
branches until PNC Bank, National Association can fully integrate
the deposit records of Dwelling House Savings and Loan
Association.

As of March 31, 2009, Dwelling House Savings and Loan Association
had total assets of $13.4 million and total deposits of
approximately $13.8 million.  In addition to assuming all of the
deposits of the failed bank, PNC Bank, National Association agreed
to purchase approximately $3 million of the failed bank's assets.
The FDIC will retain the remaining assets for later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-760-3639.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/dwelling.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $6.8 million.  PNC Bank, National Association's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  Dwelling House
Savings and Loan Association is the 73rd FDIC-insured institution
to fail in the nation this year, and the first in Pennsylvania.
The last FDIC-insured institution to be closed in the state was
Metropolitan Savings Bank, Pittsburgh, on February 2, 2007.


EDDIE BAUER: Executives Accept Employment from Asset Buyer
----------------------------------------------------------
Eddie Bauer Holdings, Inc., reports that upon the closing of the
sale of its assets on August 3, 2009, all of the executive
officers of the Company, including McNeil Fiske, the Company's
President and Chief Executive Officer, Marv Toland, the Company's
Senior Vice President and Chief Financial Officer and the
Company's other named executive officers, accepted employment with
an affiliate of Golden Gate Capital and, with certain limited
exceptions, resigned from their positions with the Company.

Mr. Toland and Ms. Freya Brier will continue with the Company in
limited roles during a brief transition period.  In addition,
effective as of the completion of the Sale on August 3, Mr. Fiske
resigned from the Company's Board of Directors.

As reported by the Troubled Company Reporter, Eddie Bauer and
substantially all of the Company's subsidiaries on July 29, 2009,
entered into a First Amendment to the Asset Purchase Agreement
dated as of July 17, with an affiliate of Golden Gate Capital.
The Amendment primarily concerns the date of determination of the
working capital and capital expenditure adjustments to the
purchase price payable by the Buyer, and includes related changes
to definitions contained in the Asset Purchase Agreement. The
Company and its affiliates do not have any material relationships
with the Buyer or its affiliates, other than in respect of the
Asset Purchase Agreement and the transactions contemplated
thereby.

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

               http://ResearchArchives.com/t/s?41f5

The aggregate gross purchase price for the Sale was $286 million
in cash, subject to certain adjustments relating principally to
the level of working capital and capital expenditures as of
closing, and the Buyer assumed certain liabilities from the
Sellers associated with the purchased assets. $11.0 million of the
proceeds received in the Sale have been allocated to the Canadian
subsidiaries of the Company and paid to the CCAA Monitor in the
Canadian Bankruptcy Proceeding.  In addition, the Company paid a
break-up fee of $5,057,500 in cash to an affiliate of CCMP Capital
Advisors upon the closing of the Sale pursuant to the terms of the
Company's Asset Purchase Agreement with CCMP dated as of June 16,
2009, which was terminated on July 22.

The Sale resulted in the payment of certain amounts due under the
Company's Key Employee Incentive Program and Key Manger Incentive
Program, which resulted in a one-time cash compensation charge of
roughly $2.6 million.  The KEIP and the KMIP were approved by the
Bankruptcy Court on July 22.

On August 4, the Company said it was unable in good faith to make
a determination of an estimate of the amount or range or amounts
expected to be incurred in connection with the Sale and the
Bankruptcy Proceedings, both with respect to each major type of
costs associated therewith and with respect to the total cost, or
an estimate of the amount or range of amounts that will result in
future cash expenditures for the transaction.

On August 3, 2009, the Company filed with the Delaware Secretary
of State a Certificate of Amendment to the Certificate of
Incorporation of Eddie Bauer Holdings, amending its Certificate of
Incorporation, effective immediately, to change the name of the
Company from "Eddie Bauer Holdings, Inc." to "EBHI Holdings, Inc."
The Charter Amendment was required by the terms of the Asset
Purchase Agreement and was made pursuant to Section 303 of the
General Corporation Law of the State of Delaware and pursuant to
an order of the Bankruptcy Court issued in connection with the
Bankruptcy Proceeding.  Stockholder approval of the Charter
Amendment was not required.

                         About Eddie Bauer

Established in 1920 in Seattle, Washington, Eddie Bauer is a
specialty retailer that sells outerwear, apparel and accessories
for the active outdoor lifestyle.  The Eddie Bauer brand is a
nationally recognized brand that stands for high quality,
innovation, style and customer service.  Eddie Bauer products are
available at 371 stores throughout the United States and Canada,
through catalog sales and online at http://www.eddiebauer.com/.
Eddie Bauer participates in a joint venture in Japan and has
licensing agreements across a variety of product categories.

Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate,
reorganized entity under the control and ownership of Eddie Bauer
Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.


EL CENTRO ACRES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: El Centro Acres "1127", Ltd.
        A California Limited Partnership
        2855 Las Flores Ave.
        Riverside, CA 92503

Bankruptcy Case No.: 09-28442

Chapter 11 Petition Date: August 11, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Dennis Baranowski, Esq.
                  Law Offices of Dennis R. Baranowski
                  10700 Civic Center Dr Suite 100C
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 481-4500
                  Fax: (909) 481-4381
                  Email: dennis@baranowskilaw.com

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

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

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

The petition was signed by Byung Ho Kwon, general partner of the
Company.


ELLEN TRACY: Faces Involuntary Ch. 7 Petition from 3 Creditors
--------------------------------------------------------------
According to Tiffany Kary at Bloomberg, three China-based
creditors of Ellen Tracy LLC, filed an bankruptcy petition to send
the Company to Chapter 7 liquidation.

The Company is facing an involuntary petition from Shanghai K&J
Apparel Co., Chinamine Trading and Excellent Jade Ltd. owed a
total of $3.8 million from the company.  The petition was filed in
Manhattan (Bankr. S.D.N.Y. Case No. 09-14994).

According to Bloomberg, retailers that have filed for bankruptcy
this year amid consumer spending hurt by the economic decline
include Eddie Bauer Holdings Inc., the outdoor clothing retailer;
Escada AG, the German luxury dress maker; and Filene's Basement,
which sells discounted designer goods.

Ellen Tracy LLC is a New York-based maker of women's dresses,
eyewear and luggage which started as a blouse company in 1949,
selling a dozen shirts for $36.  In February 2008, Liz Claiborne
Inc. sold the Ellen Tracy brand to investors including former
Bloomingdale's Chairman Marvin Traub and Barry Sternlicht, the
real-estate investor who heads Starwood Capital Group LLC.
The buyers paid $27.3 million in cash, and agreed to pay another
$15 million, depending on Ellen Tracy's performance through 2012.
The purchasers also include Radius Partners LLC and Windsong
Brands LLC's William Sweedler.


ENERGY PARTNERS: Expects "Significant" Net Loss for 2nd Quarter
---------------------------------------------------------------
Energy Partners, Ltd., has not filed its Quarterly Report on Form
10-Q for the quarters ended March 31, 2009, and June 30, 2009.

The Company said its bankruptcy filing, the subsequent
confirmation of its plan of reorganization, and current talks for
exit financing diverted resources and caused a delay in the
process for completing the preparation of quarterly financial
statements.  "We have . . . been unable to finalize our books and
records for the quarter ended March 31, 2009 or the quarter ended
June 30, 2009.  For all of these reasons, and because our efforts
have been, and continue to be, focused on the Chapter 11 Cases, we
have not been able to complete our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2009, within the prescribed time
period," the Company said.

Energy Partners Ltd. on July 31, 2009, filed its second amended
joint plan of reorganization, as modified, with the Bankruptcy
Court.  On August 3, the Bankruptcy Court held a hearing and
entered an order confirming the Plan.  The Company's emergence
from Bankruptcy remains subject to several conditions, including
the successful closing of exit financing.  Energy Partners Ltd.
has been engaged in negotiations and other matters related to the
Chapter 11 Cases, including negotiations with the Minerals
Management Service and with potential lenders with regard to exit
financing.  Additionally, Energy Partners Ltd. filed its 2008
Annual Report on August 5 and it dedicated substantial resources
to the completion of the report.

The Company anticipates significant changes in its results of
operations for the quarter ended June 30, 2009, as compared to its
results of operations for the quarter ended June 30, 2008, and for
the six months ended June 30, 2009, as compared to the six months
ended June 30, 2008.  The Company has not yet finalized its
condensed consolidated financial statements for the quarter ended
June 30, 2009 or the six months ended June 30, 2009.  Its
independent registered public accounting firm, KPMG LLP, has not
completed its review procedures on its condensed consolidated
financial statements for the quarter ended June 30, 2009, or the
six months ended June 30, 2009.

The Company expects its operating results for the quarter ended
June 30, 2009 compared to the quarter ended June 30, 2008 to
reflect significantly lower average selling prices for the
Company's oil and natural gas.

The Company estimates that it will report a significant
consolidated net loss for the quarter ended June 30, 2009.  For
the quarter ended June 30, 2008, the Company reported net income
of $4.0 million, or $0.12 per diluted share.  The Company
estimates revenue for the quarter ended June 30, 2009, will be
significantly lower than revenue of $125.7 million reported for
the quarter ended June 30, 2008, due primarily to the impact of
oil and natural gas selling price declines.  The Company expects
to report a decline in oil production, offset by an increase in
natural gas production, for the for the quarter ended June 30,
2009, as compared to the quarter ended June 30, 2008, resulting
in expected total Boe production levels for the quarter ended
June 30, 2009, that are roughly the same as total Boe production
levels reported for the quarter ended June 30, 2008.

The Company expects exploration expenditures, dry hole costs and
impairments to decline in the quarter ended June 30, 2009, as
compared to $5.3 million reported for the quarter ended June 30,
2008.  The Company expects general and administrative expenses to
increase in the quarter ended June 30, 2009, compared to general
and administrative expenses of $13.5 million for the quarter ended
June 30, 2008, primarily as a result of legal and financial
advisory fees associated with its balance sheet restructuring
efforts and the Chapter 11 Cases.  The Company expects interest
expense to decline in the quarter ended June 30, 2009, compared to
interest expense of $11.4 million for the quarter ended June 30,
2008, primarily because it discontinued recording interest expense
related to its Senior Unsecured Notes and 8.75% Senior Notes due
2010 as of May 1, 2009, the date on which it filed the Chapter 11
Cases.  The Company estimates gain (loss) on derivative
instruments for the quarter ended June 30, 2009 will be
significantly reduced as compared to the loss of $36.5 million
reported for the quarter ended June 30, 2008.  The loss on
derivative instruments reported in the quarter ended June 30,
2008, resulted primarily from the impact of a steep increase in
oil and natural gas selling prices during the 2008 period.

The Company estimates the effective tax rate on the tax benefit
related to its expected net loss for the quarter ended June 30,
2009 will be less than the statutory tax rate, and could be zero,
due to the expectation that we will provide a valuation allowance
against any net deferred tax assets generated during the quarter
ended June 30, 2009.  The effective tax rate was roughly 37% for
the quarter ended June 30, 2008.

The Company also expects to report cash and cash equivalents of
roughly $22 million as of June 30, 2009, as compared to roughly
$2 million as of December 31, 2008.

As of June 30, 2009, the outstanding balance under the Company's
bank credit facility was $83 million and its total debt was
$537.5 million, compared to $497.5 million of total debt at
December 31, 2008, which included $43 million of bank credit
facility borrowings.  The borrowing base under the Company's bank
credit facility was reduced to $45 million, resulting in a
borrowing base deficiency of $38 million.  The Company is not able
to make future borrowings under its bank credit facility.

The Company expects operating results for the six months ended
June 30, 2009 compared to the six months ended June 30, 2008 to
reflect significantly lower average selling prices for oil and
natural gas.

The Company estimates reporting a significant consolidated net
loss for the six months ended June 30, 2009.  For the six months
ended June 30, 2008, it reported net income of $6.3 million, or
$0.20 per diluted share.  It estimates revenue for the six months
ended June 30, 2009, will be significantly lower than revenue of
$223.2 million reported for the six months ended June 30, 2008,
due primarily to the impact of oil and natural gas selling price
declines.  It expects to report a decline in oil production,
offset by an increase in natural gas production, for the for the
six months ended June 30, 2009 as compared to the six months ended
June 30, 2008, resulting in expected total Boe production levels
for the six months ended June 30, 2009, that are roughly the same
as total Boe production levels reported for the six months ended
June 30, 2008.

The Company expects exploration expenditures, dry hole costs and
impairments to decline significantly in the six months ended
June 30, 2009, as compared to $28.5 million reported for the six
months ended June 30, 2008.  It expects general and administrative
expenses to increase in the six months ended June 30, 2009,
compared to general and administrative expenses of $22.9 million
for the six months ended June 30, 2008, primarily as a result of
legal and financial advisory fees associated with its balance
sheet restructuring efforts and the Chapter 11 Cases.  It reported
a gain on sale of assets of $6.6 million in the six months ended
June 30, 2008.  It doesn't expect to report any significant gains
or losses on asset sales in the six months ended June 30, 2009.
It expects interest expense to decline significantly in the six
months ended June 30, 2009, compared to interest expense of
$23.4 million for the six months ended June 30, 2008, primarily
because it discontinued recording interest expense related to its
Senior Unsecured Notes and 8.75% Senior Notes due 2010 as of
May 1, 2009, the date on which it filed the Chapter 11 Cases.  It
estimates gain (loss) on derivative instruments for the six months
ended June 30, 2009, will be significantly reduced as compared the
loss of $44.8 million reported for the six months ended June 30,
2008.  The loss on derivative instruments reported in the six
months ended June 30, 2008, resulted primarily from the impact of
a steep increase in oil and natural gas selling prices during the
2008 period.

The Company estimates the effective tax rate on the tax benefit
related to its expected net loss for the six months ended June 30,
2009, will be less than the statutory tax rate, and could be zero,
due to the expectation that it will provide a valuation allowance
against any net deferred tax assets generated during the six
months ended June 30, 2009.  Its effective tax rate was roughly
37% for the six months ended June 30, 2008.

The material terms of the Plan as confirmed by the Bankruptcy
Court include, among other things, that:

     -- each holder of the Senior Unsecured Notes and the 8.75%
        Senior Notes due 2010 would receive, in exchange for their
        total claim (including principal and interest), their pro
        rata share of 95% of the common stock to be issued
        pursuant to the Plan in the Company upon its emergence
        from bankruptcy;

     -- each holder of common stock interests would receive, in
        exchange for their total claim, their pro rata share of 5%
        of the New EPL Common Stock;

     -- upon the Effective Date, the Company must have in place an
        exit working capital credit facility in form and substance
        acceptable to the Company and a majority in interest of
        the Consenting Holders;

     -- the Company may adopt the 2009 Long Term Incentive Plan
        under which it may issue shares of Restricted New EPL
        Common Stock and new EPL stock options to certain of its
        employees and certain members of management; and

     -- following the effective date of the reorganization, the
        sole equity interests in the Company would consist of
        (1) New EPL Common Stock issued to the holders of the
        Company's Senior Unsecured Notes, the 8.75% Senior Notes
        due 2010, and holders of its common stock interests,
        (2) Restricted New EPL Common Stock issued to certain
        members of its management, if any, and (3) new EPL stock
        options to be issued to certain key employees pursuant to
        the 2009 Long Term Incentive Plan, if any, which would be
        exercisable for New EPL Common Stock.  Collectively, the
        Restricted New EPL Common Stock issued and the shares
        reserved for the exercise of new EPL stock options would
        in no event exceed 3% of the New EPL Common Stock on a
        fully diluted basis.

"If we are unable to successfully negotiate definitive
documentation for the Exit Facility or unable to satisfy the
conditions to closing of the Exit Facility, we would be unable to
consummate the Plan and may consequently have to liquidate," the
Company said.

Under the Confirmation Order, if the Company is unable to
successfully comply with all conditions of the Plan by the later
of (1) September 10, 2009, (2) September 25, 2009, with its
approval and the approval of the Majority Consenting Holders, or
(3) any later date approved by the Bankruptcy Court, the
Confirmation Order will be vacated and it will not be able to
proceed with the execution of the Plan.

                    About Energy Partners Ltd.

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

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


ESCADA AG: U.S. Unit Files for Chapter 11 in New York
-----------------------------------------------------
Escada USA, a unit of the German luxury clothing maker Escada AG,
filed Chapter 11 bankruptcy protection on August 14 in the U.S., a
day after its parent was put under court protection in Munich.

Following a combination of sharp declines in sales over the past
two years, weakened demand for luxury goods as a result of the
global financial crisis and unsuccessful efforts to restructure
its indebtedness out-of-court, Escada AG filed a petition to
commence an insolvency proceeding in Munich District Court,
Germany on August 13, 2009, to continue operations and effect a
restructuring of the Escada Group businesses either through an
insolvency plan under German insolvency law or by a structured
sales process of Escada Group's assets.

Dr. jur. Christian Gerloff -- appointed by the Munich Court as
preliminary insolvency administrator, following a meeting with
Escada's board of management -- said August 14, "My first
impression is that ESCADA AG is very well prepared for insolvency
proceedings.  From today's perspective these careful preparations
would suggest that there are chances to maintain the going
concern."

To alleviate disruption to the ESCADA business as a result of the
insolvency filing of Escada AG, and as part of the implementation
of the Escada Group global restructuring and investor process,
Escada US determined to file the Chapter 11 case.

The Chapter 11 petition filed in the U.S. Bankruptcy Court for the
Southern District of New York, in Manhattan, listed US$50 million
to US$100 million in assets and US$100 million to US$500 million
in debts.

Another Court filing said Escada US had total assets of
US$61,702,500 against total debts of US$82,398,500 as of July
2009.  The debts do not include the EUR200,000,000 in senior notes
issued by Escada AG and EUR13,000,000 owed by Escada AG to
Bayerische Hypo-und Vereinsbank-led lenders.  The senior notes and
the bank debt are guaranteed by subsidiaries, including Escada US.

In Escada US's list of 20 largest unsecured creditors, the three
largest were Bank of New York Mellon Corp., as indenture trustee
for the senior notes, with its EUR200,000,000 ($285.7 million)
claim on account of the guaranty, Bayerische Hypo-und Vereinsbank
AG EUR13,000,000 (US$18.4 million) on account of the bank debt
guaranty, and the U.S. Customs and Border Protection with its
US$13,711,000 trade claim.  A copy of Escada US's Chapter 11
petition and list of largest unsecured creditors is available for
free at http://bankrupt.com/misc/sdny09-15008.pdf

The meeting of creditors of Escada US pursuant to Section 341 of
the Bankruptcy Code has been scheduled for Thursday, September 24,
2009 at 3:00 p.m. (EST).  All creditors are invited, but not
required, to attend.  This Meeting of Creditors offers the one
opportunity in a bankruptcy proceeding for creditors to question a
responsible office of the Debtor under oath about the company's
financial affairs and operations that would be of interest to the
general body of creditors.

Within the next 30 days, Escada US expects cash receipts to be
US$6,082,058 and cash disbursements at US$7,068,562 for a net cash
deficit of US$986,504.  Escada US expects to pay employees a total
of US$726,000 and officers a total of US$156,000 within the next
30 days.

                       Road to Bankruptcy

ESCADA Group suffered a net loss of approximately US$130 million
in the six months ended April 30, 2009, and a net loss of
US$99.5 million in the fiscal year ended October 31, 2008, Escada
US suffered a net loss of approximately US$22.6 million in the six
months ended April 30, 2009, and a net loss of US$23.97 million in
the fiscal year ended October 31, 2008.

These losses were due primarily to the sharp declines in sales of
the Escada Group's products over the past two years, due in part
to lower than expected market acceptance of the Escada Group's
collections in recent fiscal years and weaker demand for luxury
apparel resulting from the deep recession in the Escada Group's
key markets.

In December 2008, Escada Group launched a restructuring plan
involved in refocusing operations on the ESCADA brand, reducing
costs and improving the liquidity position for the Escada Group.
In addition, other measures to improve liquidity were taken
generating a total of approximately EUR42 million (US$60 million)
in cash, including sales of property owned by Escada AG and
certain subsidiaries, the amendment of Escada US's lease for its
flagship store on New York's Fifth Avenue, the sale of certain
receivables of ESCADA AG and the sale of certain trademarks and
future receivables.

As a material part of the restructuring effort to decrease
indebtedness and increase liquidity, in June 2009, Escada AG
launched an offer to exchange EUR200 million in senior notes for
(a) 10% Senior Secured Cash-Pay Notes due 2014, (b) 17.5% Senior
Secured PIK Notes due 2016, (c) 10 shares of Escada AG per
approximately EUR1,000 (US$1,416) of debt tendered and (d) certain
cash consideration.  The exchange offer expired August 11, 2009
with Escada AG failing to obtain the minimum tender condition of
at least 80% of the aggregate principal amount of senior notes.
This derailed a plan to obtain to issue new shares to raise at
least EUR29 million, and a Dec. 31, 2009 extension to a
EUR13 million existing guarantee facility.

Following the opening of preliminary insolvency proceedings of
ESCADA AG, Aschheim / Germany, on August 13, 2009, its wholly
owned US subsidiary ESCADA (USA) Inc., today filed a voluntary
petition seeking relief under chapter 11 of the Bankruptcy Code
with the United States Bankruptcy Court for the Southern District
of New York.

"The Chapter 11 filing is intended to be seamless to ESCADA's
customers, who will continue to enjoy shopping in ESCADA stores
and purchasing ESCADA merchandise at luxury department stores in
the United States.  ESCADA's employees and management team remain
focused on providing its customers with luxury women's apparel and
fashion accessories consistent with the exceptional service and
attention expected.  ESCADA plans to promptly obtain bankruptcy
court authority to continue honoring customer programs, and paying
vendors and employees in the ordinary course of business," the
Company said in a statement.

"The global financial crisis caused a steep decline in demand for
luxury apparel and has had a negative impact on ESCADA Group's
liquidity and its ability to execute an out-of-court restructuring
of its obligations.  The commencement of insolvency proceedings in
Germany and the relief and protection afforded by Chapter 11 will
allow ESCADA to continue serving its customers while at the same
time allowing it to stabilize its business.  The filing is a
proactive step.  ESCADA intends to proceed quickly and emerge from
the proceedings with greater flexibility as a result of an
improved balance sheet.

ESCADA is restructuring its entities in the U.S., the U.K., Japan,
and Hong Kong.

Escada follows German companies including 128-year-old retailer
Arcandor AG and porcelain maker Rosenthal AG into bankruptcy.
More than 2,200 workers are affected by the collapse of what was
once the world's largest maker of women's fashion, says Bloomberg
News.

                       About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009 the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.


ESCADA (USA) INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Escada (USA) Inc.
        aka ESCADA Company Stores
        aka ESCADA The Americas
        aka ESCADA Sport
        aka ESCADA Retail Inc.
        aka ESCADA (USA) Retail Inc.
        1412 Broadway
        New York, NY 10018

Bankruptcy Case No.: 09-15008

Type of Business: The Debtor owns a fashion house offering
                  coordinated apparel, accessories and fragrance
                  collections for day, weekend, evening and sport.

                  See http://www.escada.com/

Chapter 11 Petition Date: August 14, 2009

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Gerald C. Bender, Esq.
                  gbender@omm.com
                  Shannon Lowry Nagle, Esq.
                  snagle@omm.com
                  O'Melveny & Myers LLP
                  Times Square Tower
                  7 Times Square
                  New York, NY 10036
                  Tel: (212) 326-2000
                  Fax: (212) 326-2061

Claims and Noticing Agent: Kurtzman Carson Consultants LLC
                           2335 Alaska Avenue
                           El Segundo, CA 90245

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York           Guaranty          EUR200,000,000
One Canada Square                                $285,700,000
London EI4 5AL
United Kingdom
Tel: 44-020-7964-8790
Fax: 44-020-7964-2336

Bayerische Hypo-und            Guaranty          EUR13,000,000
Vereinsbank, as Agent                            $18,400,000
HVB Banque
Luxembourg Societe
Anonyme $ 18,400,000.003
4, rue Alphonse
Weicker
L-272 1 Luxembourg
Tel: 089/378-3 1773
Fax: 089/378-31885

U.S. Customs and Border        Trade             $13,711,412
Protection
Building 77
Jamaica , NY 11430
Tel: (718) 487-5110

Deutsche Bank AG                                 EUR3,500,000
60 Wall Street, 25th Fl.                         $4,840,950
New York, NY 10005
Tel: (212) 250-9639
Fax: 797-4420

United Healthcare              Trade             $177,566

Retail Portfolio Solutions     Trade             $25,000

Century Direct                 Trade             $20,000

ACR Paper Products             Trade             $19,000

Gruen Associates               Trade             $15,409

UPS Supply Chain Solutions     Trade             $12,179

One Stop Facilities            Trade             $11,259
Maintenance Corp.

Roth Bros, Inc.                Trade             $8,533

Schaeffer Trans, Inc.          Trade             $7,892

Carlos E. Florat               Trade             $6,250

Specialty Transport Solutions  Trade             $5,280

Mangia                         Trade             $4,818

Savino Del Bene USA, Inc.      Trade             $4,691

Gibson Dunn & Crutcher LLP     Trade             $3,909

Atmosphere Group F12           Trade             $3,412

A-llntemational, Inc.          Trade             $3,313

The petition was signed by Christian D. Marquez, EVP, chief
financial officer, and treasurer.


FANNIE MAE: 77,876 Loans in July in Obama's Fannie/Freddie Program
------------------------------------------------------------------
Fannie Mae and Freddie Mac refinanced more than 2.9 million
mortgage loans in 2009 through July of this year.  Since the
inception of the Making Home Affordable Refinance Program in
April, Fannie Mae and Freddie Mac refinanced almost 1.9 million
mortgage loans through July.  The numbers were announced August 13
by James B. Lockhart, Director of the Federal Housing Finance
Agency, in the first monthly report on Enterprises' refinance
volumes and the Administration's Making Home Affordable Refinance
Program.

"This report shows that more than 190,000 homeowners that are
current in their mortgage payments have been assisted through the
GSE streamlined refinance process," said Mr. Lockhart.

"Borrowers refinancing their loans are enjoying significant
interest rate reductions refinancing through the GSE streamlined
refinance process with an average rate reduction of 1.3 percent.
Importantly, over 60,000 borrowers with mortgage loans that exceed
80 percent of the house value up to 105 percent have been
refinanced. We are now seeing significant results from the
HARP and the Home Affordable Modification Program (HAMP), but much
more work needs to be done.  I commend the Fannie Mae and Freddie
Mac teams for helping drive this effort."

Under HARP, borrowers whose loan-to-value (LTV) ratio is above 80
percent up to 105 percent are able to refinance without added
mortgage insurance requirements, a previous key barrier to
refinancing.

Through July, Fannie Mae had refinanced 1.7 million loans. Of that
total, approximately 138,000 loans were refinanced under the
company's DU Refi Plus and Refi Plus flexibilities that were put
in place to support the HARP. Approximately 32,000 of the loans
refinanced through July had LTVs above 80 percent up to 105
percent.

Freddie Mac refinanced 1.2 million loans through July.  Of that
total, approximately 53,000 loans were refinanced under the
company's Relief Refinance program that was put in place to
support HARP.  Freddie Mac had refinanced approximately 29,000
loans with LTVs above 80 percent up to 105 percent.

The Federal Housing Finance Agency recently announced the
expansion of HARP to allow borrowers with LTVs up to 125 percent
to participate.  Fannie Mae will begin accepting deliveries of
refinanced loans with LTVs over 105 percent up to 125 percent as
of September 1.

Freddie Mac will begin accepting deliveries of these loans on
October 1.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

As of March 31, 2009, Fannie Mae had $919,638,000,000 in total
assets and $938,567,000,000 in total liabilities, resulting in
Fannie Mae stockholders' deficit of $19,066,000,000.  At March 31,
2009, Fannie Mae had $137,000,000 in non-controlling interest,
resulting in total deficit of $18,929,000,000.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government-sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FAIRPOINT COMMS: Posts $17.82MM Q2 Loss, Hints Possible Bankr.
--------------------------------------------------------------
FairPoint Communications, Inc., has released its financial results
for the three and six months ended June 30, 2009.

FairPoint reported $17.82 million net loss in the quarter ended
June 30, 2009, compared with a $23.11 million net income in the
same period last year.  The Company reported $26.60 million net
loss in the six months ended June 30, 2009, compared with a
$32.66 million net income in the same period last year.

"Operationally, we continued to make steady progress during the
second quarter," stated David Hauser, Chairman and CEO of
FairPoint.  "The issues experienced with the systems cutover are
continuing to improve and most of them are behind us.  Going
forward, we will be focusing on three primary areas: improving
customer service, growing business and broadband revenue and
reducing costs."

"Financially, while we were pleased with the successful completion
of the exchange offer with our bondholders in July, this
represented only the first step in a more comprehensive debt
restructuring.  While the exchange offer provides us with
additional time, we remain fully committed to permanently
deleveraging our current capital structure.  Once completed, we
will be able to focus all of our attention toward profitably
growing the business," concluded Mr. Hauser.

Second Quarter Results

Revenue for the second quarter of 2009 totaled $299.6 million, a
decline of $12.0 million, or 3.9%, compared to the first quarter
of 2009 reflecting the continued decrease in access line
equivalents and the weak economic environment.  Operating
expenses, excluding depreciation, for the second quarter of 2009
totaled $220.7 million, a decline of $16.9 million, or 7.1%,
compared to the first quarter of 2009.  Cutover related costs
totaled $8.7 million in the second quarter of 2009, a decline of
$26.6 million from the first quarter which included costs under
the transition services agreement with Verizon.  Excluding cutover
related costs, operating expenses increased by $9.7 million in the
second quarter of 2009.

Adjusted EBITDA totaled $99.9 million for the three months ended
June 30, 2009, compared with $123.2 million for the first quarter
of 2009.  The decline in Adjusted EBITDA primarily reflects the
reduced level of revenue and higher operating expenses incurred
for services that were previously covered under the transition
services agreement with Verizon, as well as higher bad debt
expenses and costs related to the exchange offer.

Operating Metrics

Total access line equivalents were 1,650,372 at June 30, 2009,
compared with 1,820,307 at June 30, 2008, a decline of 9.3%.
During the second quarter, total access line equivalents declined
by 3.0% compared with a decline of 1.6% during the first quarter
of 2009 (normalizing for a previously reported one-time first
quarter adjustment to access lines identified during the systems
cutover).

HSD subscribers totaled 296,107 as of June 30, 2009, a decrease of
1.6% compared with 300,882 at March 31, 2009 and an increase of
0.6% compared with 294,412 at June 30, 2008.  HSD subscribers
increased by 3.4% in Legacy FairPoint during the second quarter,
while declining by 3.3% in the northern New England operations.
We believe the decline in northern New England reflects the
absence of promotional activity during the first half of 2009 as a
result of cutover related issues.  Total HSD penetration was 21.9%
as of June 30, 2009, compared with 21.5% at March 31, 2009, and
19.3% at June 30, 2008.

Long distance subscribers totaled 605,468 at June 30, 2009, down
2.9% from 623,497 as of March 31, 2009, and down 7.8% compared
with a year ago.  Long distance penetration was 44.7% at June 30,
2009, compared with 44.5% as of March 31, 2009, and 43.0% a year
ago.

Cash Flow and Liquidity

For the six months ended June 30, 2009, operating cash flow
totaled $28.1 million.  Cash flow from operations for the first
six months of 2009 was negatively impacted by $43.9 million of
expenses related to the systems cutover activities and an increase
in accounts receivable, before allowance for uncollectibles, of
$29.1 million, largely resulting from cutover related issues.
Excluding the impact of these cutover related items, cash flow
from operations would have been $101.1 million.  The Company also
made cash interest payments totaling $107.3 million during the six
months ended June 30, 2009 which reduced cash flow from
operations. Capital expenditures totaled $90.5 million for the
first half of 2009.

During the second quarter, the Company repurchased $12.0 million
aggregate principal amount of its senior notes for $4.2 million in
cash.

The Company has a highly leveraged capital structure and has
essentially fully drawn all borrowings available under its credit
facility.  In the future, the Company expects that the primary
sources of liquidity will be cash flow from operations and cash on
hand. Because of systems cutover issues that have prevented the
Company from executing fully on its operating plan for 2009,
revenue has continued to decline.  In addition, cash collections
have remained below pre-cutover levels and the Company has
incurred significant incremental costs as a result of the cutover
issues in its northern New England operations, causing further
stress on the Company's liquidity position.

Cash and cash equivalents at June 30, 2009, totaled $81.0 million
and $2.4 million remained available under the Company's revolving
credit facility.  As of June 30, 2009, after giving effect to the
conversion of a portion of the Company's cash interest expense to
non-cash as a result of the exchange offer, the Company was in
compliance with all of the financial covenants contained in its
credit facility.

The Company currently believes that the reduction in its cash
interest expense resulting from the consummation of the exchange
offer may not be sufficient to prevent a breach of the interest
coverage ratio maintenance covenant for the measurement period
ending September 30, 2009.  In addition, the Company currently
expects that it may exceed the leverage ratio maintenance covenant
limit contained in its credit facility as early as the measurement
period ending September 30, 2009.  As a result, the Company has
initiated discussions with its bondholders regarding a more
comprehensive and permanent restructuring of its current capital
structure to reduce its indebtedness and debt service obligations.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

The Company's financial statements are available at:

                http://ResearchArchives.com/t/s?41de

FairPoint Communications CEO David Hauser said in a filing with
the U.S. Securities and Exchange Commission, "Now turning to our
operating results for the second quarter, which continued to be
impacted by the issues related to the systems cutover as well as
the weak economic environment.  The rate of decline in access line
equivalent increased to 3% in the second quarter compared with a
1.6% decline in the first quarter.  While we are certainly
disappointed with these results, the good news is that our
internal analysis is indicating that the actual number of gross
disconnects is well below the levels experienced over the past
several quarters.

"We believe this is reflective, at least in part, of the lack of
promotional activity and as a result we have not added as many new
customers as we have in the past.  Once our marketing campaigns
are fully in place we believe that we can meaningfully reduce the
declining trend in our overall access lines.

"Adjusted EBITDA was $99.9 million for the quarter compared to
$123.2 million in the first quarter.  The decrease reflects both
the continued reduction in revenue as well as an increase in
certain of our operating costs.  I will go into that in more
detail in a few moments.

"Now the exchange offer and restructuring.  In July, we
successfully completed an exchange offer in which nearly 83% of
our outstanding senior notes were tendered.  This exchange offer,
among other things, allows us to issue new notes as payment for
interest during the second and third quarters of this year.  This
will reduce our cash interest expense for the second and third
quarters of 2009 by approximately $28.8 million.

"While we were pleased with the successful completion of the
exchange offer, this represented only a first step in a more
comprehensive debt restructuring.  We have initiated discussions
with our bondholders regarding a second step, which will likely
involve a complete equitization of our senior notes.  This step
will result in a permanent reduction in our indebtedness and our
ongoing debt service obligations.  Once completed, we will be able
to focus all of our attention towards profitability and growing
the business in the future.

"That said, I expect that these will be difficult negotiations and
consequently, we cannot be sure that we will reach a satisfactory
agreement with the senior bondholders.  If we are not successful
in these negotiations, and if we do fall out of compliance with
the covenants in our bank credit facility, it is possible that we
will need to file for protection under Chapter 11 of the
Bankruptcy Code.

"So let me conclude my comments by leaving you with a few final
thoughts.  First I firmly believe there are opportunities, both on
the revenue side to grow the business and through cost reductions,
to make FairPoint a vibrant company.  I would not have taken the
CEO role if I didn't believe that.

                About Fairpoint Communications

Fairpoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is a provider of communication
services to residential and business customers in rural and small
urban communities in the United States.  Its services include
traditional telephone services, as well as other services, such as
local and long distance voice, data, Internet, television, and
broadband enabled services.  FairPoint Communications is
headquartered in Charlotte, North Carolina.

As reported by the Troubled Company Reporter on August 5, 2009,
Standard & Poor's Ratings Services said it reassigned a 'CC'
corporate credit rating, with a negative outlook to Charlotte,
North Carolina-based incumbent local exchange carrier FairPoint
Communications Inc., from the previous 'SD'.  S&P also raised the
rating to 'C' from 'D' on the approximate $90 million of aggregate
principal amount remaining on the company's unsecured notes that
did not participate in its exchange offer.  The recovery rating on
the notes is '6', representing negligible (0%-10%) recovery
prospects in the event of a payment default.

According to the TCR on August 4, 2009, Fitch Ratings downgraded
FairPoint Communications, Inc.'s Issuer Default Rating to 'RD'
from 'C'.  Fitch's downgrade reflects the company's July 30, 2009
announcement of the successful consummation of a private exchange
offer of approximately $458 million of 13.25% senior notes due
April 2, 2018 (New Notes) for approximately $440 million, or
approximately 83%, of its 13.125% senior notes due April 1, 2018
(Old Notes), of which there was approximately $531.1 million
outstanding.  In Fitch's view, the exchange has elements of a
coercive debt exchange under Fitch's policy.  Under the policy,
the IDR is being downgraded to 'RD' before the rating is raised to
reflect the company's prospects.


FORD MOTOR: Boosts Production Plans for Rest of 2009
----------------------------------------------------
Jeff Bennett at The Wall Street Journal reports that Ford Motor
Co. has increased production plans for the rest of the year.

For the third quarter 2009, Ford will increase production to
495,000 new vehicles, mainly due to the demand for the Ford Focus
and Escape, The Journal states.

According to The Journal, Ford will build 6,000 more Focus
vehicles during the third quarter -- 18% higher than the same
period a year earlier -- through overtime and Saturday shifts.
Ford said that it will also build 570,000 vehicles in the fourth
quarter, about 33% above the year-earlier levels and 15% higher
than planned third-quarter output, The Journal relates.

The Journal notes that clunkers program, which provides consumers
as much as $4,500 to trade in their old vehicles and buy new, more
fuel-efficient models, has created an unexpected demand among car
buyers.  The clunkers program could generate as much as 750,000 in
new vehicle sales for the industry, The Journal says, citing
Ford's chief economist, Ellen Hughes-Cromwick.

The Department of Transportation, according to The Journal, a
total of 338,659 vehicle sales qualified for the clunkers program
as of Thursday morning.  The Journal notes that more than
$1.42 billion of the $3 billion allocated for the program has been
spent.  Ms. Hughes-Cromwick said that the program could run out of
money within the next three weeks, The Journal states.

The Journal reports that Ford's European executives said that they
are negotiating with different governments to continue similar
clunkers programs.  Russia said on Wednesday that it too will
start a "scrappage offer", The Journal relates.

Ford sales chief George Pipas said that he doesn't think Ford will
be left with too much inventory once the program ends, according
to The Journal.

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.


FRASER PAPERS: Proofs of Claim Due by Sept. 30, 2009
----------------------------------------------------
The Superior Court of Justice of Ontario has directed
PricewaterhouseCoopers Inc., the Court-appointed Monitor of the
Companies' Creditors Arrangement Act proceedings involving Fraser
Papers Inc., FPS Canada Inc., Fraser Papers Holdings Inc. Fraser
Timber Ltd., Fraser Papers Limited and Fraser N.H. LLC, to send
Proof of Claim Document Packages to all Known Creditors as part of
the Court-approved claims process.

The Claims Order, the Proof of Claim Document Package, additional
Proof of Claim forms and related materials are available on the
Monitor's Web site at http://www.pwc.com/car-fraserpapersor by
contacting:

         Ms. Mona Law
         PricewaterhouseCoopers Inc.
         Monitor of Fraser Papers Inc., et al.
         77 King Street West, Suite 3000
         Royal Trust Tower, TD Centre
         P.O. Box 82
         Toronto, ON M5K 1G8 CANADA
         Telephone: 877-332-1688
         Fax: 416-814-3219
         E-mail: FPclaims@ca.pwc.com

Any person who believes that they have a Claim against any of the
CCAA Parties or their former or current Directors that existed as
at the date of June 18, 2009, must send a Proof of Claim to the
Monitor to be received before 5:00 p.m. (Eastern Standard Time) on
September 30, 2009.

Any person who believes that they have a Restructuring Claim
against any of the CCAA Parties or Directors arising out of the
restructuring, repudiation or termination after June 18, 2009, of
any contract, lease or other agreement, whether oral or written,
by any of the Applicants must send a Proof of Claim to the Monitor
to be received before 5:00 p.m. (Eastern Standard Time) on the
date which is the earlier of 30 calendar days after the event
giving rise to the Restructuring Claim or seven calendar days
prior to the date fixed by the Court for voting on a Plan.

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FREDDIE MAC: 77,876 Loans July in Obama's Fannie/Freddie Program
----------------------------------------------------------------
Fannie Mae and Freddie Mac refinanced more than 2.9 million
mortgage loans in 2009 through July of this year.  Since the
inception of the Making Home Affordable Refinance Program in
April, Fannie Mae and Freddie Mac refinanced almost 1.9 million
mortgage loans through July.  The numbers were announced August 13
by James B. Lockhart, Director of the Federal Housing Finance
Agency, in the first monthly report on Enterprises' refinance
volumes and the Administration's Making Home Affordable Refinance
Program.

"This report shows that more than 190,000 homeowners that are
current in their mortgage payments have been assisted through the
GSE streamlined refinance process," said Mr. Lockhart.

"Borrowers refinancing their loans are enjoying significant
interest rate reductions refinancing through the GSE streamlined
refinance process with an average rate reduction of 1.3 percent.
Importantly, over 60,000 borrowers with mortgage loans that exceed
80 percent of the house value up to 105 percent have been
refinanced. We are now seeing significant results from the
HARP and the Home Affordable Modification Program (HAMP), but much
more work needs to be done.  I commend the Fannie Mae and Freddie
Mac teams for helping drive this effort."

Under HARP, borrowers whose loan-to-value (LTV) ratio is above 80
percent up to 105 percent are able to refinance without added
mortgage insurance requirements, a previous key barrier to
refinancing.

Through July, Fannie Mae had refinanced 1.7 million loans.  Of
that total, approximately 138,000 loans were refinanced under the
company's DU Refi Plus and Refi Plus flexibilities that were put
in place to support the HARP. Approximately 32,000 of the loans
refinanced through July had LTVs above 80 percent up to 105
percent.

Freddie Mac refinanced 1.2 million loans through July.  Of that
total, approximately 53,000 loans were refinanced under the
company's Relief Refinance program that was put in place to
support HARP.  Freddie Mac had refinanced approximately 29,000
loans with LTVs above 80 percent up to 105 percent.

The Federal Housing Finance Agency recently announced the
expansion of HARP to allow borrowers with LTVs up to 125 percent
to participate.  Fannie Mae will begin accepting deliveries of
refinanced loans with LTVs over 105 percent up to 125 percent as
of September 1.

Freddie Mac will begin accepting deliveries of these loans on
October 1.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FRONTIER AIRLINES: Expects to Exit Bankruptcy Protection Sept. 17
-----------------------------------------------------------------
Bloomberg News reported that Frontier Airlines expects to exit
bankruptcy protection on September 17.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. has been declared the winning bidder in the auction to
acquire Frontier, beating Southwest Airlines.  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
prior to the auction.

Frontier said Republic submitted the highest and best bid at the
auction, which included Republic waiving distributions on its $150
million prepetition unsecured claim, which is expected to result
in a 94% increase in the distribution to Frontier's general
unsecured creditors.

The Chapter 11 plan sent to creditors for voting was built upon
the sale of the Debtors' assets to Republic or to the winning
bidder at the auction.

Meanwhile, Frontier Airlines Holdings said it will not be able to
timely file its Quarterly Report on Form 10-Q for the three months
ended June 30, 2009.  It says that the Quarterly Report won't be
filed on time because of its pending Chapter 11 cases.

                 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: Seniority Issues Doomed Southwest's Bid
----------------------------------------------------------
Capt. Carl Kuwitzky, president for the Southwest Airlines Pilots
Association, said, "It appears, as we suspected, that the lack of
an agreement between the two pilots unions on an integration plan
caused the court to not deem the Southwest Airlines bid as
qualified.  However, it should be noted that Frontier also said
that Republic's bid was the 'highest and best.'  So it wasn't
solely about labor."

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. has been declared the winning bidder in the auction to
acquire Frontier, beating Southwest Airlines.  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
prior to the auction.

Frontier said Republic submitted the highest and best bid at the
auction, which included Republic waiving 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

Southwest said that in the August 13 auction, it was not willing
to remove the need for the two Pilot Unions to reach agreement.
Southwest said, "culture and relationships with its employees are
too important to compromise."  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 would
work together.  Despite a good faith and diligent effort by all
involved, including the top leadership of 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.

"We felt [Frontier Pilots] would have been a good fit for our
culture and operation.  The offer that we presented FAPA
representatives on Wednesday night addressed three of their four
stated needs; allowing pay protections for their pilots which
would have given roughly a 40 percent raise for their First
Officers, providing domicile protection for their Denver-based
pilots, and guaranteeing that all of their 650+ pilots would be
placed on our seniority list including their furloughed pilots,"
SWAPA's Mr. Kuwitzky said in the union's August 14 statement.

"While they chose to not entertain placing their seniority list
below ours, we felt protecting their pay and home domicile while
providing a job security was an extremely fair offer.  In the end,
the Frontier bankruptcy lawyers allowed only a few hours to
negotiate an integration agreement that historically takes months
or years to accomplish," Mr. Kuwitzky added.

Southwest Airlines, according to SWAPA, chose to include a labor
contingency in their bid for Frontier Airlines.  That contingency
guaranteed no drawn-out labor integration battle that is seen in
so many other mergers and acquisitions.

                 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: Greater Orlando Wants Set Off of Mutual Debts
----------------------------------------------------------------
Prior to the Petition Date, Frontier Airlines Holdings Inc. and
Greater Orlando Aviation Authority, a public body existing under
the laws of the State of Florida charged with operating the
Orlando International Airport, entered into a Space/Use Agreement
and an accompanying Non-Signatory Operating Agreement relating to
the Airport.

The Debtors have used the Airport's facilities in the operation
of their businesses by, among other things:

  -- causing passenger aircraft to land and take off from the
     Airport;

  -- using the Airport's terminal space, including gates,
     offices, baggage and ramp areas;

  -- using non-terminal space, including cargo area and aircraft
     parking spaces; and

  -- using the Airport's common use baggage handling equipment
     and check-in equipment.

According to Richard S. Kanowitz, Esq., at Cooley Godward Kronish
LLP, in New York, the Debtors owe GOAA not less than $172,513 for
services provided by GOAA pursuant to the Operating Agreement.
Pursuant to the Operating Agreement, the Debtors are required to
provide GOAA with a bond to guarantee the payment of amounts that
may come due under the Agreement.  The amount of the bond
submitted to GOAA by the Debtor prepetition is $62,849.

By this motion, GOAA asks the Court to lift the automatic stay
imposed by Sections 553 and 362 of the Bankruptcy Code to allow
set-off of the mutual obligations.

"The right of set-off allows entities that owe each other money
to apply their mutual debts against each other, thereby avoiding
'the absurdity of making A pay B when B owes A.'," Mr. Kanowitz
contends, citing Citizens Bank of Maryland v. Stumpf, 516 U.S.
16, 18, 116 S.Ct. 286, 289, 133 L.Ed.2d 258 (1995).  The right of
setoff is preserved in bankruptcy by Section 553 of the
Bankruptcy Code.

Mr. Kanowitz points out that lifting the Stay to permit the Set-
off will not prejudice the Debtors, as it will aid them in their
efforts to emerge from their Chapter 11 cases.

Judge Drain will convene a hearing on, August 26, 2009, to
consider the request.  Objections, if any, must be filed by
August 21.

                 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 INSURANCE: Rehabilitator Asks Court to Set Bar Date
------------------------------------------------------------
On July 21, 2009, Kermit J. Brooks, acting superintendent of the
Insurance of the State of New York, as rehabilitator of Frontier
Insurance Company, filed a verified petition with the Supreme
Court of the State of New York, County of Albany, to establish:

  (a) a Terramar Notice Date as the last date on which a notice
      regarding any insurance policy or insurance or reinsurance
      contract issued by Terramar Insurance Company, Terramar
      Insurance Agency, Advanced Risk International, Ltd. or
      Terramar General Agency may be submitted to the
      rehabilitator;

  (b) a bond bar date as the last date on which a notice
      regarding any bond issued by the Company, including any
      surety bond or other bond or guaranty identified in New York
      Insurance Law Sections 1113(16) or 6801, may be filed with
      the rehabilitator; and

  (c) a bond cutoff date after which Frontier will be longer incur
      liability for future occurrences under its bonds, helping to
      remove an important cause of Frontier's insolvency.

According to the rehabilitator, Terramar was an insurance agency
operating in Houston, Texas, which was affiliated with Frontier
through common ownership, and that Terramar ceased operations in
February 2001, providing Frontier with limited explanation or
documentation of its business activities.

The rehabilitator requests that the Terramar Notice Date and the
bond bar date be established 120 days after entry of the Court's
order granting the petition, and the bond cutoff date be
established 60 days before the bond bar date.

In its verified petition, the rehabilitator said that Terramar
sold Frontier policies and insurance contracts, but Frontier
possesses few records relating to such policies and contracts and
so cannot, at present, identify or quantify its liabilities, as it
must in order to formulate a plan.  To quantify its Terramar
liabilities, the rehabilitator must gather information regarding
the Terramar Policies and cut off liabilities for any Terramar
Policies that are not disclosed.

Likewise the rehabilitator also lacks information concerning
Frontier's obligations under bonds and so cannot identify the
universe of potential bond claimants or quantify its bond
liabilities.

Objections to the petition with supporting documentation must be
served upon the rehabilitators no later that the October 2, 2009.
Service on the rehabilitator must be made by first class mail at:

     The Superintendent of Insurance of the State of New York as
     Rehabilitator of Frontier Insurance Company
     123 William Street
     New York, NY 10038-3889
     (Attention: Andrew J. Lorin, Esq.)

The Liquidator has posted the petition on its Web site:

     http://www.nylb.org/Frontier.htm

Frontier Insurance Company is a property and casualty insurer
domiciled in the State of New York. The company was placed in
rehabilitation and the New York Superintendent of Insurance was
appointed as Rehabilitator on October 15, 2001, by order of the
Supreme Court of the State of New York, New York County.

Since 2001, Frontier has settled roughly 12,000 claims, paid
roughly $750 million in losses, and reduced its insolvency on a
statutory accounting basis from an estimated $170 million in 2001
to $90.6 million as of December 31, 2008.


GENERAL GROWTH: NY Comptroller Wants Adequate Protection
--------------------------------------------------------
In mid-July 2009, Debtor GGP Limited Partnership is expected to
receive a quarterly distribution from non-debtor GGP/Homart II,
L.L.C., in the approximate amount of $12 million.  The Debtor and
the New York Common Retirement Fund each own 50% of the
membership interests in Homart II.  The anticipated distribution
to the Debtor from Homart II represents cash collateral pledged
by the Debtor to CRF to secure the Debtor's obligation to CRF in
the outstanding principal amount of $245,115,000 as of the
Petition Date, which is growing with the accrual of postpetition
interest, attorneys' fees and other expenses.

In April 2009, the Debtor received a distribution from Homart II
in the amount of $11,918,578, which also represents collateral
pledged to CRF.  Despite its receipt of the large sum, the
Debtor, according to CRF, decided not to pay CRF a quarterly
interest payment on the Note in the amount of $3,727,109 that
otherwise would have been due on June 1, 2009, but for the
Debtor's bankruptcy filing.

The Debtor, alleges Andrew C. Gold, Esq., at Herrick, Feinstein
LLP, in New York, apparently intends to continue to collect and
expend the anticipated mid-July 2009 distribution and future
distributions from Homart II without providing any adequate
protection to CRF.

By this motion, the Comptroller of the State of New York as
Trustee of CRF, asks the Court to compel the Debtor to provide,
as adequate protection of CRF's security interest in the
distribution from Homart II:

  (a) $3,727,109 immediately after entry of an order granting
      the motion, and going forward, the amount of quarterly
      payments that would have been due under the Note at the
      non-default rate, had the Note not been accelerated by the
      Debtors' bankruptcy filing, when those payments would have
      been due;

  (b) reimbursement of all costs of collection, including
      reasonable attorneys' fees;

  (c) administrative priority status under Section 503(b)(1)(A)
      of the Bankruptcy Code of all amounts owed to CRF;

  (d) first priority replacement liens, to the extent of any
      diminution in value of CRF's collateral following the
      Petition Date, on any and all assets or property that the
      Debtor may acquire or receive after the Petition Date; and

  (e) replacement lien on the funds and cash collateral to be
      deposited in a segregated account solely for those funds.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Proposes Calvo & Clark for Calif. Tax Case
----------------------------------------------------------
Since 2007, Calvo & Clark LLP has jointly represented Debtor
Bakersfield Mall, LLC, along with Silverstein & Pomerantz LLP, in
pursuing claims and litigation against the California Franchise
Tax Board and in challenging the constitutionality of the limited
liability company fee, which California levies pursuant to
Section 17942 of the California Revenue & Tax Code.  Under the
terms and conditions of a Joint Representation Agreement, dated
August 10, 2005, Calvo & Clark and Silverstein & Pomerantz agreed
to jointly represent Bakersfield Mall in an action challenging
the LLC Fee and to share equally in any attorney's fees recovered
with respect to Bakersfield Mall.

By this application, the Debtors seek the Court's authority to
employ, nunc pro tunc to the Petition Date, Calvo & Clark as
special litigation counsel in connection with the California Tax
Litigation.

In connection with the California Tax Litigation, Calvo & Clark
has agreed to:

  (a) Assist in the preparation of administrative filings,
      including protests and claims for refund, necessary to
      preserve the Bakersfield Mall's rights to a refund;

  (b) Represent Bakersfield Mall when it becomes necessary to
      file a tax refund lawsuit in the California Superior
      Court, including filing all necessary documents, appearing
      in trial court and, if necessary, representing Bakersfield
      Mall on appeal; and

  (c) Represent Bakersfield Mall in independent or related
      matters that might arise, subject to Bakersfield Mall and
      Calvo & Clark entering into a new agreement.

The Debtors have agreed to pay Calvo & Clark and Silverstein &
Pomerantz 15% of General Growth Properties, Inc.'s and
Bakersfield Mall's total savings and refunds for all years ending
on or before the date that the outcome in the California Tax
Litigation becomes final.  If there is no award or recovery of
fees or costs, Bakersfield Mall will not be liable for attorneys'
fees or costs, unless Bakersfield Mall discharges Calvo & Clark
or Silverstein & Pomerantz without cause.

In accordance with the terms and conditions of the Joint
Representation Agreement, Calvo & Clark and Silverstein &
Pomerantz will share equally in any recovery, after satisfying
all costs, in connection with Bakersfield Mall or any client
engaged subsequent to the execution date of the Joint
Representation Agreement in any matter related to the California
Tax Litigation.  Calvo & Clark has not shared or agreed to share
any of its compensation in connection with this matter with any
other non-affiliated person.

Arne D. Wagner, Esq., a partner at Calvo & Clark LLP, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code, and does not
represent any interest adverse to the Debtors or their estates.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Proposes Silverstein for Calif. Tax Issues
----------------------------------------------------------
General Growth Properties Inc. and its affiliates seek the Court's
authority to employ Silverstein & Pomerantz LLP, nunc pro tunc to
the Petition Date, to represent the Debtors in a litigation
involving California tax issues.

Silvertein & Pomerantz and Calvo & Clark LLP will jointly
represent the Debtors in the California Tax Litigation.

As special litigation counsel, Siverstein & Pomerantz has agreed
to:

  (a) Assist in the preparation of administrative filings,
      including protests and claims for refund, necessary to
      preserve the Debtors' rights to a refund;

  (b) Represent the Debtors when it becomes necessary to file a
      tax refund lawsuit in the California Superior Court,
      including filing all necessary documents, appearing in
      trial court and, if necessary, representing the Debtors on
      appeal; and

  (c) Represent the Debtors in independent or related matters
      that might arise, subject to the Debtors and Silverstein &
      Pomerantz entering into a new agreement.

The Debtors have agreed to pay Silverstein & Pomerantz:

  (a) $3,000 toward the legal fees and expenses incurred by
      Silverstein & Pomerantz in the California Tax Litigation,
      which will be deposited in a client trust account and
      withdrawn only as Silverstein & Pomerantz earns fees based
      on its normal hourly billing rates and pays fees, costs or
      expenses incurred in connection with the California Tax
      Litigation; and

  (b) 15% of the Debtors' total savings and refunds for all
      years ending on or before the date that the outcome in
      the California Tax Litigation becomes final.  Except to
      the extent of the $3,000 retainer, the Debtors are not
      obligated to reimburse Silverstein & Pomerantz for any
      costs or expenses incurred in connection with performing
      the services described in the Engagement Letter.

Silverstein & Pomerantz's normal hourly billing rates are:

    Partner            $400
    Associate          $250
    Paralegal          $125

In accordance with the terms and conditions of the Joint
Representation Agreement, Silverstein & Pomerantz and Calvo &
Clark will share equally in any recovery, after satisfying all
costs, in connection with Bakersfield Mall or any client engaged
subsequent to the execution date of the Joint Representation
Agreement in any matter related to the California Tax Litigation.
Silverstein & Pomerantz has not shared or agreed to share any of
its compensation in connection with this matter with any other
non-affiliated person.

Amy L. Silverstein, Esq., a partner at Silverstein & Pomerantz
LLP, assures the Court that her firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code,
and does not represent any interest adverse to the Debtors or
their estates.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Second Quarter Report Filed With SEC
----------------------------------------------------
General Growth Properties, Inc., with the Securities and
Exchange Commission their financial results for the quarter ended
June 30, 2009, on Form 10-Q, a full-text copy of which is
accessible for free at http://ResearchArchives.com/t/s?419a

                  General Growth Properties, Inc.
                   Consolidated Balanced Sheets
                       As of March 31, 2009
                          (In thousands)

Assets:
Investment in real estate:
Land                                            $3,363,208,000
Buildings and equipment                         23,389,898,000
Less accumulated depreciation                   (4,548,134,000)
Developments in progress                           958,298,000
                                                ---------------
Net property and equipment                      23,163,270,000
Investment in and loans to/from Unconsolidated
Real Estate Affiliates                           1,932,356,000
Investment property and property held for
development and sale                             1,723,556,000
                                                ---------------
  Net investment and real estate                 26,819,182,000

Cash and cash equivalents                           622,844,000
Accounts and notes receivable, net                  396,252,000
Goodwill                                            211,540,000
Deferred expenses, net                              332,011,000
Prepaid expenses and other assets                   738,428,000
                                                ---------------
   Total assets                                 $29,120,257,000
                                                ===============

Liabilities and equity:
Mortgages, notes and loans payable               $3,040,250,000
Investment in and loans to/from Unconsolidated
Real Estate Affiliates                              32,282,000
Deferred tax liabilities                            860,378,000
Accounts payable and accrued expenses               967,423,000
                                                ---------------
  Liabilities not subject to compromise           4,900,333,000
Liabilities subject to compromise                22,393,495,000
                                                ---------------
  Total liabilities                              27,293,828,000

Equity:
Common stock                                         3,138,000
Additional paid-in capital                       3,792,212,000
Retained earnings (accumulated deficit)         (2,043,067,000)
Accumulated other comprehensive loss               (32,216,000)
Less common stock in treasury                      (76,752,000)
                                                ---------------
  Total stockholders' equity                      1,643,315,000

Noncontrolling interests in consolidated
  real estate affiliates                             24,188,000
                                                ---------------
Total equity                                     1,667,503,000
                                                ---------------
   Total liabilities and equity                 $29,120,257,000
                                                ===============

                   General Growth Properties, Inc.
                 Consolidated Statements of Cash Flows
                   Three Months Ended June 30, 2009
                           (In thousands)

Cash flows from operating activities:
Net (loss) income                                ($562,780,000)
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Equity in income of Unconsolidated Real
  Estate Affiliates                                 (23,877,000)
Provision for doubtful accounts                     19,179,000
Distributions received from Unconsolidated Real
  Estate Affiliates                                  20,605,000
Depreciation                                       365,636,000
Amortization                                        25,451,000
Amortization of deferred finance costs and debt
  market rate adjustments                            18,825,000
Non-cash interest expense on Exchangeable Senior
  Notes                                              13,449,000
Non-cash interest expense resulting from
  termination of interest rate swaps                (18,675,000)
Loss (gain) on dispositions                             55,000
Provisions for impairment                          413,480,000
Participation expense pursuant to Contingent Stock
  Agreement                                          (1,793,000)
Land/residential development and acquisitions
  expenditures                                      (29,811,000)
Cost of land sales                                  18,667,000
Straight-line rent amortization                    (18,694,000)
Amortization of intangibles other than in-place
  leases                                              1,308,000
Glendale Matter deposit                             67,054,000
Non-cash reorganization items                       31,176,000
Net changes:
  Accounts and notes receivable                     (11,537,000)
  Prepaid expenses and other assets                  (7,062,000)
  Deferred expenses                                 (16,408,000)
  Accounts payable and accrued expenses and
   deferred tax liabilities                         184,708,000
  Other, net                                          8,923,000
                                                   ------------
   Net cash provided by operating activities        497,879,000
                                                   ------------

Cash flows from investing activities:
Acquisitions/development of real estate and
property additions/improvements                   (127,584,000)
Proceeds from sales of investment properties         6,409,000
Increase in investments in Unconsolidated Real
Estate Affiliates                                  (76,067,000)
Distributions received from Unconsolidated Real
Estate Affiliates in excess of income               50,244,000
Loans from (to) Unconsolidated Real Estate
Affiliates, net                                     (9,666,000)
Decrease in restricted cash                         10,620,000
Other, net                                          (2,061,000)
                                                   ------------
Net cash used in investing activities              (148,105,000)
                                                   ------------

Cash flows from financing activities:
Proceeds from issuance of mortgages, notes and
loans payable                                                -
Proceeds from issuance of the DIP Facility         400,000,000
Principal payments on mortgages, notes and loans
payable                                           (295,406,000)
Deferred financing costs                            (2,176,000)
Cash distributions paid to common stockholders               -
Cash distributions paid to holders of Common Units    (625,000)
Cash distributions paid to holders of perpetual and
convertible preferred units                                  -
Proceeds from issuance of common stock, including
common stock plans                                      43,000
Other, net                                           2,241,000
                                                   ------------

Net cash (used in) provided by financing
  activities                                        104,077,000
                                                   ------------
Net change in cash and cash equivalents             453,851,000
Cash and cash equivalents at beginning of period    168,993,000
                                                   ------------
Cash and cash equivalents at end of period         $622,844,000
                                                   ============

                       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: Taps Grant Thornton for Recovery of Tax Refunds
---------------------------------------------------------------
General Growth Properties Inc. and its affiliates seek the Court's
authority to employ Grant Thornton LLP, nunc pro tunc to April 16,
2009, to serve as their tax advisors for the purpose of recovering
certain tax refunds.

As tax advisors, Grant Thornton has agreed to:

  (a) conduct a detailed review of the Debtors' California
      Limited Liability Company fee filings for all years open
      under the relevant statute of limitations as of June 25,
      2009, and the Debtors' California franchise tax filings
      for the tax periods ending on December 31, 2004, through
      2007 and all tax years prior to 2004 that are open under
      the California statute of limitations as of June 25, 2009;

  (b) identify opportunities to obtain California savings
      through the filing of refund claims and related schedules
      to monitor the processing of the claims;

  (c) identify refund opportunities and assist the Debtors in
      preparing and filing the appropriate franchise tax Refund
      Claims, and monitor the processing of those claims by the
      FTB; and

  (d) assist the Debtors in protesting any denials of refund
      claims by the California Franchise Tax Board in
      coordination with the California law firm Silverstein &
      Pomerantz LLP, and in protesting any denials of refund
      claims by the FTB.

Grant Thornton may also render additional consulting services
with respect to state tax return filing positions and state tax
audit related activity as requested by the Debtors.

The Debtors will pay Grant Thornton in accordance with the terms
and conditions of the Agreements, which provide, in relevant
part, for both an hourly and contingent fee structure.  In
connection with any Tax Consulting Services, including state tax
return filing positions and state tax audit related activity,
Grant Thornton will be paid on an hourly basis at a 20% discount
from its standard hourly rates:

                              Standard
  Professional               Hourly Rate    Discounted Rate
  ------------               -----------    ---------------
  Partner                       $620             $496
  Executive Director            $570             $456
  Senior Manager                $530             $424
  Senior Manager                $515             $412
  Senior Associate              $360             $288

For services related to the California LLC Fee Review, the
Debtors will pay Grant Thornton an amount equal to 5% of the
economic value generated by the filing of the Refund Claims or
reduction of other assessments received by the Debtors from the
FTB with respect to relevant tax years.  For services related to
the California Franchise Tax Review, the Debtors will pay Grant
Thornton an amount equal to 25% of the Economic Value generated
by the filing of the Refund Claims or reduction of other
assessments received by the Debtors from the FTB.

In addition to compensation for services rendered, the Debtors
have agreed to pay all of Grant Thornton's reasonable, documented
out-of-pocket expenses.

The Debtors also agreed to indemnify Grant Thornton and its
employees for any claim from, related to, or in connection with
services to be rendered to the Debtors.

Stephen Ryan, a partner at Grant Thornton LLP, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code, and does not represent
any interest adverse to the Debtors or their estates.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL MOTORS: Seeks Aid Pledge for Magna's Revised Opel Bid
-------------------------------------------------------------
Laurence Frost and Ryan Chilcote at Bloomberg News report that
General Motors Co. has received a revised bid from Magna
International Inc. and Russia's Sberbank.

Bloomberg relates Christopher Preuss, a spokesman for GM, said the
U.S. carmaker requested an "outline of the financing package" that
Germany and other European governments are prepared to offer under
the revised proposal.

According to Bloomberg, Siegfried Wolf, co-chief executive officer
of Magan, said Thursday the the Canadian car-parts manufacturer
and Sberbank are offering to pay about EUR500 million
(US$714 million) for a combined 55% stake in Opel.  Bloomberg says
each of the partners would own 27.5%, leaving GM with 35% and Opel
workers holding the remaining 10%.  Mr. Wolf, as cited by
Bloomberg said Magna's revised bid addresses cooperation with GM's
Chevrolet division and answers any intellectual property
questions.

Bloomberg notes Mr. Wolf and GM officials stressed that the
Detroit-based carmaker's board hasn't yet decided on a buyer for
Opel, which has headquarters near Frankfurt.

Once the government aid pledges have been outlined, "the options
for Opel will be discussed with GM's board of directors,"
Bloomberg quoted the U.S. manufacturer as saying in a statement.

                      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)


GENMAR HOLDINGS: To File for Reorganization Plan by Sept. 29
------------------------------------------------------------
Frank Wallis at The Baxter Bulletin reports that Genmar Holdings,
Inc., is expected to emerge from Chapter 11 bankruptcy protection
after filing on September 29 its reorganization plan in the U.S.
Bankruptcy Court for the District of Minnesota.

According to The Bulletin, Irwin Jacobs, a partner in Genmar
Holdings Inc., said in a letter to dealers on Tuesday, "As a
result of your continuing new boat orders, most of our factories
are operational today and will be for the foreseeable future."
The stronger, predictable order backlogs boost Genmar's business
plan and strategies for exiting Chapter 11, the report states,
citing Mr. Jacobs.

Mr. Jacobs said that Genmar's reorganization now includes sales or
agreements to sell various surplus assets and non-core assets that
aren't essential to the production of the Company's product lines,
and proceeds will be used to cut debt and position the Company for
new refinancing opportunities, The Bulletin reports.

The Bulletin, citing Mr. Jacobs, states that Genmar's plan of
reorganization will also engage investment banking firm Houlihan
Lokey Howard & Zukin Capital, Inc., to serve as the Company's
strategic advisers.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
manufacture recreational boats.  The Debtors filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Minn. Case No.
09-33773, and 09-43537).  James L. Baillie, Esq., and Ryan Murphy,
Esq., at Fredrikson & Byron, PA, assist the Debtors in their
restructuring efforts.  The Debtors listed $10 million to
$50 million in assets and $100 million to $500 million in debts.


GENMAR HOLDINGS: Wants to Sell Three Parcels of Real Estate
-----------------------------------------------------------
Genmar Holdings Inc. and its affiliates asked the U.S. Bankruptcy
Court in St. Paul, Minnesota, for permission to sell three parcels
of real property free and clear of all liens and other interests,
Carla Main at Bloomberg News reported.  Genmar, according to the
report, wants to sell properties in Sarasota, Florida, at 1651
Whitfield Ave., 1715 67th Ave. East and 7150 15th Ave. The
properties "had been used to manufacture various brands of boats"
and their use ceased after manufacturing operations were
consolidated, according to papers.   The Court will convene a
hearing to consider the proposal on Sept. 3.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
manufacture recreational boats.  The Debtors filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Minn. Case No.
09-33773, and 09-43537).  James L. Baillie, Esq., and Ryan Murphy,
Esq., at Fredrikson & Byron, PA, assist the Debtors in their
restructuring efforts.  Carver Italia listed $10 million to $50
million in assets and $100 million to $500 million in debts.


GEORGIA GULF: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf
Corporation is a borrower traded in the secondary market at 95.90
cents-on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.00
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 3, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating and Standard & Poor's C rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 14,
among the 128 loans with five or more bids.

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone.  The Company has four business segments:
chlorovinyls; window and door profiles, and moldings products;
outdoor building products, and aromatics.

At March 31, 2009, the Company had $1.56 billion in total assets
and $1.66 billion in total liabilities, resulting in $97.3 million
stockholders' deficit.

As reported in the Troubled Company Reporter on June 19, 2009,
Standard & Poor's Ratings Services lowered its issue rating on
Georgia Gulf Corp.'s $100 million 7.125% senior notes due 2013 to
'D' from 'C' and retained the '6' recovery rating, indicating
S&P's expectation of negligible recovery (0%-10%) on the notes.
At the same time, S&P kept its corporate credit rating on Georgia
Gulf at 'D'.  S&P had lowered its corporate credit rating and
these issue ratings on Georgia Gulf to 'D' on May 21, 2009,
following a missed interest payment of $34.5 million on these
notes.

As reported by the TCR on Aug. 3, Moody's Investors Service
upgraded the Corporate Family Rating of Georgia Gulf Corporation
to B2 from Caa2 as a result of the completion of the private debt-
for-equity exchange offer and an amendment to its credit facility
that substantially improves the company's liquidity.


GETRAG TRANSMISSION: Walbridge Aldinger Objects to Plan
-------------------------------------------------------
Getrag Transmission Manufacturing LLC is facing an objection to
its reorganization plan, Bloomberg's Carla Main said.  Walbridge
Aldinger Co. asked that Getrag's case be kept open, citing issues
related to a dispute over a Tipton, Indiana, manufacturing
facility, according to the report.

Getrag has filed a liquidating Chapter 11 plan.  The disclosure
statement explaining the Liquidating Plan says unsecured creditors
don't stand to see anything aside from recovery from lawsuits.
Getrag listed unsecured creditors with claims totaling $483
million.

Getrag Transmission asserts claims against Chrysler.  Getrag sued
Chrysler LLC in a dispute over a dual clutch transmission plant
the two companies were building in Tipton, Indiana.

Prepetition, Getrag Transmission and Chrysler agreed to the
construction of a $530 million dual clutch transmission plant in
Tipton County, Indiana.  According to Bloomberg, Chrysler agreed
to reimburse Getrag $305 million and agreed that the plant would
be sole source for the product until 2020.  Chrysler, however,
later sued Getrag Transmission in the state court of Michigan,
claiming that the Company couldn't secure the needed financing,
and the Company abandoned the project before it filed for
bankruptcy.  Getrag, in response, filed for Chapter 11 and sued
Chrysler in bankruptcy court.  The bankruptcy court has been
automatically stayed by Chrysler's own Chapter 11 filing.

Getrag Transmission has a pending agreement to sell its real
property to secured lenders in exchange for a $13 million
reduction in debt.

A full-text copy of the Debtor's combined plan of liquidation and
disclosure statement, dated June 3, 2009, is available at:

       http://bankrupt.com/misc/getrag.liquidationplan.pdf

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on November 17, 2008 (Bankr.
E.D. Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S.
Grasl, Esq., and Stephen M. Gross, Esq., at McDonald Hopkins,
represent the Debtor as counsel.  Matthew Wilkins, Esq., at Brooks
Wilkins Sharkey & Turco PLLC, represents the unsecured creditor's
committee as counsel.  In its schedules, the Debtor listed total
assets of $690,071,505 and total debts of $582,208,616.

Getrag Transmission is a unit of Germany's Getrag Group.  Based in
Untergruppenbach, Germany, GETRAG Corporate Group is an
independent automotive transmission manufacturer with 12,400
employees at 23 locations worldwide.


GRAPHIC PACKAGING: Moody's Assigns 'B3' Rating on $180 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Graphic
Packaging International, Inc.'s (Graphic Packaging) proposed
$180 million senior notes due 2017.  The notes are being offered
as additional notes under the June 16, 2009 indenture to which the
company issued $245 million of its 9.5% senior notes due 2017.
Moody's also affirmed the B1 corporate family rating and the
company's other existing debt ratings.  The proceeds from the
proposed note offering will be used to redeem the existing 8.50%
senior notes due 2011 and pay related fees and expenses.  In
addition, Moody's affirmed the company's SGL-3 speculative grade
liquidity rating and the outlook remains negative.

The ratings assignment and affirmation reflects Graphic
Packaging's leading position in folding consumer cartons, coated
unbleached kraft paperboard, coated recycled boxboard, and multi-
wall bag.  In addition to extensive customer relationships, the
ratings are supported by continued focus on cost improvements and
margin stability.  The ratings also consider the company's
adequate liquidity profile, consisting of a $161 million cash
balance with no near-term debt maturities after the completion of
the recent refinancing transactions.  Moody's believes the
extension of the debt maturities and the company's ability to
access the capital markets help support the corporate family
rating.  Nonetheless, the ratings and negative outlook consider
Graphic Packaging's high leverage, weak demand trends in the
paperboard sector, weak debt protection metrics, and exposure to
potentially high input costs.

Moody's anticipates continued weak demand trends within the
folding carton packaging sector and a slow recovery of overall
market conditions in 2009.  Graphic Packaging's financial leverage
remains high after the merger with Altivity Packaging and credit
protection measures are not expected to improve significantly from
recently observed levels.  When the ratings were first assigned in
March of 2008, Moody's expected positive supply trends in the
paperboard sector, favorable pricing, and cost savings and
synergies to improve margins, generate solid free cash flow, and
significantly reduce debt to support the ratings.  However, the
decline in demand levels within the paperboard sector has
negatively impacted operating results and may affect pricing and
the company's ability to sustain margin improvements.  Although
Graphic Packaging operates in the more stable food and beverage
end market and has recently benefited from the alternative fuel
tax credit, overall demand has declined and is expected to remain
weak over the rating horizon.  Furthermore, Moody's believes the
company's highly-leveraged capital structure increases refinancing
risk within the credit profile.

Moody's last rating action was on June 1, 2009, when Moody's
assigned ratings to the company's senior notes due 2017.

Ratings Assigned:

Issuer: Graphic Packaging International, Inc.

  -- Senior unsecured notes, B3 (LGD5, 78%)

Graphic Packaging International, Inc., located in Marietta,
Georgia, is a provider of paperboard packaging solutions.


GRAPHIC PACKAGING: S&P Gives Positive Outlook, Affirms 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Marietta, Georgia-based Graphic Packaging International Inc. to
positive from stable.  At the same time, S&P affirmed all of its
ratings on the company, including the 'B+' corporate credit
rating.

Standard & Poor's also assigned its 'B-' issue-level rating (two
notches lower than the corporate credit rating) and '6' recovery
rating to GPK's proposed $180 million senior unsecured notes due
2017 based on preliminary terms and conditions.  The company will
issue the notes under SEC Rule 144a with registration rights.  The
'6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.  GPK will use
the net proceeds from the notes primarily to repay its 8.50%
senior notes due August 2011.

"The outlook revision reflects the progress that GPK has made to
improve its operating margins, despite a weak U.S. economy, and
S&P's expectations that earnings should further improve if the
economy exits the recession over the next several quarters as S&P
currently believe," said Standard & Poor's credit analyst Pamela
Rice.  Although the company's credit measures remain aggressive
for the current ratings, with adjusted debt to EBITDA over 7x as
of June 30, 2009, S&P believes leverage could improve to the mid-
6x area over the next few quarters based on S&P's expectations
that the company will reduce debt further and could generate
earnings that are 15% higher than the amount reported for the 12
months ended June 30, 2009.  S&P would consider raising GPK's
corporate credit rating over the next few quarters to 'BB-' if S&P
believed the company could sustain leverage in the 5x to 6x range.


HANOVER INSURANCE: AM Best Assigns BB+ Rating to Jr. Debentures
---------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of "bb+" to $165 million
series B 8.207% junior subordinated deferrable interest debentures
due February 3, 2027 issued in exchange for the AFC Capital Trust
I same debentures, which were outstanding as of July 30, 2009 of
The Hanover Insurance Group, Inc. (THG) (Worcester, MA) [NYSE:
THG].  The outlook for the rating is stable.

Concurrently, A.M. Best has withdrawn the debt rating of "bb+" on
AFC Capital Trust I's $309 million aggregate principal amount of
series B junior subordinated deferrable interest debentures due
February 3, 2027 of THG.

On July 30, 2009, THG terminated AFC Capital Trust I and issued
the new debentures.  In addition, THG repurchased $77 million of
senior debt, which has resulted in financial and debt leverage
ratios well below A.M. Best's tolerance levels.


HAYES LEMMERZ: Committee Wants Court to Appoint Examiner
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Hayes Lemmerz
International Inc. asks the U.S. Bankruptcy Court to appoint an
examiner in regards to the structuring and negotiation of a
Chapter 11 plan, and the debtor-in-possession financing, among
other things.

According to BankruptcyData.com, the Creditors Committee also want
the examiner to investigate whether the Debtors' estates have any
claims against the directors and officers and prepetition lenders
relating to the commencement of the Chapter 11 cases.

The Committee wants the deadline to challenge the prepetition
lenders' liens from Aug. 20, 2009, to provide for a reasonable
opportunity to review the examiner's findings.

Hayes filed a proposed Chapter 11 plan on July 2, 2009.  The
hearing to approve the disclosure statement to the Plan was
originally scheduled for July 30, 2009.  The three-week
adjournment will allow the Company additional time to continue
negotiations with creditors and other constituents with respect to
the final Plan.  The Company already has the overwhelming support
of its senior secured lenders regarding the reorganization
contemplated by the Plan.

The Plan reflects the terms of an agreement reached with a
majority of their prepetition secured lenders shortly prior to the
Petition Date.  Under the Plan, certain of the Debtors'
prepetition secured lenders agreed to fund the operations of the
Debtors through a $100 million of debtor-in-possession financing
in exchange for majority ownership of the reorganized Company upon
emergence from chapter 11.  The remaining equity of the Debtors
will be distributed to the Debtors' other prepetition secured
lenders and their noteholders in exchange for elimination of their
debt claims.  Holders of certain other general unsecured claims
will share pro rata in $250,000 provided that they vote to accept
the Plan.

                       About Hayes Lemmerz

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

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

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

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


HAYES LEMMERZ: UAW, USW Protest Employee Incentive Plans
--------------------------------------------------------
Law360 reports that two labor unions have objected to Hayes
Lemmerz International Inc.'s bid for approval of employee
incentive plans they say could mean millions in payouts for
executives, claiming that those programs could poison negotiations
over Hayes Lemmerz's proposed cutbacks on retiree benefits.

The United Steelworkers union lodged an objection in the U.S.
Bankruptcy Court for the District of Delaware asking the court to
deny Hayes Lemmerz's bid for an order approving the KEIP, the
report says.

                       About Hayes Lemmerz

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

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

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

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


HCA INC: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 94.88 cents-on-the-
dollar during the week ended Friday, Aug. 14, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.68 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 6, 2013.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and Standard & Poor's BB rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 14, among the
128 loans with five or more bids.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on August 4, 2009, Moody's Investors
Service assigned a Ba3 (LGD3, 32%) rating to HCA Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
B2 Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HEALTHSOUTH CORP: Bank Debt Trades at 3.5% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which HealthSouth
Corporation is a borrower traded in the secondary market at 96.50
cents-on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.57
percentage points from the previous week, The Journal relates.
The loan matures on March 10, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 14,
among the 128 loans with five or more bids.

Based in Birmingham, Alabama, HealthSouth Corporation --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

Healthsouth carries a 'B2' long term corporate family rating from
Moody's and a 'B' long term foreign issuer credit rating from
Standard & Poor's.


HERBST GAMING: Ballots to Proposed Chapter 11 Plan due Sept. 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada entered on
August 10, 2009, an order approving a second amended disclosure
statement related to the first amended joint plan of
reorganization filed by Herbst Gaming, Inc., and certain of its
subsidiaries.

The Court will hold a hearing to consider confirmation of the Plan
on October 28, 2009, at 10:00 a.m. (PDT), and October 29.  The
Debtors mailed the Disclosure Statement, the Plan and ballots on
August 12.  The deadline for submitting ballots has been
established as September 15, 2009.

As reported by the Troubled Company Reporter on August 11, 2009,
the Debtors have determined that the enterprise value of their
Assets, consisting of the Casino Business and Slot Route Business
ranges from $500,000,000 to $600,000,000.

The Allowed Claims of Holders of the Senior Credit Facility Claims
totaled roughly $847,363,000 in principal plus accrued interest of
$29,103,000 for a total of $876,466,000 as of the Petition Date.

The 7% Senior Subordinated Notes Due November 15, 2014 and 8.125%
Senior Subordinated Notes Due June 1, 2012, are contractually
subordinated to the Senior Credit Facility Claims and are not
entitled to any distribution from the Estates until the Senior
Credit Facility Claims are paid in full.  In light of the
enterprise value of the Assets, regardless of whether the Senior
Credit Facility Claims are fully or partially Secured Claims, by
virtue of the contractual subordination of the Senior Subordinated
Note Claims to the Senior Credit Facility Claims, the Senior
Subordinated Note Claims are not entitled to, and will not
receive, anything under the Plan because the Holders of Senior
Credit Facility Claims are not being paid in full under the Plan.

Holders of Allowed General Unsecured Claims will be paid in full.
The Debtors intend to assume and honor all Slot Route Contracts.

Holders of Senior Credit Facility Claims will receive indirectly
through the ownership of Herbst Gaming LLC 100% ownership of the
Reorganized Debtors and $350,000,000 of restructured debt.

Equity Interests in Herbst Gaming will be canceled and equity
holders will not receive anything under the Plan.

              Classification of Claims and Interests

The Plan places the various claims against and interests in the
Debtors into nine classes.  The distributions under the Plan are
summarized below:
                                                   Claims/Interest
  Class                             Treatment         Total Amount
  -----                             ---------         ------------
  Class 1  Other Priority Claims    Unimpaired. Paid    $1,050,803
                                    in full in Cash

  Class 2  Other Secured Claims     Unimpaired. Paid      $128,111
                                    in full in Cash or
                                    otherwise left
                                    unimpaired.

  Class 3  Senior Credit Facility   Impaired. Pro     $847,466,000
           Claims                   Rata Share of
                                    Reorganized
                                    Herbst Gaming New
                                    Common Equity, and
                                    any remaining
                                    value from the
                                    Debtors' assets.

  Class 4  General Unsecured        Unimpaired. Paid    $5,897,121
           Claims                   in full in cash or
                                    otherwise left
                                    unimpaired.

  Class 5  Senior Subordinated      Impaired. No      $362,570,000
           Note Claims              distribution.

  Class 6  Section 726(a)(4)        Impaired. No        $4,183,250
           Claims                   distribution.

  Class 7  Intercompany Claims      Impaired.
                                    Reinstated or
                                    discharged at the
                                    option of
                                    Reorganized
                                    Herbst Gaming,
                                    subject to
                                    reasonable
                                    acceptance by a
                                    Requisite
                                    Majority.

  Class 8  Equity Interests in      Impaired.  No         n/a
           Herbst Gaming            distribution.

  Class 9  Intercompany Interests   Unimpaired.           n/a
                                    Interests
                                    remain
                                    unaltered.

The Debtors are soliciting votes only from holders of Senior
Credit Facility Claims under Class 3 and Intercompany Claims under
Class 7.  Senior Subordinated Note Claims under Class 5, Section
726(a)(4) Claims under Class 6, and Equity Interests in Herbst
Gaming under Class 8 are deemed to have voted against the Plan.

A full-text copy of the second amended disclosure statement is
available for free at http://ResearchArchives.com/t/s?41e7

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidaries focuses on two business lines,
slot route operations and casino operations.

The slot route business involves the exclusive installation and
operation of slot machines in non-casino locations, such as
grocery stores, drug stores, convenience stores, bars and
restaurants throughout Nevada.  As of March 31, 2009, the slot
route Debtors operated approximately 6,900 slot machines machines
through Nevada.

The casino business consists of 12 casinos in Nevada, and two in
Missouri and one in Iowa.  As of the petition date, the Nevada
casinos had an aggregate of roughly 5,082 hotel rooms, 329
recreational vehicle spaces/hookups, 6,800 slot machines and 138
table games.  As of the petition date, the non-Nevada casinos had
an aggregate of roughly 2,300 slot machines and 47 table games.
The Iowa casino also offers roughly 60 all-suite hotel rooms and
65 RV spaces with utility hookups.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HERBST GAMING: Swings to $4.4 Mil. Net Income for June 30 Quarter
-----------------------------------------------------------------
Herbst Gaming Inc. swung to a $4,469,000 net income for the three
months ended June 30, 2009, from a net loss of $62,329,000 for the
same period a year ago.  Herbst Gaming posted a net loss of
$28,377,000 for the first half of 2009, from a net loss of
$78,853,000 for the same period in 2008.

As of June 30, 2009, Herbst Gaming had $931,931,000 in total
assets; and $41,641,000 in total liabilities not subject to
compromise and $1,246,822,000 in liabilities subject to
compromise; resulting in $356,532,000 in stockholders' deficiency.

Herbst Gaming paid $2,958,000 in professional fees during the
three months ended June 30, 2009, and $3,294,000 for the first
half of the year.  It paid $43,000 in trustee fees during the
period.

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?41e8

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidaries focuses on two business lines,
slot route operations and casino operations.

The slot route business involves the exclusive installation and
operation of slot machines in non-casino locations, such as
grocery stores, drug stores, convenience stores, bars and
restaurants throughout Nevada.  As of March 31, 2009, the slot
route Debtors operated approximately 6,900 slot machines machines
through Nevada.

The casino business consists of 12 casinos in Nevada, and two in
Missouri and one in Iowa.  As of the petition date, the Nevada
casinos had an aggregate of roughly 5,082 hotel rooms, 329
recreational vehicle spaces/hookups, 6,800 slot machines and 138
table games.  As of the petition date, the non-Nevada casinos had
an aggregate of roughly 2,300 slot machines and 47 table games.
The Iowa casino also offers roughly 60 all-suite hotel rooms and
65 RV spaces with utility hookups.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HERTZ CORP: Bank Debt Trades at 4% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 95.75
cents-on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.41
percentage points from the previous week, The Journal relates.
The loan matures on Dec. 21, 2012.  The Company pays 150 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba1 rating and S&P's BB- rating.  The debt is one
of the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 14, among the
128 loans with five or more bids.

The Hertz Corporation, a subsidiary of Hertz Global Holdings,
Inc.(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's Investors Service
lowered Hertz's Corporate Family Rating and Probability of Default
to 'B1' from 'Ba3'.


HUNTSMAN ICI: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 93.40 cents-on-the-
dollar during the week ended Friday, Aug. 14, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.77 percentage
points from the previous week, The Journal relates.  The loan
matures on April 23, 2014.  The Company pays 150 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 14,
among the 128 loans with five or more bids.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.


HYSKY COMMUNICATIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Hysky Communications, LLC
        131455 Noel Road, Suite 300
        Dallas, TX 75240

Bankruptcy Case No.: 09-35340

Chapter 11 Petition Date: August 13, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Keith Miles Aurzada, Esq.
                  Bryan Cave LLP
                  2200 Ross Avenue, Suite 3300
                  Dallas, TX 75201
                  Tel: (214) 721-8041
                  Fax: (214) 721-8100
                  E-mail: keith.aurzada@bryancave.com

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

Estimated Debts: $100,001 to $500,000

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

The petition was signed by Deane Baron, chief executive officer of
the Company.


IDEARC INC: Posts $142 Million Net Income for Second Quarter
------------------------------------------------------------
Idearc, Inc.'s balance sheet at June 30, 2009, showed total assets
of $1.8 billion and total liabilities of $10.2 billion, resulting
in a stockholders' deficit of $8.4 billion.

For three months ended June 30, 2009, the Company reported a net
income of $142.0 million compared with a net income of
$76.0 million for the same period in 2008.  Operating income
during the quarter was $216 million, compared with $279 million in
the second quarter of 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $101.0 million compared with a net income of $187.0 million for
the same period in 2008.  The loss was due to $405 million in
reorganization expenses for 2009.  Operating income, which
excludes reorganization items, was $401 million in six months
ended June 30, 2009.

The Company stated that the U.S. Bankruptcy Court for the Northern
District of Texas is scheduled to review its Plan of
reorganization and disclosure statement on Aug. 26, 2009.
However, there can be no assurance at this time that the Plan will
be confirmed by the Bankruptcy Court or that any the plan will be
implemented successfully and on a timely basis.

The Company added that the confirmed Plan could result in holders
of Idearc's liabilities or securities, including common stock,
receiving no distribution and cancellation of their holdings.  Due
to these uncertainties, the value of Idearc's liabilities and
securities, including its common stock, is highly speculative.
Appropriate caution would be exercised with respect to existing
and future investments in any of the liabilities and securities of
Idearc.  At this time, there is no assurance the Company will be
able to restructure as a going concern or successfully implement
the Plan in a timely basis.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4198

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.   Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N. D. Tex. Lead Case No. 09-31828).  Toby
L. Gerber, Esq., at Fulbright & Jaworski, LLP, represents the
Debtors in their restructuring efforts.  The Debtors have tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.  William T. Neary, the
United States Trustee for Region 6, appointed six creditors to
serve on an official committee of unsecured creditors of Idearc,
Inc., and its debtor-affiliates.  The Committee selected Mark
Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and
Boone, LLP, co-counsel.  The Debtors' financial condition as of
December 31, 2008, showed total assets of $1,815,000,000 and total
debts of $9,515,000,000.


INSIGHT MIDWEST: Bank Debt Trades at 4% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Insight Midwest
Holdings, LLC, is a borrower traded in the secondary market at
95.14 cents-on-the-dollar during the week ended Friday, Aug. 14,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.93 percentage points from the previous week, The Journal
relates.  Insight Midwest Holdings, LLC pays interest at 200
points above LIBOR. The bank loan matures on April 3, 2014.  The
bank loan carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 14, among the 128 loans with five or more bids.

Insight Midwest Holdings is a unit of Insight Communications
Company, Inc., a domestic cable television multiple system
operator serving approximately 674,000 basic video subscribers,
mainly in Kentucky and in parts of Indiana and Ohio.  Insight
Communications maintains its headquarters in New York.


ISP CHEMCO: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which ISP Chemco, LLC,
is a borrower traded in the secondary market at 94.10 cents-on-
the-dollar during the week ended Friday, Aug. 14, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.15 percentage
points from the previous week, The Journal relates.  The loan
matures on May 23, 2014.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and Standard & Poor's BB- rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 14, among the
128 loans with five or more bids.

ISP Chemco, LLC, headquartered in Wayne, New Jersey, manufactures
specialty chemicals and industrial chemicals and is part of a
group of companies which is a beneficially owned by Samuel Heyman.
Revenues for the twelve months ending April 5, 2009, were
$1.3 billion.

As reported by the Troubled Company Reporter on Aug. 6, 2009,
Moody's Investors Service revised the ratings outlook to stable
from negative and affirmed the Ba3 ratings on the guaranteed
senior secured credit facilities of ISP Chemco LLC (Ba3 Corporate
Family Rating), a wholly owned subsidiary of International
Specialty Holdings LLC.  The change in outlook to stable signals
that even after significant dividends and the effects of the
global downturn Chemco's credit metrics have remained relatively
stable.

The Ba3 ratings reflect the relatively heavy debt burden at Chemco
that has resulted in weak credit metrics along with the historic
dividends going up to the parent.  Moody's concern over such event
risk from Chemco's controlling member has served to keep Chemco's
ratings at the lower end of the Ba category.  A further concern is
the lack of SEC financials which has limited the level of
disclosure provided.  Chemco's financial statements, while
audited, (with an unqualified opinion from Ernst & Young), provide
less detail than Moody's receive from other issuers with public
filings.


ISTAR FINANCIAL: Moody's Downgrades Senior Unsec. Ratings to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of iStar Financial to Ca from Caa1.  The outlook remains negative.

The rating action is based on the REIT's challenged liquidity and
the limited visibility surrounding its ability to meet its short-
term obligations.  The REIT has $290 million of unsecured bonds
maturing and expected remaining funding commitments of
$525 million through year-end 2009.  In early 2010, iStar has
approximately $500 million of unsecured bonds maturing.  iStar
expects its funding needs to be met through asset repayments and
assets sales, but the pace of these cash flows has been slow and
has become increasingly more unpredictable given the lack of
liquidity in the real estate debt markets and declining property
values.  Moody's believes that the probability of iStar defaulting
on its near-term obligations is high, given the lack of clarity
surrounding its funding sources.  The Ca rating reflects the
potential loss severity to iStar's bondholders.

The negative outlook continues to reflect the risks surrounding
asset repayments, asset sales, and resolution of its non-
performing assets in the face of continued challenges in the real
estate debt capital markets.

A rating downgrade would result if Moody's existing loss severity
assumptions were to grow as a result of further deterioration of
the unencumbered asset pool.  Moody's stated that a return to
stable outlook would be predicated upon iStar's demonstrated
ability to meet its funding needs over the next twelve months.

These ratings were downgraded with a negative outlook:

* iStar Financial, Inc. -- Senior unsecured debt to Ca from Caa1;
  preferred stock to C from Caa3; senior debt shelf to (P)Ca from
  (P)Caa1; subordinated debt shelf to (P)C from (P)Caa2; preferred
  stock shelf to (P)C from (P)Caa3.

Moody's last rating action with respect to iStar Financial Inc.
was on May 11, 2009 when Moody's downgraded the senior unsecured
ratings to Caa1 from B2.  The rating outlook was negative.

iStar Financial Inc. is a property finance company that elects
REIT status.  iStar provides structured mortgage, mezzanine and
corporate net lease financing.  iStar Financial is headquartered
in New York City, and had assets of $14.1 billion and equity of
$2.1 billion as of June 30, 2009.

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


JACK STARKE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Jack Edward Starke
               Kim Rose Starke
               4222 Guiness Court
               Hollister, CA 95023

Bankruptcy Case No.: 09-56702

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt


Debtors' Counsel: Scott J. Sagaria, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos, St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

                  Patrick Calhoun, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos, St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288

Total Assets: $1,112,426

Total Debts: $2,091,261

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/canb09-56702.pdf

The petition was signed by the Joint Debtors.


JARDEN CORP: Seeks 3-Year Extension on $600 Million Term Loans
--------------------------------------------------------------
Jarden Corp., asked lenders to extend $600 million of its existing
bank debt by three years in exchange for a higher interest rate,
Bloomberg News reported, citing a person familiar with the deal.

Deutsche Bank AG is leading the negotiations with lenders, who
would get an interest rate that is 3.25 percentage points more
than the London interbank offered rate, Bloomberg said, citing the
same person, who declined to be named because negotiations are
private.  Jarden is proposing to extend portions of three term
loans due Jan. 24, 2012, according to the person.

Jarden owes $1.38 billion on its term loans, according to
data compiled by Bloomberg.  Two of the term loans, with $789
million outstanding, bear interest at 1.75 percentage points
more than Libor; the third portion has $589 million outstanding
and a spread of 2.50 percentage points, Bloomberg data show. The
company repaid $283 million of its credit facility debt with
proceeds from a $300 million sale of 8 percent notes in April.

On August 4, 2009, Jarden entered into an Extended Revolving
Credit Sub-Commitment Agreement pursuant to the terms of that
certain Credit Agreement, dated as of January 24, 2005, among the
Company, as borrower, the lenders and letter of credit issuers
party thereto from time to time, Deutsche Bank AG New York Branch,
as administrative agent for the lenders and letter of credit
issuers, Citicorp USA, Inc., as syndication agent for the lenders
and letter of credit issuers and Bank of America, N.A., National
City Bank of Indiana and SunTrust Bank, as co-documentation agents
for the lenders and letter of credit issuers.  Pursuant to the
terms of the Sub-Commitment Agreement, the Company extended the
maturity date to January 24, 2012 of revolving loans under the
Credit Agreement in an aggregate amount of $100.0 million.  In
connection therewith, the Company permanently reduced its existing
revolver loan commitments under the Credit Agreement in an amount
equal to $184.0 million.

                        About Jarden Corp.

Jarden Corporation provides a range of consumer products.  The
Company operates in three business segments: Outdoor Solutions,
Consumer Solutions and Branded Consumables. Its segments
manufacture or source, market and distribute a number of brands,
including Outdoor Solutions, Abu Garcia, Adio, Berkley, Campingaz,
Coleman, Fenwick, Gulp!, JT, K2, Marker, Marmot, Mitchell, Penn,
Planet Earth, Rawlings, Shakespeare, Sevylor, Stearns, Stren,
Trilene, Ugly Stik and Volkl; Consumer Solutions, Bionaire, Crock-
Pot, FoodSaver, Health o meter, Holmes, Mr. Coffee, Oster, Patton,
Rival, Seal-a-Meal, Sunbeam and VillaWare, and Branded
Consumables, such as Ball, Bee, Bicycle, Crawford, Diamond, Dicon,
First Alert, Forster, Hoyle, Java-Log, Kerr, Lehigh, Leslie-Locke,
Loew-Cornell and Pine Mountain.

As of June 30, 2009, Jarden had $5,874,000,000 in assets against
$4,210,000,000 in liabilities.

In May 2009, Moody's affirmed Jarden Corp.'s Corporate family
rating at B1, and Probability of default rating at B1. Standard &
Poor's Ratings Services affirmed its 'B+' corporate credit rating
on Jarden Corp.


JHRE PROPERTIES: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JHRE Properties, LLC
        4912 State Street
        East St. Louis, IL 62205

Bankruptcy Case No.: 09-32098

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Judge: Kenneth J. Meyers


Debtor's Counsel: Stephen R. Clark, Esq.
                  104 S Charles St
                  Belleville, IL 62220-2223
                  Tel: (618) 233-5900
                  Fax: (618) 234-8028
                  Email: info@ccalawfirm.com

Total Assets: $1,070,530

Total Debts: $1,339,207

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

            http://bankrupt.com/misc/ilsb09-32098.pdf

The petition was signed by Eddie Joshway, managing partner of the
Company.


JEFFERSON COUNTY: Alabama Senate Approves New Occupational Tax
--------------------------------------------------------------
Martin Z. Braun at Bloomberg News reports that Alabama's Senate
approved, 12-9, a measure authorizing a new occupational tax for
Jefferson County, which is on the brink of insolvency.

Accordingly, Alabama Governor Bob Riley signed the tax
legislation, which authorizes a 0.45% levy on businesses in the
county and a referendum on the tax in 2012.  If voters reject the
levy, it will be phased out by 2016.  Mr. Riley also signed a
companion bill that would create a county manager.

As reported by the TCR on August 13, 2009, Alabama's House of
Representatives earlier approved the occupational tax by a 17 to
15 vote during a special session called by Governor Bob Riley.

Alabama Governor Bob Riley called lawmakers back for a special
session to deal with the financial crisis in Jefferson County.

After state lawmakers failed to agree on a new occupational tax in
May, Jefferson County put more than 900 employees, or about 30% of
its workforce, on unpaid leave, in order to cut costs.  As a
result, according to County Commission President Bettye Fine
Collins, the county's 640,000 residents are enduring long lines
and delays in county services as a result of the cuts.

Bloomberg relates that the county's occupational tax problems have
superseded a sewer debt crisis that began last year when interest
rates on $3 billion of sewer debt soared as high as 10% amid Wall
Street's credit crunch.  Banks, including JPMorgan Chase & Co. and
Bank of America Corp., have granted the county forbearance
agreements on its sewer debt.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

As reported by the TCR on July 24, 2009, Moody's Investors Service
has affirmed the Caa3 rating and negative outlook on Jefferson
County's (Alabama) outstanding $3.2 billion sewer revenue bonds.
Moody's underlying Caa3 rating reflects the likelihood of eventual
repayment by the county of principal, irrespective of outside
enhancement through bond insurance.  It does not reflect the
claims paying ability of Syncora, which is rated Ca and failed to
fulfill its obligation to make a July 1 Bank Bond principal
payment.


JIM SLEMONS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Jim Slemons Hawaii, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Hawaii.

Erika Engle at Starbulletin.com reports that Jim Slemons listed
$600,000 in assets and liabilities consisting of $225,000 in
disputed back rent as well as almost $4,100 in insurance costs for
a lease on three acres at 98-085 Kamehameha Highway.  Citing Jim
Slemons' lawyer Anthony Locricchio, the report states that one
building houses a "car stereo place, Lava Motors, which is the
used-car operation ... it's like a strip mall".  According to the
report, Jim Slemons subleases half the property to Tony Hawaii
Automotive Group Ltd.  The report quoted Mr. Locricchio as saying,
"He's [Mr. Slemons] got a lease for nine more years and he built
the building on that property ... and that building would be taken
down to make way for rail transit ... so he was forced into
bankruptcy."

According to Starbulletin.com, Pearl City, after the final
environmental impact statement is published and the Federal
Transportation Administration gives the city its decision, will
attempt to negotiate with landowners for purchases of affected
real estate.  Mr. Locricchio said that Jim Slemons will petition
"the city to expedite his condemnation review . . . to have the
city give him his condemnation money and then he can take care of
past rents," Starbulletin.com relates.

The FTA will have final say over landowners' and tenants'
acquisition awards and relocation assistance, Starbulletin.com
says.

Starbulletin.com relates that Jim Slemons leases the land from
Continental Investment Co., led by Ronald Fujikawa.  Citing Mr.
Fujikawa, the report states that the back rent "started to build
after May of this year."

Mr. Fujikawa, according to Starbulletin.com, said that Continental
won't seek an expedited negotiation with the city, but the
bankruptcy "shuts off all of our cash flow.  Fortunately we have
some funds that will help Continental through this period of the
filing of this bankruptcy and we'll see where it goes."

Hawaii-based Jim Slemons Hawaii, Inc., is led by former Hawaii
automobile dealer Jim Slemons.


JLY PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: JLY Properties, Inc.,
        4544 S Pinemont Dr., Suite 220
        Houston, TX 77041

Bankruptcy Case No.: 09-35936

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Debtor's Counsel: Leonard H. Simon, Esq.
                  Pendergraft & Simon L.L.P.
                  2777 Allen Parkway, Suite 800
                  Houston, TX 77019
                  Tel: (713) 737-8207
                  Fax: (832) 202-2810
                  Email: lsimon@pendergraftsimon.com

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

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

A list of the Company's 4 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/txsb09-35936.pdf

The petition was signed by James J. Zou, president of the Company.


KMART CORP: Ex-CEO Verdict on Defrauding Investors Thrown Out
-------------------------------------------------------------
Examiner.com reports that former Kmart Corp. CEO Chuck Conaway has
asked U.S. Magistrate Judge Steven Pepe to throw out the jury's
verdict that convicted Mr. Conaway of misleading investors in the
months leading up to the Company's Chapter 11 bankruptcy filing,
or start a new trial.

The jury didn't carefully consider key points, Ed White at The
Associated Press reports, citing Scott Lassar, Mr. Conaway's lead
attorney.

A jury said last month that Charles Conaway misled Wall Street
about the retailer's health before it filed for bankruptcy in
2002.  The AP says that as a result, the U.S. Securities and
Exchange Commission is seeking $22.5 million from Mr. Conaway.

According to The AP, the trial centered on a conference call with
analysts and Kmart's quarterly report to regulators in November
2001, wherein the SEC accused Conaway of failing to disclose an
ill-timed purchase of $800 million in merchandise and that Kmart
was delaying payments to suppliers to save cash.

The AP states that Mr. Conaway testified that he didn't write or
read the report and instead blamed his chief financial officer and
others, but the jury found that he acted "with intent to defraud
or with reckless disregard for the truth."  Citing the jury, The
AP says that delaying payments to vendors was a "material
liquidity deficiency," and should have been publicly reported.
SEC lawyer Robert Dodge said that Kmart was required to talk about
financial liquidity in its quarterly report, and it disclosed
"nothing," The AP relates.

The instructions misstated the law and made it too easy for jurors
to find Mr. Conaway liable in a highly technical case pressed by
the SEC, attorney Hille Sheppard said in court documents.

The AP notes that any financial penalty won't be settled until
Judge Pepe handles post-trial objections from Mr. Conaway's legal
team.  According to The AP, Judge Pepe acknowledged that the jury
instructions may have been flawed "in some regard", but they must
be "sufficiently flawed" to scratch an entire verdict.

A hearing on Mr. Conaway's financial penalty will be held
September 16 if Judge Pepe upholds the verdict, The AP states.

Kmart Corporation is a predecessor operating company of Kmart
Holding. In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws. The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.

Kmart completed its merger with Sears, Roebuck and Co. on
March 24, 2005.


LAS VEGAS SANDS: Bank Debt Trades at 22% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 77.67 cents-on-the-
dollar during the week ended Friday, Aug. 14, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.63 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 14, among the 128 loans
with five or more bids.

Meanwhile, Participations in a syndicated loan under which
Venetian Macau US Finance Co. LLC is a borrower traded in the
secondary market at 89.50 cents-on-the-dollar during the week
ended Friday, Aug. 14, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents an increase of 1.08 percentage points from the previous
week, The Journal relates.  The loan matures on May 25, 2013.  The
Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B3 rating and Standard &
Poor's B- rating.  The debt is also one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Aug. 14, among the 128 loans with five or more
bids.

Venetian Macau is a wholly owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LAS VEGAS SANDS: Amends $3.3-Bil. Macau Credit Facility
-------------------------------------------------------
Las Vegas Sands Corp. has completed an amendment to its
$3.3 billion Macau credit facility (Credit Facility).

On August 12, 2009, two subsidiaries of Las Vegas Sands, VML US
Finance LLC (the Borrower) and Venetian Macau Limited (VML), and
The Bank of Nova Scotia (the Administrative Agent), entered into a
Second Amendment to the Credit Agreement, dated as of May 25,
2006, and amended as of March 5, 2007, among the Borrower, VML,
the lenders party thereto and the Administrative Agent.  The
Amendment modifies certain terms of Las Vegas Sands' Macao
subsidiaries' $3.3 billion Credit Agreement.

Among other things, the Amendment changes the definition of
"Change of Control" in the Credit Agreement to require the Company
to own, directly or indirectly, 50.1% of the common equity
ownership interest in VML (and no longer requires the Company to
own, directly or indirectly, 100% of the common equity ownership
interest of VML) following the occurrence of a Permitted Equity
Sale (as such term is defined in the Amendment).  Following the
closing of any Permitted Equity Sale, an amount equal to the
lesser of (x) the net proceeds from such Permitted Equity Sale and
(y) $500.0 million must be applied to prepay all classes of loans
outstanding under the Credit Agreement on a pro rata basis (with a
concurrent permanent reduction in the revolving loan commitments
equal to the amount of revolving loans prepaid).

In addition, the Amendment:

     (i) permits the issuance by VML or its restricted
         subsidiaries of up to $1.0 billion of senior secured
         notes ranking pari passu with the loans outstanding under
         the Credit Agreement, provided that the net proceeds from
         the issuance of such notes are applied to prepay the
         loans outstanding under the Credit Agreement;

    (ii) permits the issuance by VML or its restricted
         subsidiaries of up to $500.0 million of senior unsecured
         notes or senior secured notes ranking junior to the loans
         outstanding under the Credit Agreement, provided that the
         consolidated leverage ratio is not greater than 3.0X
         after giving pro forma effect to the issuance of such
         notes and the maturity date of such notes is outside the
         final maturity date of the Credit Agreement;

   (iii) modifies the maximum consolidated leverage ratios for the
         fiscal quarters ending September 30, 2009, thru
         December 31, 2010;

    (iv) provides for an uncommitted delayed start revolving loan
         facility which the Borrower may establish on or after the
         termination date of the existing revolving loan facility
         in an amount not to exceed the outstanding revolving loan
         commitments under the Credit Agreement as of the
         termination of the existing revolving loan facility,
         subject to certain conditions;

     (v) amends the definition of "Consolidated Adjusted EBITDA"
         to provide for the inclusion of certain identifiable cost
         savings in the calculation of Consolidated Adjusted
         EBITDA for the fiscal quarters ending September 30, 2009,
         December 31, 2009, and March 31, 2009, in an amount not
         to exceed $40.0 million, $19.0 million, and
         $12.0 million, respectively, to the extent that such cost
         savings are not fully reflected in the applicable four
         quarter period; and

    (vi) amends the definition of "Permitted Liens" to permit
         certain liens on assets in connection with the issuance
         of certain permitted debt contemplated by clauses (i) and
         (ii).

The Amendment increases the applicable interest rate margins for
all classes of loans outstanding under the Credit Agreement by
3.25% per annum, until an amount equal to $500.0 million has been
applied to prepay the loans under the Credit Agreement upon
consummation of one or more Permitted Equity Sales, and by 2.25%
per annum after such prepayment, in each case, from the applicable
interest rate margins that were in place immediately prior to the
effectiveness of the Amendment.

Certain of the agents and lenders under the Credit Agreement and
their respective affiliates have from time to time provided
investment banking, commercial banking and other financial
services to the Company or its affiliates, for which they received
customary fees and commissions.  The agents and lenders under the
Credit Agreement and their respective affiliates may also provide
these services to the Company or its affiliates from time to time
in the future.

The amendment provides the Company with important advantages,
including the ability to sell a minority interest in its Macau
operations, six quarters of covenant relief, and, subject to
certain limitations, the ability to issue senior secured or
unsecured notes in Macau.

The amendment increases the maximum leverage ratio covenant under
the Credit Facility in Macau by 1.0X for the four quarters
beginning July 1, 2009, and by 0.5X for the two quarters beginning
July 1, 2010.

The amendment increases the interest rate for the loans under the
Credit Facility to LIBOR + 5.5% per year.  If the Company
successfully completes the sale of a minority interest in its
Macau operations and prepays $500 million of outstanding loans,
the interest rate will drop to LIBOR + 4.5% per year.

Mr. Sheldon G. Adelson, Las Vegas Sands' chairman and chief
executive officer, stated, "We have now received the approval of
our Macau lenders and completed the amendment of our Macau Credit
Facility.  This action represents an important step forward in our
plan to maintain and improve liquidity.  The amendment
significantly increases our financial flexibility and permits us
to pursue a potential listing of a minority interest in our Macau
operations on an Asian stock exchange.  We remain confident that
the continued execution of our strategy, and the opening of Marina
Bay Sands in the first quarter of 2010, will contribute to the
successful de-leveraging of the company and will position us to
resume our growth strategy in the years ahead."

                    About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LEAR CORP: Has Plan to Pay $1.6 Bil. Debt With Term Loan & Equity
-----------------------------------------------------------------
Lear Corporation and its debtor-affiliates delivered their Joint
Plan of Reorganization to the U.S. Bankruptcy Court for the
Southern District of New York on August 14, 2009.

Under the plan, lenders will convert $1.6 billion in prepetition
secured claims into new term loans and preferred and common equity
in the Reorganized Debtors.  Holders of general unsecured claims -
- including lenders' deficiency claim in the amount of
$737 million and the unsecured Notes Claims in the amount of
$1.3 billion -- will be converted, in part, into common equity in
the Reorganized Debtors and warrants to acquire common equity in
the Reorganized Debtors.

A full text copy of the Plan and explanatory disclosure statement
is available for free at:

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

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: Bank Debt Trades at 22% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 77.95 cents-on-the-
dollar during the week ended Friday, Aug. 14, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.83 percentage
points from the previous week, The Journal relates.  The loan
matures on March 29, 2012.  The Company pays 250 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 14, among the 128 loans
with five or more bids.

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 tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring 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 $1,270,800,000 against
debts of $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)


LINDA KRAUS: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Linda Kay Kraus
           dba J & L Homes
        23837 State Road 37 N.
        Noblesville, IN 46060

Bankruptcy Case No.: 09-11820

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Mark S. Zuckerberg, Esq.
                  Law Office of Mark S. Zuckerberg, P.C.
                  333 N Pennsylvania St., Suite 100
                  Indianapolis, IN 46204
                  Tel: (317) 687-5157
                  Fax: (317) 687-5151
                  Email: filings@mszlaw.com

                  Sally J. O'Connor, Esq.
                  Law Office of Mark S. Zuckerberg, P.C.
                  333 N Pennsylvania St., Suite 100
                  Indianapolis, IN 46204
                  Tel: (317) 687-0000

Total Assets: $1,205,791

Total Debts: $1,244,280

A full-text copy of Ms. Kraus' petition, including a list of her 2
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/insb09-11820.pdf

The petition was signed by Ms. Kraus.


LITTLE TRAVERSE: Moody's Downgrades Corp. Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded Little Traverse Bay Bands of
Odawa Indians' corporate family rating to Ca from Caa2 and
probability of default rating to Ca from Caa1.  The rating of the
10.25% senior unsecured notes due 2014 was also lowered to Ca from
Caa2.  The outlook remains negative.

The ratings downgrade and negative outlook follow LTBB's
announcement that it does not intend to make the scheduled
August 17, 2009, $6.3 million interest payment on its $122 million
10.25% senior unsecured notes due 2014, even though it has the
liquidity to do so.  Reportedly, LTBB has commenced the process of
negotiating a consensual restructuring with the holders of a
majority of its senior unsecured notes.  Faced with very
challenging economic conditions, the operating performance of
LTBB's Odawa Casino Resort has been pressured and its liquidity
profile has eroded.  The debt restructuring is expected to restore
financial flexibility in the context of continued economic
challenges.

The notes indenture provides for a 30-day grace period to pay
interest before becoming an event of default.  As per Moody's
definition of default, should LTBB fail to pay its interest before
the expiration of the grace period, or complete a restructuring,
which would be considered a distressed exchange, the probability
of default rating would be lowered to Ca/LD.

The last rating action was made on May 26, 2009, when Moody's
lowered LTBB's corporate family rating to Caa2 from Caa1.

These ratings were downgraded:

  -- Corporate family rating to Ca from Caa2
  -- Probability of default rating to Ca from Caa1
  -- Senior unsecured notes to Ca (LGD4, 66%) from Caa2 (LGD4,
     66%)

LTBB is a federally-recognized Indian tribe with approximately
4,000 enrolled members.  LTBB owns and operates Odawa Casino
Resort, based in Petoskey, Michigan, which started its gaming
operations in June 2007, replacing the former Victories Casino.


LIZ CLAIBORNE: Moody's Downgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service lowered Liz Claiborne Inc's Corporate
Family Rating and Probability of Default Rating to B2 from Ba3.
The company's EUR 350 million senior unsecured notes were lowered
to Caa1 (LGD 5, 83%) from B2 (LGD 5, 85%).  All of the company's
ratings were placed on review for further possible downgrade.  LGD
assessments are subject to change.

The two-notch downgrade reflects the substantial decline in the
Liz's fiscal 2009 second quarter operating results.  It also
considers the company's updated outlook for the second half of the
year.  Liz now indicates it expects operating earnings in the
second half of 2009 that are materially below its previous
indications.  As a result, debt/EBITDA (incorporating Moody's
standard adjustments) is expected to rise considerably, and could
reach or exceed 8 .0 times by the end of 2009.

Liz continues to face challenges from weak consumer spending,
which is evident in the performance of its premium priced brands
such as Juicy Couture and Lucky Brand Jeans.  Moody's believes the
company's problems extend beyond the weak economy, as it also
faces the need to stabilize the performance of two of its largest
brands, its heritage Liz Claiborne brand and Mexx.  These brands
continue to lose market share and the challenges to stabilizing
these businesses remain significant.  Additionally, while Liz has
significantly reduced its cost structure in recent years -- new
plans were announced to realize a further $100 million of cost
savings by 2010 -- it is not yet evident these reductions will be
sufficient to enable the company to return to profitability absent
the stabilization of revenues and gross margins.

The review for further possible downgrade reflects Moody's
concerns regarding the company's near-term ability to stabilize
the performance of its Liz Claiborne and Mexx brands and to right-
size operating expenses for the appropriate revenue levels.  The
review also considers that Liz may be challenged to meet the fixed
charge covenant contained in its asset-based loan agreement absent
an improvement in performance from current levels, or some form of
amendment to this agreement.  The fixed charge covenant goes into
effect as of fiscal July 2010.

Moody's review will focus on Liz's ability to mitigate, to the
degree possible, further revenue declines, and maintain
uninterrupted access to its asset based lending facility beyond
July 2010.  Key to the review process will be the evaluation of
the company's spring 2010 wholesale orders which Moody's believes
will provide further indications of the company's ability to
stabilize performance.

These ratings were downgraded and remain under review for further
possible downgrade:

* Corporate Family Rating to B2 from Ba3

* Probability of Default rating to B2 from Ba3

* EUR350 million senior unsecured notes to Caa1 (LGD 5, 83%) from
  B2 (LGD 5, 85%)

Moody's last rating action on Liz Claiborne was on April 7, 2009,
when the rating on the company's EUR 350 million senior unsecured
notes was lowered to B2.

Liz Claiborne Inc. is a designer and distributor of apparel and
related accessories.  Annual revenues total about $3.4 billion.


LRC BATTERY: Section 341(a) Meeting Scheduled for September 18
--------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in LRC Battery Creek, LLC's Chapter 11 case on Sept. 18, 2009, at
10:00 a.m.  The meeting will be held at King and Queen Building,
145 King Street, Room 225, Charleston, South Carolina.

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

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

Selinsgrove, Pennsylvania-based LRC Battery Creek, LLC, operates a
real estate business.  The Company filed for Chapter 11 on
July 31, 2009 (Bankr. D. S.C. Case No. 09-05663).  G. William
McCarthy Jr., Esq., represents the Debtor in its restructuring
efforts.  In its petition, the Debtor listed total assets of
$16,881,382 and total debts of $9,299,236.


LUMINENT MORTGAGE: Cancels Registration of Common Shares
--------------------------------------------------------
Cobalt Holdings Group LLC, formerly Luminent Mortgage Capital,
Inc., filed with the Securities and Exchange Commission a Form 15
certification and notice of termination of registration under
Section 12(g) of the Securities Exchange Act of 1934 or suspension
of duty to file reports under Sections 13 and 15(d) of the
Securities Exchange Act of 1934, with respect to its Common Stock,
$0.001 par value.

As reported by the Troubled Company Reporter on July 20, 2009,
Luminent Mortgage said that its second amended joint plan of
reorganization became effective and it has emerged from Chapter 11
protection.  The U.S. Bankruptcy Court for the District of
Maryland confirmed the Debtor's plan on June 30, 2009.

The TCR said July 7, 2009, that the Plan treats claims against,
and interests in, the Debtor in this manner:

    i) holders of administrative claims, priority tax claims and
       priority non-tax claims will be paid in full in cash;

   ii) holders of Arco secured claims will receive 46% of the
       equity in the reorganized company;

  iii) holders of other secured claims will be paid in full;

   iv) holders of general unsecured claims will receive
       distributions from a general unsecured distribution fund, a
       share of a subsequent unsecured distribution amount and
       29% of the equity in the reorganized company;

    v) holders of general unsecured opt-out claims, convenience
       opt-out claims, TRUPs opt-out claims and interests in the
       Company will receive no distribution;

   vi) holders of convenience claims will receive a share of a
       convenience class fund; and

  vii) holders of subordinated TRUPs claims will receive
       distributions from a general unsecured distribution fund, a
       share of a subsequent unsecured distribution amount and
       29% of the equity in the reorganized company, provided,
       however, that the distributions to these creditors will be
       paid directly to the senior indenture trustee for further
       distribution to the holders of senior note claims to the
       extent necessary to comply with the contractual
       subordination provisions in the subordinated TRUPS
       indenture or senior notes indenture.

In addition, a share of 5% of the reorganized equity units will be
distributed directly to the subordinated TRUPs trustees for
distribution to holders of the subordinated TRUPS and not subject
to contractual subordination, the report relates.

A full-text copy of the disclosure statement explaining the
Debtors' Second Amended Plan is available at:

        http://bankrupt.com/misc/luminent.2ndAmendedDS.pdf

A full-text copy of Debtors' Second Amended Joint Plan of
Reorganization is available at:

       http://bankrupt.com/misc/luminent.2ndAmendedPlan.pdf

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on September 5, 2008, for
relief under Chapter 11 of the U.S Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland, Baltimore
Division (Lead Case No. 08-21389).  Immediately prior to the
filing, the Debtor executed a Plan Support and Forbearance
Agreement with secured creditor Arco Capital Corp., Ltd., WAMU
Capital Corp. and convertible noteholders representing 100% of the
outstanding principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc., reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.


M & M REAL ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: M & M Real Estate Holdings, Inc.
        721 Route 113
        Souderton, PA 18964

Bankruptcy Case No.: 09-16071

Chapter 11 Petition Date: August 13, 2009

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

Debtor's Counsel: Steven D. Usdin, Esq.
                  Cohen Seglias Pallas Greenhall & Furman
                  United Plaza, 30 South 17th Street, 19th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 564-1700
                  Fax: (215) 238-4408
                  Email: susdin@cohenseglias.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 Marcia Geraci, president of the
Company.


MACC PRIVATE EQUITIES: Has Going Concern Doubt Despite Refinancing
------------------------------------------------------------------
MACC Private Equities Inc. on August 14, 2009, announced its
preliminary results of operations from the third quarter of its
fiscal year 2009, ended June 30, 2009, which are subject to
adjustment upon completion of its annual audit.

For the third quarter of fiscal 2009, MACC recorded total
investment income of $152,445, as compared to total investment
income of $281,861 for the third quarter of fiscal 2008.  The
decrease in investment income was the net effect of a $14,998
increase in interest income and $144,414 decrease in dividend
income.  Total operating expenses for the third quarter of fiscal
2009 were $252,557, as compared to $362,021 for the third quarter
of fiscal 2008.  The decrease in total operating expenses is the
net effect of a $15,766 decrease in interest expense, a $34,068
decrease in management fees, a $29,393 decrease in professional
fees, and a $30,237 decrease in other expenses.  Net investment
expense for the third quarter of fiscal 2009 was $100,112, as
compared to a net investment expense of $80,160 in the third
quarter of fiscal 2008.

MACC had a net realized loss of $1,240,803 for the third quarter
of fiscal 2009, as compared with the net realized gain of $686,047
for the third quarter of fiscal 2008.  During the third quarter of
fiscal 2009, MACC recorded a net change in unrealized
appreciation/depreciation on investments of $165,280, as compared
to a net change in unrealized appreciation/depreciation on
investments of ($34,322) during the third quarter of fiscal 2008.

These items resulted in a net decrease in net assets from
operations at the end of the third quarter of fiscal 2009 of
$1,175,635, as compared to a net increase in net assets from
operations at the end of the third quarter of fiscal 2008 of
$530,937.  MACC net asset value at June 30, 2009 was $8,057,000 as
compared to $10,823,000 at June 30, 2008.  MACC's net asset value
per share decreased from $4.39 at June 30, 2008, to $3.27 at
June 30, 2009.

MACC's current operating losses have been funded from the sale of
portfolio companies and its bank line of credit.  MACC's note
payable and line of credit, with June 30, 2009 balances of
$4,314,022 and $330,000, respectively, are due August 31, 2009.

"MACC has received notice that its lender, Cedar Rapids Bank &
Trust Company, has approved modification of the terms of the bank
line of credit and note payable to extend the maturity date until
March 31, 2010.  These changes will not be effective until
reflected in amendments to MACC's loan documents, which we cannot
be assured of, but which we expect to execute prior to August 31,"
the Company said.  However, even with the refinancing of these
credit facilities there is substantial doubt as to its ability to
continue to operate as a going concern, MACC added.

MACC Private Equities Inc. (Nasdaq: MACC) is a business
development company in the business of making investments in small
businesses in the United States.  MACC common stock is traded on
the Nasdaq Capital Market under the symbol "MACC."


MAGNA ENT: Hearing on Plea to Sell Ocala Property on Aug. 26
------------------------------------------------------------
On August 4, 2009, Magna Entertainment Corp. and its affiliates
filed a motion with the Court seeking authorization to sell,
subject to higher and better offers, certain real property located
in Ocala, Florida, for $5.75 million to an entity related with
Fair Enterprise Limited.  Pursuant to the motion, all valid liens
of the MID Lender will attach to the proceeds of the sale of the
Ocala property.  A hearing on the motion is scheduled for
August 26, 2009.

MEC's Chapter 11 filing contemplates MEC selling all or
substantially all of its assets through an auction process and
using the proceeds from the asset sales to repay its creditors,
including the MI Developments Inc. lender.  On the Petition Date,
and subject to Court approval, MID entered into an agreement with
MEC to purchase MEC's relevant interests associated with certain
assets (the Stalking Horse Bid).  However, on April 20, 2009, in
response to objections raised by a number of parties in the MEC
Chapter 11 process and with the intent of expediting that process,
MID and MEC terminated the Stalking Horse Bid.

MID, through a wholly-owned subsidiary (the MID Lender), is the
largest secured creditor of MEC.  At the petition date, the
balance of MID's existing loans to MEC, including accrued
interest, was approximately $372 million, comprised of
$171 million under the Gulfstream Park project financing,
$23 million under the Remington Park project financing,
$125 million under the 2007 MEC Bridge Loan and $53 million under
the 2008 MEC Loan.  At June 30, 2009, approximately $386 million
(including accrued interest subsequent to the Petition Date) was
outstanding under these loan facilities.  All of these loans are
secured.  In addition, the Company owned approximately 54% of
MEC's total equity, representing approximately 96% of the total
votes attached to MEC's outstanding stock.

On May 11, 2009, the Court approved the bid procedures for MEC's
interests associated with the following assets (the Bid Procedures
Assets): Santa Anita Park (including MEC's joint venture interest
in the Shops at Santa Anita); Remington Park; Lone Star Park;
Thistledown; Portland Meadows; StreuFex(TM); vacant lands located
in Ocala, Florida; and vacant lands located in Dixon, California.
Initial expressions of interest for the Bid Procedures Assets were
submitted on May 27, 2009, by interested parties.  On or prior to
the July 31, 2009 deadline, additional expressions of interest and
definitive bids were received by MEC in relation to certain of the
Bid Procedures Assets and MEC is currently in discussions with
various third parties regarding potential stalking horse bids for
several of such assets.  MID has stated that it does not intend to
submit a bid for any of the Bid Procedures Assets; provided,
however, that MID intends to preserve the value of its secured
loans to MEC and will take all available steps to prevent fire
sales of the Bid Procedures Assets.

On July 31, 2009, the Court approved the Debtors' motion for
authorization to sell for 6.5 million euros the assets of one of
MEC's non-debtor Austrian subsidiaries, which assets include Magna
Racino(TM) and surrounding lands, to an entity affiliated with
Fair Enterprise Limited, a company that forms part of an estate
planning vehicle for the Stronach family, certain members of which
are trustees of the Stronach Trust, MID's controlling shareholder.

On August 4, 2009, the Debtors filed a motion with the Court
seeking authorization to sell, subject to higher and better
offers, certain real property located in Ocala, Florida for
$5.75 million to an entity related with Fair Enterprise Limited.
Pursuant to the motion, all valid liens of the MID Lender will
attach to the proceeds of the sale of the Ocala property.  A
hearing on the motion is scheduled for August 26, 2009.

On August 12, 2009, the Debtors filed a motion with the Court
seeking authorization to sell, subject to higher and better
offers, Remington Park for $80.25 million to a third party.
Pursuant to the motion, all valid liens of the MID Lender will
attach to the proceeds of the sale of Remington Park.  A hearing
on the motion has been requested for August 26, 2009.

MEC has advised the Court that it is continuing to explore all
alternatives with respect to its remaining assets, and although
the Stalking Horse Bid has been terminated, MID is continuing to
evaluate whether to bid on MEC assets during the course of MEC's
Chapter 11 sales process (subject to the outcome of the OSC
hearing.

There can be no assurance given as to the treatment the MID
Lender's claims will receive in the Debtors' Chapter 11
proceedings, although, as a general matter, secured creditors are
entitled to priority over unsecured creditors to the extent of the
value of the collateral securing such claims.

Subject to the uncertainties of MEC's Chapter 11 process, MID
management believes that the MID Lender's claims are adequately
secured and therefore has no reason to believe that the amount of
the MEC loan facilities with the MID Lender is impaired.  However,
on July 21, 2009, the MID Lender was named as a defendant in an
action commenced by the Official Committee of Unsecured Creditors
(the Committee) in connection with MEC's Chapter 11 proceedings.
The Committee's action seeks, among other things,
recharacterization as equity of the MID Lender's claims in
relation to the indebtedness previously advanced to MEC and its
subsidiaries, equitable subordination of the MID Lender's claims
against the debtors in the Chapter 11 proceedings and the
avoidance of allegedly fraudulent transfers to the MID Lender,
including fees, interest and principal repayments received prior
to the initiation of the Chapter 11 process.  In addition, the
Committee has sought leave of the Court to pursue a separate
action against MID, the MID Lender and additional parties,
including Mr. Frank Stronach, that alleges, among other things,
breach of fiduciary duty owed to MEC and its creditors.  Although
MID and the MID Lender believe that the Committee's claims are
without merit and intend to contest them vigorously, MID can
provide no assurance as to the ultimate outcome of the Committee's
action.

DIP Loan

In connection with the Debtors' Chapter 11 filing, MID (through
the MID Lender) originally agreed to provide to MEC the DIP Loan
in the amount of up to $62.5 million and with a term of six
months.  On April 20, 2009, the DIP Loan was amended to, among
other things, (i) extend the maturity from September 6, 2009, to
November 6, 2009, in order to allow for a longer marketing period
in connection with MEC's asset sales and (ii) reduce the principal
amount available from $62.5 million to $38.4 million, with the
reduction attributable to the fact that interest on the pre-
petition loan facilities between MEC and the MID Lender will
accrue during the Chapter 11 process rather than being paid
currently in cash.

At June 30, 2009, $20.8 million was due under the DIP Loan.
Subsequent to June 30, 2009, an additional $7.0 million has been
drawn under the DIP Loan.

The DIP Loan is secured by liens on substantially all assets of
MEC and its subsidiaries (subject to prior ranking liens), as well
as a pledge of capital stock of certain guarantors.

Deconsolidation of MEC

As a result of the MEC Chapter 11 filing, the Company has
concluded that, under GAAP, it ceased to have the ability to exert
control over MEC on or about the Petition Date.  Accordingly, the
Company's investment in MEC has been deconsolidated from the
Company's results beginning on the Petition Date.

GAAP requires the carrying values of any investment in, and
amounts due from, a deconsolidated subsidiary to be adjusted to
their fair value at the date of deconsolidation.  In light of the
significant uncertainty as to whether MEC shareholders, including
MID, will receive any recovery following MEC's reorganization, the
carrying value of MID's equity investment in MEC was reduced to
zero.  Upon deconsolidation of MEC, the Company recorded an
aggregate $46.7 million reduction to the carrying values of its
investment in, and amounts due from, MEC, which is included in the
Company's consolidated statement of income (loss) for the six
months ended June 30, 2009.  Included in this aggregate amount is
a $0.5 million reduction in the carrying values of the MEC loan
facilities with the MID Lender at the Petition Date.  Although,
subject to the uncertainties of MEC's Chapter 11 process, MID
management believes that the MID Lender's claims are adequately
secured and therefore has no reason to believe that the amount of
the MEC loan facilities with the MID Lender is impaired, the
$0.5 million reduction in the carrying values of the MEC loan
facilities was required under GAAP, reflecting the fact that
certain of the MEC loan facilities bear interest at a fixed rate
of 10.5% per annum, which is not considered to be reflective of
the market rate of interest that would have been used had such
facilities been established on the Petition Date.

The deconsolidation of MEC affects virtually all of the Company's
reported revenue, expense, asset and liability balances, thus
significantly limiting the comparability from period to period of
the Company's consolidated statements of income (loss),
consolidated statements of cash flows and consolidated balance
sheets. As a result, the remaining content of this press release
focuses solely on the operating results, financial condition, cash
flows and liquidity of the Real Estate Business.

Ontario Securities Commission Hearing

On August 11, 2009, MID announced that, at the request of certain
MID Class A shareholders, the OSC has called a hearing regarding
MID's ability to rely on certain exemptions from the requirements
to obtain minority shareholder approval and formal valuations
under Multilateral Instrument 61- 101 - Protection of Minority
Security Holders in Special Transactions in respect of
transactions with MEC.  MID believes that the application of the
MID Class A shareholders is without merit and MID will vigorously
defend against the application.  The hearing will commence on
September 9, 2009.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MARK TAYLOR: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mark Taylor
        11452 Morning Grove Drive
        Las Vegas, NV 89135

Bankruptcy Case No.: 09-24738

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: C Andrew Wariner, Esq.
                  823 Las Vegas Blvd SO, Suite 280
                  Las Vegas, NV 89101
                  Tel: (702) 380-4176
                  Email: awariner@hotmail.com

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

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

A full-text copy of Mr. Taylor's petition, including a list of his
12 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nvb09-24738.pdf

The petition was signed by Mr. Taylor.


MERCANTILE BANCORP: Defers Payments on Trust Preferred Shares
-------------------------------------------------------------
Mercantile Bancorp, Inc., decided in June 2009 to defer regularly
scheduled interest payments on its outstanding junior subordinated
notes relating to its trust preferred securities.  The terms of
the junior subordinated notes and the trust documents allow the
Company to defer payments of interest for up to 20 consecutive
quarterly periods without default or penalty. During the deferral
period.  The respective trusts will likewise suspend the
declaration and payment of dividends on the trust preferred
securities.

During the deferral period, the Company may not, among other
things and with limited exceptions, pay cash dividends on or
repurchase its common stock nor make any payment on outstanding
debt obligations that rank equally with or junior to the junior
subordinated notes.

Mercantile Bancorp had $61.9 million of junior subordinated
debentures outstanding as of June 30, 2009, and an equivalent
amount of repackaged trust preferred securities.  The Company
believes that the deferral of interest payments on the junior
subordinated notes and the suspension of cash dividend payments on
its common stock will generate approximately $5.6 million per year
in additional cash flow and will serve to strengthen its capital
ratios and those of its subsidiary banks until those banks return
to a sufficient level of profitability.

Mercantile Bancorp's June 30, 2008, balance sheet showed
$1,699,576,000 in assets and $1,647,790,000 in liabilities.

Mercantile Bancorp, Inc. -- http://www.mercbanx.com/-- is a
Quincy, Illinois-based bank holding company with majority-owned
subsidiaries consisting of three banks in Illinois, and one bank
in each of, Missouri, Kansas and Florida, where the company
conducts full-service commercial and consumer banking business,
engages in mortgage banking, trust services and asset management,
and provides other financial services and products.  The company
also operates a full-service Mercantile Bank branch in Indiana.
In addition, the company has minority interests in eight community
banks in Missouri, Georgia, Florida, Colorado, California, and
Tennessee.


METALS USA: Names Will Smith II as VP and General Counsel
---------------------------------------------------------
Metals USA Holdings Corp. said William "Will" A. Smith II has
joined the Company as Vice President and General Counsel effective
August 10, 2009.

Lourenco Goncalves, the Company's Chairman, President and CEO
remarked: "We believe Will shares our commitment to excellence, as
well as our doing more with less mentality. We are excited Will
has joined our team as we prepare for the next phase of our
remarkable journey."

Mr. Smith is a graduate of Georgetown University Law Center with
significant experience in corporate and securities law.  Prior to
joining the Company, Mr. Smith was Senior Vice President and
General Counsel at Cross Match Technologies, Inc., and a Partner
with DLA Piper in their Corporate & Securities Practice Group.

On May 14, 2009, John A. Hageman resigned from his position as
Senior Vice President and Chief Legal Officer of Metals USA
Holdings Corp., Flag Intermediate Holdings Corporation and Metals
USA, Inc., effective as of the same date.

                          About Metal USA

Metals USA Holdings Corp. -- http://www.metalsusa.com/-- provides
a wide range of products and services in the heavy carbon steel,
flat-rolled steel, non-ferrous metals, and building products
markets.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.


METALS USA: Swings to $10.9 Million Net Loss for June 30 Quarter
----------------------------------------------------------------
Metals USA Holdings Corp. swung to a net loss of $10.9 million
for the three months ended June 30, 2009, from net income of
$44.4 million for the same period a year ago.  Net sales for the
second quarter 2009 were $267.8 million, lower compared to
$593.1 million for the same period a year ago.

For the six months ended June 30, 2009, Metals USA posted a net
loss of $31.5 million from net income of $54.0 million for the
same period a year ago.  Net sales for the second quarter 2009
were $598.0 million, lower compared to $1.082 billion for the same
period a year ago.

As of June 30, 2009, the Company had $698.1 million in total
assets and $552.1 million in total liabilities.

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?41da

                          About Metal USA

Metals USA Holdings Corp. -- http://www.metalsusa.com/-- provides
a wide range of products and services in the heavy carbon steel,
flat-rolled steel, non-ferrous metals, and building products
markets.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.


METRO-GOLDWYN MAYER: Bank Debt at 42% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 58.04
cents-on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.71
percentage points from the previous week, The Journal relates.
The loan matures April 8, 2012.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by either Moody's or S&P.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 14, among the 128 loans
with five or more bids.

Metro-Goldwyn-Mayer, Inc., is an independent, privately-held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium comprised of Providence Equity Partners,
TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ
Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said May 22 that Metro-Goldwyn-Mayer
hired Moelis & Co. to help refinance $3.7 billion debt and was in
talks with a steering committee of 140 creditors led by JPMorgan
Chase & Co. as part of the process.  Sue Zeidler at Reuters said
the studio "was exploring options for optimizing its capital
structure and has begun talks with a steering committee of its
lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


MICHAEL VICK: Gets Two-Year Deal With Philadelphia Eagles
---------------------------------------------------------
Michael Vick has signed a two-year deal with the Philadelphia
Eagles.  Michael Vick has inked a one-year accord with the
Philadelphia Eagles with an option for the team to extend it for
another 12 months.  The deal is worth $1.6 million in the first
year and $5.2 million if Mr. Vick stays for another season,
various reports say.

CNN states that the Eagles will play against Mr. Vick's former
team, the Falcons, in Atlanta on December 6.

Mason Levinson and Nancy Kercheval at Bloomberg reported that
Michael Vick said at a news conference in Philadelphia that he
gained new understanding about the importance of protecting
animals while serving time in prison and pledged not to waste his
second opportunity in the National Football League after joining
the Eagles.  "As we all know, in the past I've made some mistakes,
done some terrible things, made a horrible mistake, and now I want
to be part of the solution and not the problem." Mr. Vick stated.

The Pennsylvania Society for the Prevention of Cruelty to Animals
said in a statement that it was "incredibly disappointed" at the
news of Mr. Vick's signing.  Mr. Vick was convicted by a U.S.
federal district court in 2007 of criminal conspiracy resulting
from felonious dog fighting and was sentenced to serve 23 months
in prison.  The National Football League had suspended Mr. Vick
indefinitely after he pleaded guilty to a federal charge of
bankrolling a dogfighting operation at a home he owned in
Virginia.  Mr. Vick was freed from prison in May 2009 and he
returned to his home to serve the last two months of his 23-month
sentence in home confinement.  In July 2009, the NFL reinstated
Mr. Vick on a conditional basis.

The NFL said in a statement that Mr. Vick "will be considered for
full reinstatement and to play in regular-season games by Week 6
based on the progress he makes in his transition plan."  Citing
the league, CNN relates that Mr. Vick may participate in
practices, workouts, and meetings, and may play in his club's
final two preseason games under the conditions of his
reinstatement.

According to CNN, the Humane Society of the United States said
that Mr. Vick offered to work with the organization on anti-
dogfighting campaigns.

                        About Michael Vick

Michael Dwayne Vick is a professional American football
quarterback for the Philadelphia Eagles of the National Football
League.  He previously played for the Atlanta Falcons for 6
seasons before serving 18 months of a 23-month sentence in prison
for his involvement in an illegal dog fighting ring.

In April 2007, Vick was implicated in an extensive and unlawful
interstate dogfighting ring that operated over a period of five
years.  He pleaded guilty and was sentenced to 23 months in
federal prison.

With loss of his NFL salary and product endorsement deals,
combined with previous financial mismanagement, Vick filed for
Chapter 11 bankruptcy in July 2008.  Mr. Vick filed a Chapter 11
petition on July 7, 2008 (Bankr. E.D. Va. Case No. 08-50775).
Dennis T. Lewandowski, Esq., and Paul K. Campsen, Esq., at Kaufman
& Canoles, P.C., represent the Debtor in his restructuring
efforts.  Mr. Vick listed assets of $10 million to $50 million.

Vick was released from prison to home confinement on May 20, 2009.
On July 27 2009, NFL Commissioner Roger Goodell conditionally
reinstated Mr. Vick.

To pay off his debts, Mr. Vick has filed a proposed Chapter 11
plan that proposes to give up a portion of his future income over
six years.  The plan assumed that he's reinstated by the National
Football League and signs a new contract in order to repay
unsecured creditors owed in excess of $19 million.


MICHAELS STORES: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michael's Stores,
Inc., is a borrower traded in the secondary market at 89.29 cents-
on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 5.24
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 14,
among the 128 loans with five or more bids.

Headquartered in Irving, Texas, Michael's Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of Jan. 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in a
$2.88 billion in stockholders' deficit.  For fiscal year 2008 --
ended Jan. 31, 2009 -- the Company posted a $5 million net loss on
$3.81 billion in net sales.


MI DEVELOPMENTS: Releases 2Q & 6-Mo. Results, MEC Bankr. Update
---------------------------------------------------------------
MI Developments Inc. released its results for the three and six
months ended June 30, 2009.

                                         REAL ESTATE BUSINESS(1)
                                 Three months               Six months
    (in thousands,              ended June 30,            ended June 30,
     except per share
     figures)                 2009       2008         2009         2008

Revenues              $    55,161  $    55,299  $   108,980  $   109,334
Net income
attributable to MID  $    31,329  $    26,250  $    56,490  $    57,138
Funds from operations
("FFO")(2)           $    41,459  $    37,606  $    76,386  $    79,541
Diluted FFO per
share(2)             $      0.89  $      0.81  $      1.64  $      1.70

                                           MID CONSOLIDATED(1)
                                 Three months               Six months
    (in thousands,              ended June 30,            ended June 30,
     except per share
     figures)                2009(3)       2008        2009(3)       2008

Revenues
Real Estate
    Business           $    55,161  $    55,299  $   108,980  $   109,334
Magna Entertainment
  Corp. ("MEC")(3),(4)          -      166,281      152,935      395,766
Eliminations(3)                 -       (8,643)      (9,636)     (16,751)
                      ------------ ------------ ------------ ------------
                       $    55,161  $   212,937  $   252,279  $   488,349
                      ------------ ------------ ------------ ------------

Net income (loss)
attributable to MID
Real Estate
Business           $    31,329  $    26,250  $    56,490  $    57,138
MEC - continuing
operations(3)                -      (12,794)     (54,763)     (19,789)
Eliminations(3)              -           54         (107)         320
                   ------------ ------------ ------------ ------------
Income from
continuing
operations              31,329       13,510        1,620       37,669
MEC - discontinued
operations(3),(5)            -        4,973          864      (12,307)
                   ------------ ------------ ------------ ------------
                    $    31,329  $    18,483  $     2,484  $    25,362
                   ------------ ------------ ------------ ------------

Diluted earnings
attributable to MID
per share from
continuing
operations           $      0.67  $      0.29  $      0.03  $      0.80
Diluted earnings
attributable to MID
per share            $      0.67  $      0.40  $      0.05  $      0.54

    (1) The Company adopted United States generally accepted
        accounting principles (U.S. GAAP) as its primary basis of
        financial reporting commencing January 1, 2009, on a
        retrospective basis.  In conjunction with the adoption of
        U.S. GAAP, the Company also adopted the definition of FFO
        prescribed in the United States effective January 1, 2009
        on a retrospective basis.  The results of operations for
        the three and six months ended June 30, 2008, have been
        restated to reflect the adoption of U.S. GAAP and the
        definition of FFO prescribed in the United States.

    (2) FFO and diluted FFO per share are measures widely used by
        analysts and investors in evaluating the operating
        performance of real estate companies.  However, FFO does
        not have a standardized meaning under GAAP and therefore
        may not be comparable to similar measures presented by
        other companies.

    (3) On March 5, 2009, MEC and certain of its subsidiaries
        filed voluntary petitions for reorganization under Chapter
        11 of the United States Bankruptcy Code.

        As a result of the MEC Chapter 11 filing, the Company has
        concluded that, under generally accepted accounting
        principles (GAAP), it ceased to have the ability to exert
        control over MEC on or about March 5, 2009.  Accordingly,
        the Company's investment in MEC has been deconsolidated
        from the Company's results beginning on March 5, 2009.
        The Company's results of operations for the three months
        ended June 30, 2009, do not include the results of MEC and
        for the six months ended June 30, 2009, include MEC's
        results of operations for the period up to March 5, 2009.
        Transactions between the Real Estate Business and MEC have
        not been eliminated in the presentation of each segment's
        results of operations.  However, the effects of
        transactions between these two segments prior to March 5,
        2009, are eliminated in the consolidated results of
        operations of the Company.

    (4) Excludes revenues from MEC's discontinued operations.

    (5) Discontinued operations represent MEC's discontinued
        operations, net of certain related consolidation
        adjustments.  MEC's discontinued operations for the six
        months ended June 30, 2009, and for the three and six
        months ended June 30, 2008, include the operations of
        Remington Park, Thistledown, Portland Meadows and Magna
        Racino(TM).  In addition, MEC's discontinued operations
        for the three and six months ended June 30, 2008, include
        the operations of Great Lakes Downs, which was sold in
        July 2008.

Real Estate Business Financial Results for Quarter Ended June 2009

Revenues were $55.2 million in the second quarter of 2009 compared
to $55.3 million in the second quarter of 2008. The $0.1 million
reduction in revenues is due to a $4.6 million reduction in rental
revenues, partially offset by a $4.5 million increase in interest
and other income earned from MEC.  Rental revenues for the second
quarter of 2009 were $42.0 million as compared to $46.7 million in
the prior year period.  The decrease in rental revenues is
primarily due to foreign exchange, which had a $4.7 million
negative impact as the U.S. dollar strengthened against the
foreign currencies (primarily the Canadian dollar and the euro) in
which the Real Estate Business operates.  Property vacancies and
lease replacements and renewals also had a negative impact,
reducing revenue for the quarter by $0.4 million compared to the
prior year period.  These negative contributions to rental
revenues were partially offset by contractual rent adjustments,
which increased revenues by $0.5 million, primarily due to
cumulative CPI-based increases (being increases that occur every
five years or once a specified cumulative increase in CPI has
occurred) and fixed contractual rent adjustments implemented since
the second quarter of fiscal 2008.  Interest and other income
earned from MEC in the second quarter of 2009 was $13.1 million as
compared to $8.6 million in the prior year period.  The increase
in interest and other income earned from MEC is primarily due to
(i) $1.8 million of interest and fees earned under a loan
established in November 2008 (the "MEC 2008 Loan"),
(ii) $1.2 million of interest and fees earned under a debtor-in-
possession loan (the "DIP Loan") established in March 2009, (iii)
a $0.9 million increase in interest and fees earned under the
bridge loan established in September 2007 (the "2007 MEC
Bridge Loan") as a result of the increased level of borrowings and
arrangement fees incurred and (iv) $0.9 million of accretion of
the fair value adjustment recorded upon the deconsolidation of
MEC.  These increases in interest and other income earned from MEC
were partially offset by a $0.3 million decrease in arrangement
fees recognized under the Gulfstream Park project financing.

FFO for the second quarter of 2009 was $41.5 million ($0.89 per
share) compared to $37.6 million ($0.81 per share) in the prior
year period, representing an increase of 10%.  This $3.9 million
increase in FFO is due to reductions of $2.0 million in general
and administrative expenses, $0.7 million in foreign exchange
losses and $1.5 million in income taxes, as well as a $0.5 million
write-down of long-lived assets in the prior year period.  These
increases to FFO were partially offset by a $0.1 million reduction
in revenues and a $0.7 million increase in net interest expense.

General and administrative expenses decreased to $7.5 million for
the second quarter of 2009 from $9.5 million in the prior year
period.  The decrease over the prior year period is primarily due
to a decrease in advisory and other costs, of which $1.4 million
was incurred in connection with evaluating MID's relationship with
MEC, including MID's involvement in MEC's Chapter 11 process and
matters before the Ontario Securities Commission, whereas such
expenses for the prior year period include $4.3 million of
advisory and other costs related to the March 2008 reorganization
proposal.  This reduction in advisory and other costs was
partially offset by increased costs related to (i) the Company's
Non-Employee Director Share-Based Compensation Plan resulting from
a greater change in the Company's share price during the second
quarter of 2009 as compared to the prior year period and (ii)
increased insurance premiums.

The Real Estate Business' income tax expense for the second
quarter of 2009 was $3.2 million, representing an effective tax
rate of 9.2%, compared to income tax expense of $4.7 million and
an effective tax rate of 15.1% for the second quarter of 2008.
Excluding the $1.4 million of costs incurred in the second quarter
of 2009 in connection with evaluating MID's relationship with MEC,
including MID's involvement in MEC's Chapter 11 process and
matters before the OSC, the $4.3 million of costs associated with
the March 2008 reorganization proposal incurred in the prior year
period and the related tax impact of both items, the Real Estate
Business' effective tax rate was 10.5% in the second quarter of
2009 compared to 16.4% for the second quarter of 2008.  As the
jurisdictions in which the Real Estate Business operates have
different rates of taxation, income tax expense is influenced by
the proportion of income earned in each particular country. This
5.9% reduction in the adjusted effective tax rate is primarily due
to changes in the mix of taxable income earned in the various
countries in which the Real Estate Business operates, as well as
increased interest and other income from MEC, which is taxed in
jurisdictions that have lower rates of taxation than the Real
Estate Business' overall effective tax rate.

The Real Estate Business reported net income of $31.3 million for
the second quarter of 2009 compared to $26.3 million in the prior
year period.  The $5.0 million increase in net income is due to
reductions of $2.0 million in general and administrative expenses,
$1.5 million in income tax expense, $1.2 million in depreciation
and amortization (due primarily to the impact of foreign exchange)
and $0.7 million in foreign exchange losses, as well as a
$0.5 million write-down of long-lived assets in the prior year
period.  These increases to net income were partially offset by a
$0.7 million increase in net interest expense and a $0.1 million
reduction in revenues.

Six Months Ended June 30, 2009

Revenues were $109.0 million in the first six months of 2009
compared to $109.3 million in the first six months of 2008. The
$0.4 million reduction in revenues is due to a $10.2 million
reduction in rental revenues, partially offset by a $9.8 million
increase in interest and other income earned from MEC.  Rental
revenues for the first six months of 2009 were $82.4 million as
compared to $92.6 million in the prior year period. The decrease
in rental revenues is primarily due to foreign exchange, which had
a $10.3 million negative impact as the U.S. dollar strengthened
against the foreign currencies (primarily the Canadian dollar and
the euro) in which the Real Estate Business operates.  Property
vacancies and lease replacements and renewals also had a negative
impact, reducing revenue for the first six months of 2009 by
$1.0 million compared to the prior year period. These negative
contributions to rental revenues were partially offset by
contractual rent adjustments, which increased revenues by
$1.2 million, primarily due to cumulative CPI-based increases
(being increases that occur every five years or once a specified
cumulative increase in CPI has occurred) and fixed contractual
rent adjustments implemented since the first quarter of fiscal
2008.  Interest and other income earned from MEC in the first six
months of 2009 was $26.6 million as compared to $16.8 million in
the prior year period.  The increase in interest and other income
earned from MEC is primarily due to (i) $4.6 million of interest
and fees earned under the MEC 2008 Loan, (ii) a $3.6 million
increase in interest and fees earned from the 2007 MEC Bridge Loan
as a result of the increased level of borrowings and arrangement
fees incurred, (iii) a $1.3 million increase in arrangement fees
recognized under the Gulfstream Park project financing,
(iv) $1.3 million of interest and fees earned under the DIP Loan
and (v) $1.2 million of accretion of the fair value adjustment
recorded upon the deconsolidation of MEC.  The increase in
interest and other income earned from MEC was partially offset by
a $2.4 million reduction to the carrying value of the MEC loan
facilities at the Petition Date, reflecting the fact that certain
of the MEC loan facilities bear interest at a fixed rate of 10.5%
per annum, which is not considered to be reflective of the market
rate of interest that would have been used had such facilities
been established on the Petition Date.

FFO for the first six months of 2009 was $76.4 million ($1.64 per
share) compared to $79.5 million ($1.70 per share) in the prior
year period, representing a decrease of 4%. This $3.2 million
reduction in FFO is due to a $0.4 million reduction in revenues,
increases of $5.4 million in general and administrative expenses
and $0.9 million in net interest expense, the $0.5 million
adjustment to the carrying values of the MEC loan facilities on
deconsolidation of MEC and $3.9 million of other gains in the
prior year period.  These reductions to FFO were partially offset
by reductions of $0.7 million in foreign exchange losses and
$6.7 million in income tax expense, as well as a $0.5 million
write-down of long-lived assets in the prior year period.

General and administrative expenses increased to $19.4 million for
the first six months of 2009 from $14.0 million in the prior year
period.  The increase over the prior year period is primarily due
to $8.4 million of advisory and other costs incurred in connection
with the November 2008 reorganization proposal and evaluating
MID's relationship with MEC, including MID's involvement in MEC's
Chapter 11 process, the Stalking Horse Bid and the DIP Loan and
matters before the OSC, whereas expenses for the prior year period
include $4.3 million of advisory and other costs related to the
March 2008 reorganization proposal.  The additional increase in
general and administrative expenses is due to increased costs
related to (i) the Company's Non-Employee Director Share-Based
Compensation Plan resulting from a greater change in the Company's
share price during the second quarter of 2009 as compared to the
prior year period and (ii) increased insurance premiums.

The Real Estate Business' income tax expense for the first six
months of 2009 was $6.4 million, representing an effective tax
rate of 10.2%, compared to income tax expense of $13.1 million and
an effective tax rate of 18.7% for the first six months of 2008.
Excluding the $8.4 million of costs incurred in the first six
months of 2009 in connection with the November 2008 reorganization
proposal and evaluating MID's relationship with MEC, including
MID's involvement in MEC's Chapter 11 process and matters before
the OSC, the $4.3 million of costs associated with the March 2008
reorganization proposal incurred in the prior year period, the
$3.9 million lease termination fee received in the prior year
period and the related tax impact of these items, the Real Estate
Business' effective tax rate was 12.8% in the first six months of
2009 compared to 17.9% for the first six months of 2008.  As the
jurisdictions in which the Real Estate Business operates have
different rates of taxation, income tax expense is influenced by
the proportion of income earned in each particular country.  This
5.1% reduction in the adjusted effective tax rate is primarily due
to changes in the mix of taxable income earned in the various
countries in which the Real Estate Business operates, as well as
increased interest and other income from MEC, which is taxed in
jurisdictions that have lower rates of taxation than the Real
Estate Business' overall effective tax rate.

The Real Estate Business reported net income of $56.5 million for
the first six months of 2009 compared to $57.1 million in the
prior year period.

The $0.6 million decrease in net income is due to increases of
$5.4 million in general and administrative expenses and
$0.9 million in net interest expense, the $3.9 million of other
gains in the prior year period, the $0.5 million adjustment to the
carrying values of the MEC loan facilities on deconsolidation of
MEC and a $0.4 million reduction in revenues.  These reductions to
net income were partially offset by reductions of $6.7 million in
income tax expense, $2.5 million in depreciation and amortization
(due primarily to the impact of foreign exchange) and $0.7 million
in foreign exchange losses, as well as a $0.5 million write-down
recorded in the prior year period.

At June 30, 2009, the Real Estate Business had 27.3 million square
feet of leaseable area, with annualized lease payments of
$170.7 million, representing a return of 10.9% on the gross
aggregate carrying value of the Company income-producing
portfolio.

                MEC Chapter 11 Filing & Process

On March 5, 2009, MEC and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of Title
11 of the United States Code in the United States Bankruptcy Court
for the District of Delaware and were granted recognition of the
Chapter 11 proceedings from the Ontario Superior Court of Justice
under section 18.6 of the Companies' Creditors Arrangement Act in
Canada.

MID, through a wholly-owned subsidiary (the MID Lender), is the
largest secured creditor of MEC.  At the Petition Date, the
balance of MID's existing loans to MEC, including accrued
interest, was approximately $372 million, comprised of
$171 million under the Gulfstream Park project financing,
$23 million under the Remington Park project financing,
$125 million under the 2007 MEC Bridge Loan and $53 million under
the 2008 MEC Loan.  At June 30, 2009, approximately $386 million
(including accrued interest subsequent to the Petition Date) was
outstanding under these loan facilities.  All of these loans are
secured.  In addition, the Company owned approximately 54% of
MEC's total equity, representing approximately 96% of the total
votes attached to MEC's outstanding stock.

There can be no assurance given as to the treatment the MID
Lender's claims will receive in the Debtors' Chapter 11
proceedings, although, as a general matter, secured creditors are
entitled to priority over unsecured creditors to the extent of the
value of the collateral securing such claims.

Subject to the uncertainties of MEC's Chapter 11 process, MID
management believes that the MID Lender's claims are adequately
secured and therefore has no reason to believe that the amount of
the MEC loan facilities with the MID Lender is impaired.  However,
on July 21, 2009, the MID Lender was named as a defendant in an
action commenced by the Official Committee of Unsecured Creditors
(the Committee) in connection with MEC's Chapter 11 proceedings.
The Committee's action seeks, among other things,
recharacterization as equity of the MID Lender's claims in
relation to the indebtedness previously advanced to MEC and its
subsidiaries, equitable subordination of the MID Lender's claims
against the debtors in the Chapter 11 proceedings and the
avoidance of allegedly fraudulent transfers to the MID Lender,
including fees, interest and principal repayments received prior
to the initiation of the Chapter 11 process.  In addition, the
Committee has sought leave of the Court to pursue a separate
action against MID, the MID Lender and additional parties,
including Mr. Frank Stronach, that alleges, among other things,
breach of fiduciary duty owed to MEC and its creditors.  Although
MID and the MID Lender believe that the Committee's claims are
without merit and intend to contest them vigorously, MID can
provide no assurance as to the ultimate outcome of the Committee's
action.

DIP Loan

In connection with the Debtors' Chapter 11 filing, MID (through
the MID Lender) originally agreed to provide to MEC the DIP Loan
in the amount of up to $62.5 million and with a term of six
months.  On April 20, 2009, the DIP Loan was amended to, among
other things, (i) extend the maturity from September 6, 2009, to
November 6, 2009, in order to allow for a longer marketing period
in connection with MEC's asset sales and (ii) reduce the principal
amount available from $62.5 million to $38.4 million, with the
reduction attributable to the fact that interest on the pre-
petition loan facilities between MEC and the MID Lender will
accrue during the Chapter 11 process rather than being paid
currently in cash.

At June 30, 2009, $20.8 million was due under the DIP Loan.
Subsequent to June 30, 2009, an additional $7.0 million has been
drawn under the DIP Loan.

The DIP Loan is secured by liens on substantially all assets of
MEC and its subsidiaries (subject to prior ranking liens), as well
as a pledge of capital stock of certain guarantors.

MEC Asset Sales

MEC's Chapter 11 filing contemplates MEC selling all or
substantially all of its assets through an auction process and
using the proceeds from the asset sales to repay its creditors,
including the MID Lender.  On the Petition Date, and subject to
Court approval, MID entered into an agreement with MEC to purchase
MEC's relevant interests associated with certain assets (the
Stalking Horse Bid).  However, on April 20, 2009, in response to
objections raised by a number of parties in the MEC Chapter 11
process and with the intent of expediting that process, MID and
MEC terminated the Stalking Horse Bid.

On May 11, 2009, the Court approved the bid procedures for MEC's
interests associated with the following assets (the Bid Procedures
Assets): Santa Anita Park (including MEC's joint venture interest
in the Shops at Santa Anita); Remington Park; Lone Star Park;
Thistledown; Portland Meadows; StreuFex(TM); vacant lands located
in Ocala, Florida; and vacant lands located in Dixon, California.
Initial expressions of interest for the Bid Procedures Assets were
submitted on May 27, 2009, by interested parties.  On or prior to
the July 31, 2009 deadline, additional expressions of interest and
definitive bids were received by MEC in relation to certain of the
Bid Procedures Assets and MEC is currently in discussions with
various third parties regarding potential stalking horse bids for
several of such assets.  MID has stated that it does not intend to
submit a bid for any of the Bid Procedures Assets; provided,
however, that MID intends to preserve the value of its secured
loans to MEC and will take all available steps to prevent fire
sales of the Bid Procedures Assets.

On July 31, 2009, the Court approved the Debtors' motion for
authorization to sell for 6.5 million euros the assets of one of
MEC's non-debtor Austrian subsidiaries, which assets include Magna
Racino(TM) and surrounding lands, to an entity affiliated with
Fair Enterprise Limited, a company that forms part of an estate
planning vehicle for the Stronach family, certain members of which
are trustees of the Stronach Trust, MID's controlling shareholder.

On August 4, 2009, the Debtors filed a motion with the Court
seeking authorization to sell, subject to higher and better
offers, certain real property located in Ocala, Florida for
$5.75 million to an entity related with Fair Enterprise Limited.
Pursuant to the motion, all valid liens of the MID Lender will
attach to the proceeds of the sale of the Ocala property.  A
hearing on the motion is scheduled for August 26, 2009.

On August 12, 2009, the Debtors filed a motion with the Court
seeking authorization to sell, subject to higher and better
offers, Remington Park for $80.25 million to a third party.
Pursuant to the motion, all valid liens of the MID Lender will
attach to the proceeds of the sale of Remington Park.  A hearing
on the motion has been requested for August 26, 2009.

MEC has advised the Court that it is continuing to explore all
alternatives with respect to its remaining assets, and although
the Stalking Horse Bid has been terminated, MID is continuing to
evaluate whether to bid on MEC assets during the course of MEC's
Chapter 11 sales process (subject to the outcome of the OSC
hearing.

Deconsolidation of MEC

As a result of the MEC Chapter 11 filing, the Company has
concluded that, under GAAP, it ceased to have the ability to exert
control over MEC on or about the Petition Date.  Accordingly, the
Company's investment in MEC has been deconsolidated from the
Company's results beginning on the Petition Date.

GAAP requires the carrying values of any investment in, and
amounts due from, a deconsolidated subsidiary to be adjusted to
their fair value at the date of deconsolidation.  In light of the
significant uncertainty as to whether MEC shareholders, including
MID, will receive any recovery following MEC's reorganization, the
carrying value of MID's equity investment in MEC was reduced to
zero.  Upon deconsolidation of MEC, the Company recorded an
aggregate $46.7 million reduction to the carrying values of its
investment in, and amounts due from, MEC, which is included in the
Company's consolidated statement of income (loss) for the six
months ended June 30, 2009.  Included in this aggregate amount is
a $0.5 million reduction in the carrying values of the MEC loan
facilities with the MID Lender at the Petition Date.  Although,
subject to the uncertainties of MEC's Chapter 11 process, MID
management believes that the MID Lender's claims are adequately
secured and therefore has no reason to believe that the amount of
the MEC loan facilities with the MID Lender is impaired, the
$0.5 million reduction in the carrying values of the MEC loan
facilities was required under GAAP, reflecting the fact that
certain of the MEC loan facilities bear interest at a fixed rate
of 10.5% per annum, which is not considered to be reflective of
the market rate of interest that would have been used had such
facilities been established on the Petition Date.

The deconsolidation of MEC affects virtually all of the Company's
reported revenue, expense, asset and liability balances, thus
significantly limiting the comparability from period to period of
the Company's consolidated statements of income (loss),
consolidated statements of cash flows and consolidated balance
sheets. As a result, the remaining content of this press release
focuses solely on the operating results, financial condition, cash
flows and liquidity of the Real Estate Business.

Ontario Securities Commission Hearing

On August 11, 2009, MID announced that, at the request of certain
MID Class A shareholders, the OSC has called a hearing regarding
MID's ability to rely on certain exemptions from the requirements
to obtain minority shareholder approval and formal valuations
under Multilateral Instrument 61- 101 - Protection of Minority
Security Holders in Special Transactions in respect of
transactions with MEC.  MID believes that the application of the
MID Class A shareholders is without merit and MID will vigorously
defend against the application.  The hearing will commence on
September 9, 2009.

                           About MID

MID -- http://www.midevelopments.com/--  is a real estate
operating company focusing primarily on the ownership, leasing,
management, acquisition and development of a predominantly
industrial rental portfolio for Magna and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
controlling interest in MEC, North America's number one owner and
operator of horse racetracks, based on revenue, and one of the
world's leading suppliers, via simulcasting, of live horse racing
content to the growing inter-track, off-track and account wagering
markets.

As reported by the Troubled Company Reporter on March 11, 2009,
Moody's Investors Service placed the senior debentures of MI
Developments Inc. (Ba1) on review for possible downgrade.  Moody's
rating action reflects the persistent financial issues causing
Magna Entertainment Corp. to file for Chapter 11 bankruptcy
protection on March 5, 2009 and the accelerated pressures in the
automotive sector. MID has a 54% equity stake and controls 96% of
the votes of MEC.  MID's cash flows are derived from long-term
triple-net leases, substantially all of them to MID's former
parent, Magna International, Inc. (unrated), from which MID was
spun off in 2003.


MIDWEST BANC: Breach of Covenant Raises Going Concern Doubt
-----------------------------------------------------------
Midwest Banc Holdings, Inc., said in its quarterly report for the
period ended June 30, 2009, that there is substantial doubt about
its ability to continue as a going concern.  The Company decided
not to make the principal payment, suspend the dividend on its
Series A Preferred Stock and defer the dividends on its Series T
preferred stock and interest payments on its trust preferred
securities, to retain cash and preserve liquidity and capital at
the holding company.  The revolving line of credit matured on
July 3, 2009, and the Company did not pay to the lender all of the
aggregate outstanding principal on the revolving line of credit.

On July 8, 2009, the lender advised the Company that the failure
to make the required $5 million principal payment constituted a
continuing event of default under the loan agreements.  The lender
also notified the Company that, as of July 8, the interest rate on
the revolving line of credit increased to the default interest
rate of 7.25%, and the interest rate under the term loan agreement
increased to the default interest rate of 30 day LIBOR plus
455 basis points.

The Company stated that upon the occurrence of an event of
default, the lender may, among other remedies, (1) cease
permitting the Company to borrow further under the line of credit,
(2) terminate any outstanding commitment and (3) seize the
outstanding shares of the Bank's capital stock held by the Company
which have been pledged as collateral for borrowings under the
loan agreements.

The Company's balance sheet showed total assets of $3.56 billion,
total liabilities of $3.34 billion and stockholders' equity of
about $219.6 million.

For three months ended June 30, 2009, the Company posted a net
loss of $76.46 million compared with a net income of $2.42 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $81.78 million compared with a net loss of $2.98 million for
the same period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41df

Midwest Banc Holdings, Inc. (NASDAQ:MBHI) is a community-based
bank holding company.  Through its wholly-owned subsidiaries, the
Company provides a range of services, including traditional
banking services, personal and corporate trust services, and
insurance brokerage and retail securities brokerage services.  The
Company's principal operating subsidiary is Midwest Bank and Trust
Company, an Illinois state bank that operates 27 banking centers
in the Chicago metropolitan area. The Company operates in the
community banking business segment, providing a range of services
to individual and corporate customers.


MIKE YOUNG: Files for Chapter 11, Wants Emergency Hearing
---------------------------------------------------------
Bill Leger at KFDM News reports that Mike Young Motors has filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
in Beaumont.

KFDM relates that Robert Barron, Mike Young's lawyer, said that he
will file motions for an emergency hearing.

According to KFDM, Mike Young was at the center of a KFDM probe in
May 2009.  Reports say that former Mike Young clients complained
of misleading and deceptive practices by the dealership, which in
turn blamed many of the problems on sales people it described as
inexperienced.

Mike Young's financial problems were due to Hurricane Ike, Chapter
11 filings by GMAC and Chrysler, and a delay in the government's
Cash for Clunkers program, Mr. Barron said in a statement.

Citing Mr. Barron, KFDM relates that it's too early to know how
claims will be handled for customers who purchased extended
warranties backed by Mike Young, and that will be part of the
reorganization.  Mr. Barron said that manufacturer warranties
remain in effect, the report states.

KFDM reports that GMAC spokesperson Michael Stoller said that the
lender had attempted last week to reclaim vehicles it considers
collateral on the Mike Young lot.

Mr. Barron said that he and the attorneys for GMAC and Chrysler
have been working together, and he expects talks to continue in a
court hearing this week, KFDM relates.

Mike Young Motors is a Winnie car dealership.


MILACRON INC: Will Cut 10% of Workforce in North America
--------------------------------------------------------
Bill Bregar at Plastics News reports that Milacron Inc. said that
it will lay off 130 employees, or 10% of workforce, across its
North American businesses.

Plastics News says that Milacron awaits a sale that will bring it
out of Chapter 11 bankruptcy.  The court approved Milacron's sale
to investor groups Avenue Capital Group and DDJ Capital Management
LLC.  A Milacron spokesperson said that the sale could be final by
the end of this month, Plastics News relates.

Milacron said in a statement, "The changes were made to size our
business appropriately for current business levels.  These steps
not only lower our overhead costs, they streamline our
organization -- driving decision-making closer to customers and
making us more agile and responsive to customers' evolving
requirements."

Herb Hutchison sent an e-mail to business contacts on August 11
saying that Milacron has eliminated his director of international
business development for Extrusion Systems Division position,
Plastics News states.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At April 30, 2009, the Company had $527,497,000 in total assets
and $809,732,000 in total liabilities.


MILACRON INC: Asks Court's Nod to Change Names Upon Sale Closing
----------------------------------------------------------------
Milacron, Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of Ohio, for authority to change their names
upon the closing of the sale of substantially all of their assets
to MI 363 Bid LLC, as set forth below:

    Debtor Entities                       New Name
    ---------------                       --------
    Milacron Inc.                         MI 2009 Inc.
    Cimcool Industrial Products, Inc.     CIP 2009 Inc.
    Milacron Marketing Company            MMC 2009 Inc.
    Milacron Plastics Technology Group    MPTG 2009 Inc.
    D-M-E Company, Inc.                   EMD 2009 Inc.
    Milacron Canada Limited               1787230 Ontario Limited
    Milacron Capital Holdings B.V.        MCH 2009 B.V.

On June 30, 2009, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to MI 363 Bid LLC for
roughly $175 million.  Pursuant to the pursuant agreement, the
purchaser requested that the Debtors discontinue using each of
their respective names.

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At June 30, 2009, the Company had $528,548,000 in total assets and
$818,577,000 in total liabilities.


MOMENTIVE PERFORMANCE: Bank Debt Trades at 20% Off
--------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials, Inc., is a borrower traded in the secondary
market at 79.36 cents-on-the-dollar during the week ended Friday,
Aug. 14, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.93 percentage points from the previous week, The
Journal relates.  The loan matures on Dec. 5, 2013.  The Company
pays 250 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B1 rating and Standard & Poor's CCC-
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 14, among the 128 loans with five or more bids.

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of March 29, 2009, Momentive had $3.42 billion in total assets
on $4.08 billion in total liabilities, resulting in $662.8 billion
in stockholders' deficit.

The Troubled Company Reporter said on June 17, 2009, that Standard
& Poor's Ratings Services lowered its corporate credit rating on
Momentive Performance Materials to 'SD' from 'CC' and its senior
unsecured and subordinated debt ratings on the company to 'D' from
'C' following the completion of what S&P considers to be a
distressed exchange offer.  In addition S&P has removed the
ratings from CreditWatch, where they were placed with negative
implications on March 17, 2009.  All S&P's other ratings on
Momentive and its subsidiaries remain unchanged.

Moody's Investors Service also deemed the recently concluded notes
exchange offer which included issuance of secured second lien
notes to be a distressed exchange, and lowered the Probability of
Default Rating of Momentive Performance Materials to Ca/LD from
Caa3.  Moody's also changed some of Momentive's other ratings to
reflect the occurrence of a distressed exchange.  The ratings on
Momentive's senior unsecured notes and senior subordinated notes
were changed to Ca from Caa2 and Caa3, respectively, reflecting
the low applicable clearing price resulting from the exchange
offer.  Moody's affirmed Momentive's Corporate Family Rating at
Caa1, its senior secured first lien debt (revolver and term loan)
at B1 and its Speculative Grade Liquidity Rating at SGL-3.  The
rating outlook is negative.


MXENERGY HOLDINGS: S&P Cuts CCR to 'SD', Then Withdraws Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services on August 12 said it lowered
its long-term corporate credit rating on natural gas retail
marketer MXEnergy Holdings Inc. to 'SD' from 'CC'. In addition, we
lowered the rating on the company's approximate $165 million of
senior unsecured notes due 2011 to 'D' from 'C'. The recovery
rating on MXEnergy's notes is unchanged at '6', which indicates
that lenders can expect negligible (0% to 10%) recovery in the
event of a payment default.

"We are taking the rating action due to the pending completion of
the company's exchange offer, which has already received
sufficient note tenders to institute the exchange offer.  We also
expect to withdraw the company's rating in the very near future at
the company's request. We have not changed the '6' recovery
rating, which reflects our expectations for the small quantity of
notes that have not been tendered.  We expect negligible recovery
(0-10%) upon default due to the senior claims of the company's
secured credit facilities," S&P said.

The company launched the current exchange offer in June 2009 and
is required to deliver evidence that at least 90% of the senior
noteholders have validly tendered and not withdrawn their senior
notes in the exchange offer before Aug. 28, 2009.  As of July 28,
2009, about $159 million (or slightly over 95%) of the notes have
been tendered in the exchange offer and consented to the proposed
amendments in the consent solicitation. As per the exchange
offer, for each $1,000 principal amount of notes exchanged, an
eligible holder will receive a cash payment of $138.15, $393.33
principal amount of a new series of the company's 13% senior
secured notes due 2014, and 188.91 shares of the company's common
stock.

"According to our rating definitions, we assign a 'D' rating when
we believe that any default will be a general default and that the
obligor will fail to pay all or substantially all of its
obligations as they come due.  Our default definition includes
payment defaults on both rated and unrated financial obligations.
In addition, under our criteria, we treat distressed exchange
offers to restructure debt obligations as equivalent to a default
on the part of the issuer, even though, technically, investors may
accept such an offer voluntarily and no legal default occurs.
We assign an 'SD' rating when we believe that the obligor has
selectively defaulted on a specific issue or class of obligations
but it will continue to meet its payments on other issues or
classes of obligations in a timely manner," S&P explained.

                         Ratings Withdrawn

Standard & Poor's Ratings Services said August 13 it withdrew
its 'SD' corporate credit rating and 'D' senior unsecured
rating on natural gas retail marketer MXEnergy Holdings Inc. at
the issuer's request.  "We lowered the company's corporate
credit and senior unsecured ratings yesterday to 'SD' and 'D'
due to the pending completion of the company's exchange offer,
which has already received sufficient note tenders to institute
the exchange offer."


NACIO SYSTEMS: Chapter 11 Plan Functioned as Security Agreement
---------------------------------------------------------------
WestLaw reports that a Chapter 11 reorganization plan which a
debtor had signed, and which manifested an intent by the debtor to
grant a security interest in substantially all of its assets to
the creditor funding the debtor's performance of its plan, was
sufficient under California law to function as a security
agreement.  A bankruptcy judge in California noted that a Chapter
11 reorganization plan resembles a consent decree and should be
construed basically as a contract.  In re Nacio Systems, Inc., ---
B.R. ----, 2009 WL 2430818 (Bankr. N.D. Cal.).

Nacio Systems, Inc., sought protection under chapter 11 in 2002,
and emerged under a plan of reorganization in 2003.

Nacio Systems, Inc. -- http://www.nacio.com/-- filed a second
chapter 11 petition (Bankr. N.D. Calif. Case No. 08-10078) on
January 18, 2008; is represented by Craig K. Welch, Esq., at Welch
and Olrich, L.L.P., in Petaluma, Calif.; and estimates its assets
and debts at less than $10 million.


NEXIENT LEARNING: Global Knowledge to Buy Assets & Operations
-------------------------------------------------------------
Nexient Learning Inc. has entered into an agreement through which
Global Knowledge will purchase certain assets and operations of
Nexient Learning, subject to court approval.  This completes the
marketing and sale process Nexient initiated on June 26 with the
filing of CCAA protection and enables Nexient's business to
continue without disruption.  Financial terms of the transaction
were not disclosed.

"Nexient is delighted to join forces with Global Knowledge to
offer our clients an expanded learning portfolio and to deliver
our learning products in the international marketplace.  Global
Knowledge's international reputation as a leader in the training
industry as well as their management and financial strength will
provide the needed support to secure our position as market leader
in Canada," said Nexient's President and Chief Executive Officer,
Donna de Winter.  "We look forward to becoming a part of the
Global Knowledge team."

"We view the Canadian training marketplace as having significant
growth potential and the chance to acquire Nexient's operations
presented a rare opportunity to expand in this important market,"
Brian Branson, CEO and President of Global Knowledge said.  "We
are excited to let the customers of both companies know that they
will not only experience the same great service they've been
receiving from Nexient and Global Knowledge, but that our combined
learning portfolios of technical and soft skills will address an
even wider array of their talent management needs."

The business will continue to operate under the Nexient brand for
an undetermined period.

                    About Global Knowledge

Global Knowledge -- http://www.globalknowledge.com-- is the
worldwide leader in IT and business training.  Global Knowledge
delivers via training centers, private facilities, and the
Internet, enabling its customers to choose when, where, and how
they want to receive training programs and learning services. The
company's more than 700 courses span foundational and specialized
training and certifications.  Founded in 1995, Global Knowledge
employs more than 1,200 people worldwide and is headquartered in
Cary, N.C.  The company is owned by New York-based investment firm
Welsh, Carson, Anderson, and Stowe.

                  About Nexient Learning Inc.

Nexient Learning Inc. -- http://www.nexientlearning.com-- is the
largest corporate training and talent development company in
Canada.  Nexient delivers industry-recognized curricula in
information technology, business process improvement and
leadership business solutions.  With 12 locations across Canada,
Nexient offers innovative learning solutions in both classroom and
online formats.  Nexient is traded on the NEX as "NXL.H".


NORANDA ALUMINUM: S&P Downgrades Rating on Senior Debt to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Noranda Aluminum Holding Corp.'s (CCC+/Developing/--) and
Noranda Aluminum Acquisition Corp.'s senior unsecured debt issues
to 'D' from 'CCC-'.  The recovery rating on these note issues
remains '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

"The ratings actions follow the company's disclosure that they had
repurchased, at a substantial discount to par, some of the
outstanding note issues during the second quarter ended June 30,
2009," said Standard & Poor's credit analyst Sherwin Brandford.

The company had also made about $200 million of note repurchases
in the first quarter ended March 31, 2009.  Standard & Poor's
views these repurchases as being tantamount to default, given the
company's highly leveraged capital structure and very weak
operating performance.

S&P will continue to rate the note issues referenced, however, S&P
expects the issue-level ratings on these note issues to remain 'D'
until S&P has made a determination that no further distressed
repurchases will be completed.

                           Ratings List

                   Noranda Aluminum Holding Corp.

     Corporate Credit Rating               CCC+/Developing/--

                            Downgraded

                   Noranda Aluminum Holding Corp.

                                       To                 From
                                       --                 ----
Senior Unsecured                      D                  CCC-
  Recovery Rating                      6                  6

                 Noranda Aluminum Acquisition Corp.

                                       To                 From
                                       --                 ----
Senior Unsecured                      D                  CCC-
  Recovery rating                      6                  6


NORTEL NETWORKS: Canada to Limit Sale Probe on Existing Safeguards
------------------------------------------------------------------
Canada Prime Minister Stephen Harper said he will not succumb to
pressure to change the country's foreign investment safeguards to
keep Nortel's assets in Canadian hands, according to an Aug. 12,
2009 report by the Toronto Star.

Sweden-based Telefonaktiebolaget LM Ericsson recently won the bid
to acquire Nortel's Code Division Multiple Access or CDMA
business and Long Term Evolution or LTE assets for $1.13 billion.

Speaking at a news conference in Panama City, Mr. Harper said
Ottawa will examine the acquisition of Nortel's assets by
Ericsson under the Investment Canada Act to ensure it is in
Canada's national interest, the Toronto Star related.

The Investment Canada Act triggers a review of foreign takeovers
valued at more than $312 million, to determine if the deal is in
Canada's interests or threatens national security.

The news source quoted Mr. Harper as saying that the Nortel-
Ericsson deal will be examined in accordance with existing
Canadian law, but that the Canadian government doesn't foresee
the creation of "any [new] kind of legislation to increase
protectionism in terms of foreign investment in Canada."  Mr.
Harper noted that Canada supports the concept of global open
markets and believed that increased foreign investment
protectionism would hamper that goal.

The Nortel-Ericsson transaction has elicited strong reactions
from various groups who said the sale of Nortel's assets to a
foreign-owned corporation is not in Canada's interests.  Among
them are Research In Motion, the manufacturers of the BlackBerry
mobile phone; Ontario Finance Minister Dwight Duncan; and Liberal
Industry Critic Marc Garneau.

RIM co-CEO Mike Lazaridis said selling the Nortel assets to a
foreign company would be as damaging to Canada as allowing the
AVRO Arrow project to fail 50 years ago, according to an August
13, 2009 report by the Edmonton Sun.  RIM previously related that
it made a bid for the Nortel assets, but was ignored by the
Company.

Liberal Industry Critic Marc Garneau sent a letter to Canada
Industry Minister Tony Clement dated August 12, 2009, insisting
that the Ericsson sale be subject to careful review under the
Investment Canada Act to determine if it is of "net benefit" to
Canada.  Mr. Garneau also urged the government to look into the
plight of the Nortel pensioners as part of the review.  He added
that the Liberal Party supports the proposal of RIM's co-CEO for
an "immediate discussion of principal players" of the sale under
the guidance of the government.

Ontario Finance Minister Dwight Duncan also demanded the federal
government to intervene in the Ericsson sale, contending that
"Nortel has benefited from tax credits to develop its technology
and that any assets should stay in Canadian hands," the Edmonton
Sun added.

Nortel executive George Riedel, however, said his company has not
used tax credits in the last 10 years to subsidize its research
and development and that the company's book value is closer to
$150 million which should exempt it from a government review,
Edmonton Sun noted.

                         Verizon Contracts

In a separate filing, Nortel has notified the Court that it is
withdrawing the proposed assumption and assignment of certain of
its contracts with Verizon Wireless in connection with the sale
of its Code Division Multiple Access (CDMA) business and Long
Term Evolution (LTE) assets to Ericsson.

                      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: Files 2nd Quarter Report With SEC
--------------------------------------------------
Nortel Networks Corporation announced its results for the second
quarter 2009.

                 NORTEL NETWORKS CORPORATION
            Unaudited Consolidated Balance Sheets
                     As of June 30, 2009

ASSETS
Current assets
Cash and cash equivalents                    $2,562,000,000
Short-term investments                            6,000,000
Restricted cash and cash equivalents            110,000,000
Accounts receivable-net                       1,521,000,000
Inventories-net                               1,128,000,000
Deferred income taxes-net                        17,000,000
Other current assets                            535,000,000
Assets held for sale                            248,000,000
                                             ---------------
Total current assets                          6,127,000,000

Investments                                      138,000,000
Plant and equipment-net                        1,066,000,000
Goodwill                                         131,000,000
Intangible assets-net                            123,000,000
Deferred income taxes-net                         13,000,000
Other assets                                     253,000,000
                                             ---------------
Total assets                                  $7,851,000,000
                                             ===============


LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Trade and other accounts payable               $334,000,000
Payroll and benefit-related liabilities         423,000,000
Contractual liabilities                         144,000,000
Restructuring liabilities                        87,000,000
Other accrued liabilities                     1,694,000,000
Long-term debt due within one year                3,000,000
Liabilities held for sale                        333,000,000
                                             ---------------
Total current liabilities                      3,018,000,000

Long-term liabilities
Long-term debt                                   93,000,000
Deferred income taxes-net                         9,000,000
Other liabilities                               736,000,000
                                             ---------------
Total long-term liabilities                      838,000,000

Liabilities subject to compromise              7,967,000,000
                                             ---------------
Total liabilities                            $11,823,000,000

SHAREHOLDERS' DEFICIT
Common shares, without par value - Authorized
shares: unlimited; Issued and outstanding
shares: 497,941,038 as of June 30, 2009      35,597,000,000

Additional paid-in capital                     3,645,000,000
Accumulated deficit                          (43,144,000,000)
Accumulated other comprehensive loss            (892,000,000)
                                             ---------------
Total NNC shareholders' deficit               (4,794,000,000)
Non-controlling interests                        822,000,000
                                             ---------------
Total shareholders' deficit                   (3,972,000,000)
                                             ---------------
Total liabilities & shareholders' deficit     $7,851,000,000
                                             ===============

               NORTEL NETWORKS CORPORATION
     Unaudited Consolidated Statements of Operations
         For the Three Months Ended June 30, 2009

Revenues:
Products                                     $1,703,000,000
Services                                        269,000,000
                                             ---------------
Total revenues                                1,972,000,000

Cost of revenues:
Products                                      1,075,000,000
Services                                        143,000,000
                                             ---------------
Total cost of revenues                         1,218,000,000
                                             ---------------

Gross profit                                     754,000,000
Selling, general & admin expense                 437,000,000
Research and development expense                 301,000,000
Amortization of intangible assets                 11,000,000
Goodwill impairment                                        -
Special charges                                            -
Gain on sales of businesses and assets           (15,000,000)
Other operating expense (income)-net               4,000,000
                                             ---------------
Operating earnings (loss)                         16,000,000
Other income (expense)-net                       (14,000,000)
Interest and dividend income                               -

Interest expense:
Long-term debt                                   (74,000,000)
Other                                                      -
                                             ---------------
Loss from operations before reorganization
items, income taxes and equity in net
earnings of associated companies                 (72,000,000)
Reorganization items-net                        (130,000,000)
                                             ---------------

Loss from operations before income taxes
and equity in net earnings of
associated companies                            (202,000,000)
Income tax expense                               (62,000,000)
                                             ---------------
Loss from operations before equity in
net earnings of associated companies            (264,000,000)

Equity in net earnings of associated
companies-net of tax                               1,000,000
                                             ---------------
Net loss                                       ($263,000,000)
                                             ===============
Income attributable to noncontrolling interests  (11,000,000)
Net loss attributable to
   Nortel Networks Corporation                 ($274,000,000)
                                             ===============

               NORTEL NETWORKS CORPORATION
      Unaudited Consolidated Statements of Cash Flows
          For the Six Months Ended June 30, 2009

Cash flows from (used in) operating activities:
Net loss attributable to NNC                   ($781,000,000)

Adjustments to reconcile net loss to net
cash from (used in) operating activities:

Amortization and depreciation                   157,000,000
Goodwill impairment                              48,000,000
Non-cash portion of cost reduction activities     5,000,000
Equity in net earnings of associated
companies-net of tax                            (1,000,000)
Share-based compensation expense                101,000,000
Deferred income taxes                            20,000,000
Pension and other accruals                       83,000,000
Loss (gain) on sales and write downs of
investments, businesses & assets-net           (28,000,000)
Income attributable to non-controlling
interests-net of tax                            37,000,000
Reorganization items-non cash                   124,000,000
Other-net                                        18,000,000
Change in operating assets & liabilities        360,000,000
                                             ---------------
Net cash from (used in) operating activities     143,000,000

Cash flows from (used in) investing activities:
Expenditures for plant & equipment              (26,000,000)
Proceeds on disposals of plant & equipment       87,000,000
Change in restricted cash & cash equivalents    (69,000,000)
Decrease in short & long-term investments        40,000,000
Acquisitions of investments & businesses-net
of cash acquired                                          -
Proceeds from the sales of investments &
businesses & assets-net                          25,000,000
                                             ---------------
Net cash from (used in) investing activities      57,000,000

Cash flows from (used in) financing activities:
Dividends paid including paid by subsidiaries
to noncontrolling interests                      (7,000,000)
Capital repayment to noncontrolling interests   (29,000,000)
Increase in notes payable                        30,000,000
Decrease in notes payable                       (76,000,000)
Proceeds from issuance of long-term debt                  -
Repayments of long-term debt                              -
Debt issuance costs                                       -
Repayments of capital lease obligations          (8,000,000)
                                             ---------------
Net cash used in financing activities            (90,000,000)
                                             ---------------
Effect of foreign exchange rate changes on
cash and cash equivalents                        55,000,000

Net increase (decrease) in cash &
cash equivalents                                165,000,000
                                             ---------------
Cash & cash equivalents, beginning             2,397,000,000
                                             ---------------
Cash & cash equivalents, end                  $2,562,000,000
                                             ===============

A full-text copy of Nortel Networks' Second Quarter 2009
Financial Results filed on Form 10-Q is available at the U.S.
Securities and Exchange Commission at:

              http://ResearchArchives.com/t/s?4199

                      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: In Talks for Sale of Remaining Asset, Says E&Y
---------------------------------------------------------------
Ernst & Young Inc., the court-appointed monitor of Nortel
Networks Corporation and its four Canadian affiliates, delivered
to the Ontario Superior Court of Justice its 19th monitor report
to provide updates on the status of the Applicants' restructuring
initiatives, changes in their corporate governance and the
proposed expansion of the firm's duties in their insolvency
cases.

In its report dated August 11, 2009, Ernst & Young related that
the Applicants' continue to make progress in the implementation
of their restructuring strategies.  The firm cited the sale of
the Applicants' Code Division Multiple Access (CDMA) business and
Long Term Evolution (LTE) assets to Telefonaktiebolaget LM
Ericsson for US$1.13 billion, and the proposed sale of their
Enterprise Solutions business to Avaya Inc. for US$475 million or
to another company that would offer a better bid.

Ernst & Young also reported that the Applicants and the other
Nortel units continue to engage in talks with companies
interested to acquire their other businesses, and assess other
restructuring alternatives for their businesses in case they fail
to maximize value through a sale of their assets.

          Changes in Applicants' Corporate Governance

The Monitor's Report also disclosed some changes in the
Applicants' corporate governance, including the resignation of
their chief executive officer effective August 10, 2009, and a
reduction in the size of NNC and Nortel Networks Limited's Board
of Directors from nine members to three.

As a result of additional responsibilities being assumed by the
three remaining directors, their compensation will be increased
to $225,000 per director per annum.  Meanwhile, the fee for the
Chairman of the Board will increase to $325,000 per annum,
according to the report.

Ernst & Young said the changes will not affect the level of
customer service and supplier relationships on an "on-going, day-
to-day, operational basis."  The Monitor further said that in
connection with the changes, the Applicants are seeking approval
from the Canadian Court to expand the powers and duties of the
firm with respect to the oversight of their business, sales
processes and other restructuring activities.

The Applicants, the Monitor added, are also in the process of
identifying a principal officer for the bankrupt U.S.-based
Nortel units, who will work with the Official Committee of
Unsecured Creditors, the bondholders group and Ernst & Young to
protect the interests of creditors of the U.S.-based Nortel
units.

                      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: Proposes Entry Into New Lease With Prudential
--------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors seek approval of
the U.S. Bankruptcy Court for the District of Delaware to enter
into a new lease agreement with The Prudential Insurance Company
of America.

The Agreement will replace the parties' current lease, which will
be rejected effective August 12, 2009.  The new lease permits the
Debtors to continue using a facility in Santa Clara, California,
for their business operations.   The facility is being used to
house the Debtors' research and development laboratories for
their Enterprise Solutions business, which is presently up for
sale.

Under the New Lease Agreement, the Debtors will be using a
smaller space and is required to pay $1,840,678 as security.  The
New Lease will not become effective until the current lease is
rejected.  The New Lease Agreement is set to expire on May 31,
2014.

As part of the consideration conveyed to the Debtors for entering
into the New Lease Agreement, Prudential Insurance agreed to
waive any claim it has against the Debtors in connection with the
rejection or termination of their current lease.

The hearing to consider approval of the Debtors' request is
scheduled for August 18, 2009.  Creditors and other concerned
parties have until August 17, 2009, to file their objections.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel 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: Wants Monitor to Lead Sale of Remaining Assets
---------------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates ask
the Ontario Superior Court of Justice to expand the duties of
Ernst & Young Inc. in their insolvency proceedings.

Ernst & Young was appointed by the Canadian Court to monitor the
properties and the conduct of business of NNC, Nortel Networks
Limited, Nortel Networks Global Corporation, Nortel Networks
International Corporation and Nortel Networks Technology
Corporation.  The Nortel companies filed for creditor protection
under the Companies' Creditors Arrangement Act.

The Applicants ask the Canadian Court to further authorize Ernst
& Young to, among other things:

  (1) conduct, supervise and direct the sale of the Applicants'
      properties or business, and any process for the allocation
      and distribution of the sale proceeds;

  (2) cause the Applicants to administer their business, affairs
      and operations, which Ernst & Young considers necessary to
      complete any transaction for the sale of their business;

  (3) administer the Applicants' claims process and other
      claims bar or resolution process approved by the
      Canadian Court within their insolvency proceedings;

  (4) cause the Applicants to propose a plan of compromise or
      arrangement;

  (5) employ assistants and advisors, or cause the Applicants to
      employ those personnel, if necessary;

  (6) apply for orders necessary or advisable to carry out its
      powers and obligations;

  (7) coordinate with the chief restructuring officer of the
      Applicants or any person holding similar position;

  (8) cause the Applicants to exercise their authority as
      shareholders of their subsidiaries;

  (9) meet and consult with the Applicants' board of directors;

(10) meet with and direct management of the Applicants with
      respect to operational and restructuring matters, among
      other things; and

(11) coordinate with the principal officer of Nortel Networks
      Inc. or any successor or assign of that entity with
      respect to operational and restructuring matters.

"At this critical transition point in the proceedings, the
expansion of the role of the monitor is an important step to
facilitate the applicants' ongoing goal of maximizing value for
the businesses as well the conduct of the claims process and
other matters related to the CCAA proceedings," says Gordon
Davies, chief legal officer of NNC.

                      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)


NORTH MIAMI: U.S. Trustee Sets Meeting of Creditors for Sept. 2
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in North Miami Shopping Center Venture's Chapter 11 case on
Sept. 2, 2009, at 2:30 p.m.  The meeting will be held at Room
100-B, 501 East Polk St., (Timberlake Annex), Tampa, Florida.

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

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

Clearwater, Florida-based North Miami Shopping Center Venture
filed for Chapter 11 on Aug. 2, 2009 (Bankr. M. D. Fla. Case No.
09-16991).  Joel S. Treuhaft Law Offices represents the Debtor in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


NORTHFIELD LABS: Sept. 4 Voting Deadline for Liquidation Plan Set
-----------------------------------------------------------------
On August 11, 2009, the U.S. Bankruptcy Court for the District of
Delaware approved the disclosure statement explaining Northfield
laboratories Inc.'s amended plan of liquidation, as containing
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

The Court has set September 4, 2009, at 4:00 p.m. as the voting
deadline by which ballots accepting or rejecting the Plan must be
received.

On September 11, 2009 at 10:00 a.m., a hearing will be held before
the Honorable Brendan L. Shannon in the Bankruptcy Court, 824
North Market Street, 6th Floor, Wilmington, Delaware 19801 to
consider confirmation of the Plan.  Objections, if any, to the
Bankruptcy Court's confirmation of the Plan, including any
supporting memoranda, must be filed together with proof of service
on or before September 8, 2009 at 4:00 p.m.

A copy of the disclosure statement, which includes the Plan as
Appendix A thereto, is available for free at:

               http://researcharchives.com/t/s?41e6

                      Summary of Plan Terms

Upon the Effective Date of the Plan, all of the assets of the
Debtor will be transferred to a liquidating trust.  The
Liquidation Trust will seek to finish the wind-down of the
Company's business, liquidate the Company's assets and pursue
causes of action, including avoidance actions, with the purpose of
maximizing the recovery for the beneficiaries of the Liquidation
Trust, including the holders of allowed Claims and, if possible,
equity holders.  As of the Effective Date, the Debtor shall cease
to exist and be deemed dissolved pursuant to applicable state law.

To maximize the value that can be realized from its assets, the
Company contemplated, among other things, (i) marketing and sale
of its Mt. Prospect, Illinois, plant; (ii) marketing and sale of
its intellectual property assets; (iii) sale of all other
remaining assets; and (iv) preservation of its value through the
mitigation of administrative claims and other wind-down costs to
the extent possible.

Each holder of an allowed Class 2 general unsecured claim will
receive a pro rata distribution of any available liquidation
proceeds or such lesser amount that would result in the holder
receiving or retaining aggregate distibutions of a value, as of
the Effective Date, equal to the allowed amount of such claim.
Class 2 is impaired and holders thereof are entitled to vote to
accept or reject the Plan.

On each distribution date, each holder of an allowed Class 3
Securities Claim will receive a pro rata distribution, together
with allowed Class 4 Interests, of any available liquidation
proceeds that remain after the payment and satisfaction of allowed
Class 2 general unsecured claims.  Holders of Class 3 Securities
Claims are deemed to have rejected the Plan and will not be
entitled to vote.

Class 4 Interests will be deemed cancelled and extinguished as of
the Effective Date.   Class 4 Interests are deemed to have
rejected the Plan and will not be entitled to vote.

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
-- http://www.northfieldlabs.com/-- was founded and incorporated
under the laws of the State of Delaware in June 1985 to
commercialize the scientific development of a hemoglobin-based
oxygen-carrying red blood cell substitute (PolyHeme).  The Company
financed its research and development and other activities through
the sale of public and private securities and, to a lesser extent,
the license of product rights.  In 1994, the Company completed an
initial public offering and its shares were publicly traded on
NASDAQ under the ticker symbol "NFLD" from that time until trading
was suspended on June 11, 2009.  The Company's shares were
subsequently de-listed effective July 13, 2009.

The Company completed its Biologic License Application for
PolyHeme and submitted it to the U.S. Food & Drug Administration
on October 29, 2008.  On April 30, 2009, the FDA informed the
Company that it completed its review of the Company's BLA and
found "that the information and data submitted are inadequate for
final approval action."

The Company thereafter concluded it unlikely that sufficient
additional capital could be raised to support such further product
development.  Thus, the Company expeditiously began winding-down
its operations.

Northfield Laboratories Inc. filed for Chapter 11 on June 1, 2009
(Bankr. D. Del. Case No. 09-11924).  Ian Connor Bifferato, Esq.,
Kevin G. Collins, Esq., and Thomas F. Driscoll, III, Esq., at
Bifferato LLC, serve as co-counsel.  Lucian Borders Murley, Esq.,
and Mark Minuti, Esq., and Robyn F. Pollack, Esq., at Saul Ewing
LLP, represent the official committee of unsecured creditors as
counsel.  The Debtor's schedules of assets and liabilities
disclosed $9,453,720 in assets against debts of $1,793,115.


NV BROADCASTING: Section 341(a) Meeting Set for August 28
---------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene
a meeting of creditors of NV Broadcasting LLC and its debtor-
affiliates on Aug. 28, 2009, at 11:00 a.m., J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112 in Wilmington, Delaware.

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

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

NV Broadcasting, LLC, is a wholly owned subsidiary of NV
Television, LLC, which in turn is wholly owned by NV Media, LLC,
whose parent is New Vision Television, LLC, who is not a debtor in
these cases.

PBC Television Holdings is a privately-held limited liability
company that owns 100% of PBC Broadcasting, LLC.  Todd Parkin owns
100% of the issued and outstanding limited liability company units
of PBC Television Holdings.

The NV Debtors own and operate 11 television stations that are
affiliated with major networks, together with several satellite
stations and additional low power television stations that
retransmit the signals of the affiliated television stations, and
through joint sales or share services agreements, provide sales,
operational, and other services to two major network affiliated
stations owned by the PBC Debtors.  The NV and PBC stations are
located in nine diverse markets across the southern, midwestern
and nortwestern United States.

The NV Debtors and the PBC Debtors filed separate petitions for
Chapter 11 relief on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12473).  In its petition, NV Broadcasting, LLC, listed between
$10 million and $50 million in assets, and between $100 million
and $500 million in liabilities.

Locke Lord Bissell & Liddell LLP is the proposed counsel for the
NV Debtors.  Polsinelli Shughart PC is the proposed Delaware
counsel fpr the NV Debtors.  The PBC Debtors selected Womble
Carlyle Sandridge & Rice, PLLC, as their counsel.  Moelis &
Company is the proposed financial advisor and investment banker to
the Debtors.  BMC Group Inc. is the Debtors' claims, noticing and
balloting agent.


NV BROADCASTING: Files Schedules of Assets and Liabilities
----------------------------------------------------------
NV Broadcasting LLC filed with U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------            ------------    ------------
  A. Real Property
  B. Personal Property            $57,262,943
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $322,562,396
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $26,937,702
                                 ------------    ------------
          TOTAL                   $57,262,943     $349,500,09

A copy of NV Broadcasting schedules is available at
http://ResearchArchives.com/t/s?41c8

Thirty of the Debtors' affiliates also filed separate schedules of
assets and liabilities with the Court.

NV Broadcasting, LLC, is a wholly owned subsidiary of NV
Television, LLC, which in turn is wholly owned by NV Media, LLC,
whose parent is New Vision Television, LLC, who is not a debtor in
these cases.

PBC Television Holdings is a privately-held limited liability
company that owns 100% of PBC Broadcasting, LLC.  Todd Parkin owns
100% of the issued and outstanding limited liability company units
of PBC Television Holdings.

The NV Debtors own and operate 11 television stations that are
affiliated with major networks, together with several satellite
stations and additional low power television stations that
retransmit the signals of the affiliated television stations, and
through joint sales or share services agreements, provide sales,
operational, and other services to two major network affiliated
stations owned by the PBC Debtors.  The NV and PBC stations are
located in nine diverse markets across the southern, midwestern
and nortwestern United States.

The NV Debtors and the PBC Debtors filed separate petitions for
Chapter 11 relief on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12473).  In its petition, NV Broadcasting, LLC, listed between
$10 million and $50 million in assets, and between $100 million
and $500 million in liabilities.

Locke Lord Bissell & Liddell LLP is the proposed counsel for the
NV Debtors.  Polsinelli Shughart PC is the proposed Delaware
counsel fpr the NV Debtors.  The PBC Debtors selected Womble
Carlyle Sandridge & Rice, PLLC, as their counsel.  Moelis &
Company is the proposed financial advisor and investment banker to
the Debtors.  BMC Group Inc. is the Debtors' claims, noticing and
balloting agent.


OLIN CORP: Moody's Assigns 'Ba1' Rating on $150 Million Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Olin
Corporation's proposed $150 million senior unsecured notes due
2019.  Proceeds from the notes will be used to improve liquidity
and pre-fund a debt maturity in 2011.  The outlook remains stable.

"While Moody's don't usually encourage companies to take on
additional debt, commodity chemical companies entering a down-
cycle are always better off with additional cash on the balance
sheet, rather than trying to fund cash deficits or upcoming
maturities at the bottom of the cycle" stated John Rogers Senior
Vice President at Moody's.

Moody's also assigned ratings to the company's shelf registration
that had previously been filed with the SEC.  Additionally,
Moody's affirmed Olin's Ba1 Corporate Family Rating and its other
senior unsecured debt ratings.  Moody's noted that Olin has a
$75 million debt maturity in 2011.

Olin's Ba1 CFR reflects the concentration of profitability in a
single commodity chemical product line (chlor alkali and
derivatives), a sizable dividend relative to earnings in the
bottom of the cycle, and significant environmental liabilities
relative to the size of the company.  The rating is supported by
unusually strong credit metrics through most of the business cycle
(LTM June 30, 2009 Net Debt/EBITDA of less than 2x), its position
as the third largest chlor alkali producer in North America and
the largest producer in the Eastern half of the US, as well as the
expectation that Olin will remain more profitable in the upcoming
trough (2010 and 2011) than is past troughs.  Moody's believes
that this is largely due to its greatly expanded production of
chlor alkali derivatives (primarily bleach, potassium hydroxide
and hydrochloric acid), and to a lesser degree, the better
profitability in its Winchester business (small caliber
munitions).

Despite Moody's projections for the start of a trough in the cycle
to begin in the current quarter of 2009, the outlook remains
stable due to the company's unusually large cash balance (proforma
June 30, 2009, of over $340 million) and the expectation that
management will resolve any potential 2010 or 2011 financial
covenant compliance issues in their revolver prior to year-end
2009.  A substantial decline in the company's cash balance (below
$100 million) or the failure to remedy potential financial
covenant issues well in advance of potential problems, could
prompt a negative outlook or rating action.  Moody's could
consider a positive outlook if financial metrics do not
deteriorate to the extent expected in the upcoming trough (i.e.,
Net Debt/EBITDA remains above 4x and Retained Cash Flow/Debt
remains above 15%).

Ratings assigned:

Olin Corporation

* $150 million of senior unsecured notes due 2019 at Ba1, LGD4/62%
* Senior unsecured shelf at (P) Ba1
* Senior subordinated shelf at (P) Ba2
* Preferred stock at (P) Ba3

Ratings affirmed:

Olin Corporation

* Corporate Family Rating at Ba1

* Probability of Default Rating at Ba1

* Senior unsecured notes at Ba1, LGD4/62%*

* Senior unsecured industrial revenue bonds at Ba1, LGD/62%

* Please note that the LGD point estimates have changed to 62%
  from 59%

Moody's last rating action for Olin was on September 5, 2007, when
Moody's lowered Olin's senior unsecured ratings to Ba1 from Baa3
due to the acquisition of the Pioneer Companies, Inc.

Olin Corporation is a producer of commodity chemicals and small
caliber munitions.  Olin reported revenues of $1.7 billion on an
LTM basis ending June 30, 2009.  The company is the third largest
producers of chlor alkali in the US and has a leading market
position in bleach and an established brand name in ammunition
(Winchester).


OLIN CORP: S&P Downgrades Corporate Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Clayton, Missouri-based Olin Corp. to 'BB-' from 'BB+'.
The outlook is stable.

In addition, S&P lowered its issue-level rating on the company's
existing senior notes to 'B' from 'BB+', two notches lower than
the corporate credit rating on the company.  S&P revised the
recovery rating on this debt to '6' from '4', indicating
expectations of negligible (0% to 10%) recovery in the event of a
payment default.  S&P also assigned a 'B' issue-level rating to
the company's proposed $150 million senior unsecured note issuance
to address the likelihood of reduced recovery prospects among
senior unsecured noteholders as additional debt is incurred, and
also to allow for the potential that Olin's unsecured revolving
credit facility may have to be amended because of prospective
financial covenant concerns.  S&P assigned a '6' recovery rating,
indicating expectations of negligible (0% to 10%) recovery.

At the same time, S&P lowered its preliminary senior secured debt
(to 'BB-' from 'BB+') along with S&P's senior unsecured and
subordinated debt (to 'B' from 'BB-') ratings on Olin's shelf
registration filed Dec. 12, 2008.  The shelf registration covers
an indeterminate amount of senior and subordinated debt
securities, preferred stock, common stock, and warrants.

"The two-notch downgrade on Olin reflects an acute decline in the
company's core chlor-alkali end markets, along with S&P's view
that operating results and credit measures are likely to undergo
meaningful compression during the next year," said Standard &
Poor's credit analyst James Siahaan.

Olin's earnings are considerably exposed to commodity markets that
are subject to changes in economic conditions and to the balance
between supply and demand for its key products, which constrains
credit quality prospects.  If weak demand and pricing
characteristics persist into 2011 and take longer to recover and
credit measures continue to deteriorate, then S&P could revise the
outlook to negative or lower S&P's ratings.  S&P believes that
business conditions could deteriorate such that Olin's FFO to debt
ratio could approach the 15% area by the end of 2010.  If a
recovery in economic conditions stimulates chlor-alkali demand and
ECU pricing to recover during 2010, then this could fortify Olin's
business performance and, in turn, could prompt a positive
outlook.


OSHKOSH CORP: S&P Raises Long-Term Corporate Credit Rating to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Oshkosh Corp. to 'B+' from 'B'.  S&P removed the
ratings from CreditWatch, where S&P had placed them with positive
implications on Aug. 6, 2009.  The outlook is stable.

The upgrade follows the company's completion of a common stock
offering.  Oshkosh used the proceeds of roughly $358 million to
repay term loan borrowings.  The repayment equates to about 15% of
the company's debt and improves headroom under covenants.  In
addition, the company should benefit from more than $2 billion in
delivery orders from the U.S. government to build 3,944 M-ATV
(Mine Resistant Ambush Protected All Terrain Vehicles), which has
meaningfully improved near-term operating prospects.

The ratings continue to reflect Oshkosh's aggressive financial
profile, which more than offsets its leading business positions in
key segments of the specialty vehicle market and good product and
end-market diversity.

While most of Oshkosh's end-markets remain weak, S&P expects the
company's debt reduction and the effect from the M-ATV awards to
improve credit measures meaningfully from current levels.

"We could take a positive rating action if, for instance, end
markets recover more quickly than S&P expected, and S&P believes
the company can maintain improved credit measures of less than 4x
adjusted debt to EBITDA and more than 15% funds from operations to
adjusted debt," said Standard & Poor's credit analyst Dan
Picciotto.  Alternatively, S&P could take a negative rating action
if a prolonged downturn or poor execution hurts operating
performance and causes covenants to again be a concern.  "For
instance, if the company does not make further meaningful debt
repayments and EBITDA does not improve over the course of the next
12 months, S&P would expect adjusted debt to EBITDA to remain at
more than 6x, which could result in a negative rating action," he
continued.


OSAGE EXPLORATION: Posts $340,000 Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Osage Exploration and Development, Inc., posted a net loss of
$339,963 for three months ended June 30, 2009, compared with a net
loss of $840,211 for the same period in 2008.

For six months ended June 30, 2009, the company posted a net loss
of $2,067,294 compared with a net loss of $2,131,108 for the same
period in 2008.

June 30, 2009, the Company's balance sheet showed total assets of
$3,224,001, total liabilities of $264,305 and stockholders' equity
of $2,959,696.

The Company said that its ability to continue as a going concern
is in substantial doubt and is dependent upon achieving a
profitable level of operations and obtaining additional financing.
The Company incurred significant losses and negative cash flow in
the last three years well as the six months ended June 30, 2009,
and has an accumulated deficit of $8,223,010 at June 30, 2009, and
$6,155,716 at Dec. 31, 2008.  Substantial portions of the losses
are attributable to asset impairment charges, stock based
compensation expense, professional fees and interest expense.

Management of the Company has undertaken steps to improve and
sustain its operations for the next twelve months and beyond.  The
steps include (a) increasing its current production, (b)
controlling overhead and expenses and (c) raising additional
capital and obtaining financing.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41c2

Osage Exploration & Development, Inc. is an oil and natural gas
exploration and production company with proved reserves and
existing production in the country of Colombia and the state of
Oklahoma.  The Company focuses on country of Colombia.


PALISADES MEDICAL: Moody's Affirms 'Ba2' Rating on $40.1 Mil. Debt
------------------------------------------------------------------
Moody's Investors Service has affirmed Palisades Medical Center's
Ba2 bond rating.  The outlook remains negative.  The rating
applies to $40.1 million of rated debt listed below.  The negative
outlook reflects Moody's concern with pressures on liquidity due
to the defined benefit pension plan as well as the ability of the
organization to stabilize inpatient volumes that are declining.

Legal Security: Gross receipts pledge of the obligated group,
comprised of Palisades Medical Center (PMC) and the Harborage
(Palisades General Care, Inc.), a long term care provider on its
campus.  A mortgage of PMC and the Harborage is also provided as
bondholder security.

Interest Rate Derivatives: None

                             Strengths

* Improvement in operating performance in FY 2008 with an
  operating deficit of $448 thousand (-0.1% operating margin) and
  operating cash flow of $7.8 million (5.3% operating cash flow
  margin) compared to an operating deficit of $5.7 million (-3.9%
  operating margin) and operating cash flow of $3.0 million (2.1%
  operating cash flow ) in FY 2007

* Reduction in Medicare length of stay (LOS) due to reorganization
  of its case managers and social workers from 6.7 days to 6.1
  days from FY 2007 through FY 2008

* Harborage, the nursing home located adjacent to PMC, continues
  to be profitable and offsets annual operating losses incurred at
  the hospital.

* Successful negotiations with commercial payors included double
  digit rate increases from two of its largest commercial payors

* Successful negotiations with union which included changes to the
  defined benefit pension plan and more modest wage increases

                             Challenges

* Pension funding requirements will continue to stress balance
  sheet indicators in the near term despite significant changes
  made to the plan including a hard freeze in benefit obligations
  and changes made to the benefit formula

* Decline in unrestricted cash balances at FYE 2008 to
  $26.7 million (68.6 days cash on hand) from $33.0 million (83.5
  days cash on hand) at FYE 2007 which weakened cash to debt ratio
  to 58.9% at FYE 2008 from 73.0% at FYE 2007

* Continued decline in inpatient admissions in FY 2008 which
  declined to 9,306 admissions from 9,766 admissions in FY 2007
  and has declined slightly through six months of FY 2009 to 4,792
  admissions from 4,801 through the same period last year

* Payer mix is skewed toward governmental (56% Medicare and 14%
  Medicaid) and self pay, limiting opportunities for cost
  shifting.

                    Recent Developments/Results

After three consecutive years of material operating deficits,
Palisades Medical Center reported near break even operating
performance in fiscal year 2008.  PMC reported an operating
deficits of $448 thousand (-0.3% operating margin) and operating
cash flow margin of $7.8 million (5.3% operating cash flow margin)
in FY 2008 compared to an operating deficit of $5.7 million (-3.9%
operating margin) and operating cash flow of $3.0 million (2.1%
operating cash flow margin) in FY 2007.  Despite a 4.7% decline in
inpatient admissions to 9,306 admissions in FY 2008, revenues grew
1.7% driven in part, by initiatives to improve coding which led to
an increase in Medicare CMI to 1.31 from 1.21 and a designation by
the New Jersey Department of Health as a Tier 1 essential hospital
which qualified PMC for an increase of $1 million in charity care
funding.  The bulk of the improvement in performance in FY 2008
was driven by various expense reduction initiatives which led to a
1.7% decline in expenses which included a reduction of 24 FTEs,
increased monitoring of supplies expense, increased collection
cash collection efforts, and initiatives to reduce length of stay
which has declined to 4.7 days in FY 2008 from 5.4 days in FY
2007.  As a result of the improved operations, debt coverage
levels improved in FY 2008 with debt to cash flow declining to 6.8
times from 17.8 times in FY 2007 and MADS coverage increasing to
2.11 times from 1.12 times.

Through the first half of FY 2009, operations have continued to
improve with an operating income of $1.4 million (1.8% operating
margin) and operating cash flow of $5.4 million (7.0% operating
cash flow margin) compared to an operating income of $591 thousand
(0.8% operating margin) and operating cash flow of $4.9 million
(6.5% operating cash flow margin) for the comparable 2008 period.
The continued positive performance through the first half of FY
2009 was driven by the addition of 54 physicians since FY 2008
which is starting to yield dividends and led to improved surgical
volumes which increased to 3,054 surgeries through June 30, 2008
from 2,659 surgeries through the same period last year and
continued expense reduction initiatives including a change in
purchasing to yield supply savings ($733 thousand in annualized
savings) and an additional reduction of 17 FTEs.  For the
remainder of FY 2009, management expects additional growth in
revenues from rate increases from its commercial payors
($2.0 million annualized revenue impact) including double digit
rate increases from its two of its largest commercial payors.
With the above mentioned revenue growth and expense reduction
initiatives, management expects the medical center to at least
break even by year end.  While Moody's note the improvement to
date over the comparable period, Moody's also note that the
favorable six-month results were reversed during the second half
the fiscal 2008 and so are hesitant to project the current year to
date results forward.

PMC's unrestricted cash and investment position decreased to
$26.7 million (68.6 days cash on hand) at fiscal year end (FYE)
2008 from 33.0 million (83.5 days cash on hand) at FYE 2007.  The
decrease in cash was largely due to investment losses (60%
invested in equities) and a $6.6 million contribution to the
defined benefit pension plan.  As of June 30, 2009, PMC's cash
balance has increased to $27.8 million (69.3 days cash on hand).
Despite the improvement in operations, PMC's increased pension
expense and contribution to the plan will mitigate any improvement
in operations and growth in liquidity.  Despite a soft freeze in
the pension plan in FY 2006, pension expense increased materially
(66% increase) in FY 2008 and is expected to increase another 39%
in FY 2009.  As a result, management and the union agreed that all
benefits earned through December 31, 2009 will be frozen and
compensation will not be inflated from December 31, 2009 through
retirement.  In addition, there will be a pension accrual
moratorium for 1.  5 years and the pension benefit formula was
changed for benefits earned after December 31, 2009, which will
yield a reduction in pension expense of $3.8 million and a
reduction in pension funding of $2.8 million in FY 2010.  In
addition to successfully negotiating changes to the pension that
will decrease pension expense, management also negotiated smaller
wage increases with the union to be made periodically through
March 2011.

                             Outlook

The negative outlook reflects Moody's concern with pressures on
liquidity due to the defined benefit pension plan as well as the
ability of organization to stabilize inpatient volumes given the
competitive service area.

                What could change the rating -- UP

Significant improvement in liquidity measures and continued trend
of profitable operating performance

               What could change the rating -- DOWN

Additional debt, significant reduction in cash, continued decline
in operating performance, continued decline in patient volumes,
downturn in performance at the Harborage.

                          Key Indicators

Assumptions & Adjustments:

-- Based on financial statements for Palisades Medical Center,
    Inc. and Palisades General Care, Inc.

-- First number reflects audit year ended December, 31, 2007

-- Second number reflects audit year ended December, 31, 2008

-- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 9,766; 9,306

* Total operating revenues: $144.9 million; $147.3 million

* Moody's-adjusted net revenue available for debt service: $5.0
  million; $9.4million

* Total debt outstanding: $45.2 million; $46.1 million

* Maximum annual debt service (MADS): $4.5 million; $4.5 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.12 times; 2.11 times

* Debt-to-cash flow: 17.8 times; 6.8 times

* Days cash on hand: 83.5 days; 68.6 days

* Cash-to-debt: 73.0%; 57.9%

* Operating margin: -3.9%; -0.1%

* Operating cash flow margin: 2.1%; 5.3%

Outstanding Bonds (as of December 31, 2008):

-- Series 1999: $11.5 million outstanding; Ba2
-- Series 2002: $28.6 million outstanding; Ba2

The last rating action was on November 4, 2008, when the rating of
Palisades Medical Center was downgraded to Ba2 from Ba1 and the
outlook was revised to negative from stable.


PENNSYLVANIA MUNICIPALITIES: State Considers Takeover of Pensions
-----------------------------------------------------------------
According to Bloomberg's Carla Main, the state of Pennsylvania is
considering a state takeover of poorly funded local pension
systems in Pittsburgh and about 30 other communities.  Under the
plan, municipalities with less than half the assets needed to
cover their pension obligations would turn over the retirement
plans.  The state would set up a new program limiting benefits for
current employees and imposing less generous provisions on new
hires, James McAneny, executive director of the Pennsylvania
Public Employee Retirement Commission, told a Senate committee
Aug. 12.  Without action, "we're going to have a lot of
municipalities defaulting on their payments," Mr. McAneny said.

Legislators became concerned in July that requirements under
current law to cover investment losses will force local
governments to double or triple their pension payments next year,
which could bankrupt communities, according to Amy Sturges,
director of government affairs for the Pennsylvania League of
Cities and Municipalities, Bloomberg reports.

The Pennsylvania Municipal Retirement System, Bloomberg relates,
would operate the new program.  Local officials would lose the
power to set benefits for employees in these plans.


POLAROID CORP: Wants to Sell Foreign Unit Stock to Frontier
-----------------------------------------------------------
Polaroid Corp., now known as PBE Corp., asks the U.S. Bankruptcy
Court for the District of Minnesota for permission to sell its
stock in a foreign subsidiary free of all liens and other claims,
Bloomberg's Carla Main reported.  PBE, according to the report,
wants to sell Nippon Polaroid Kabushiki Kaisha to Frontiers Corp.,
a Japanese company owned by Yuta Ito, its current manager.
Nippon Polaroid was one of the assets excluded from PBE's April
16 bankruptcy auction.  The Debtor needs to sell the excluded
assets "as promptly and efficiently as possible in order to
maximize the value of the bankruptcy estate."  The Court will
consider the proposal at a hearing on August 27.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

Polaroid has obtained Court approval to liquidate its primary
business operations and majority of its assets.  PLR Acquistion
LLC, a joint venture composed of Hilco Consumer Capital L.P. and
Gordon Brothers Brands LLC, acquired all of the assets, including
the Polaroid brand and trademarks.  The sale closed on May 7,
2009.  Debtor Polaroid Corp. was renamed to PBE Corp. following
the sale.


PHILADELPHIA NEWSPAPERS: Lenders Want to Compete With Insider Plan
------------------------------------------------------------------
Senior lenders of Philadelphia Newspapers LLC ask the Bankruptcy
to allow them to submit their own reorganization Plan for the
Company.

The Company in early August asked the Bankruptcy Court to extend
until October 30 its exclusive period to propose a Chapter 11
plan.  The Company said the requested extension is precautionary
as it is "shortly" filing a plan.

However, the steering group of prepetition secured lenders and
Citizens Bank of Pennsylvania, in its capacity as administrative
agent and collateral agent under a Credit and Guaranty Agreement,
dated June 29, 2006, with Citizens, and certain other lender
parties in the original principal amount of $295,000,000, want the
plan exclusivity terminated, noting that the Company not only has
failed to file a plan but also has not engaged in any meaningful
negotiations with prepetition lenders.

The lenders' proposal is scheduled for hearing on August 28.

The Steering Group members are Angelo Gordon & Co., CIT Syndicated
Loan Group, Credit Suisse Candlewood Special Situations Master
Fund LTD., Eaton Vance Management, GECC, and Wells Fargo Foothill.

Philadelphia Newspapers is pursuing a plan of reorganization with
their prepetition equity holders.  On behalf of Citizens Bank,
Andrew J. Flame, Esq., at Drinker Biddle & Reath LLP, says the
details of the Insider Plan remained entirely a mystery, but
depositions revealed that the Debtors remain beholden to their
prepetition equity investors who, together with certain "new"
investors, apparently intend to make new equity financing
available to the Debtors as part of a plan of reorganization
through which those investors would acquire approximately 95% of
the equity of the reorganized Debtors.

The Insider Plan, according to Mr. Flame, does not reflect any
progress having been made by the Debtors in moving these cases
towards a consensual-or even a non-consensual confirmable-
reorganization; to the contrary, the details of the Insider Plan,
revealed only under compulsion of the discovery process, establish
that its filing will be nothing but a prelude to additional
litigation as the Debtors' prepetition equity investors fight to
salvage value from their investment, all at the expense of the
Debtors' prepetition secured and unsecured creditors.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, on
behalf of the Steering Group, points out the Debtors have failed
to engage in any meaningful discussions with the senior lenders
concerning issues that will be determinative of the Debtors'
future business prospects, including the negotiation of their
collective bargaining agreements with approximately 74% of the
Debtors' workforce, virtually all of which expire at the end of
this month, and the details of the Debtors' financial performance
and long-term business plan.  Instead, the Debtors have been
focused on retaining control and salvaging value for their
insiders by pursuing the Insider Plan.

The Debtors purport by the Insider Plan to transfer approximately
95% of the equity of the reorganized Debtors to their insiders and
to certain new investors, and to emerge from chapter 11 without
reinstating any of the Prepetition Lenders' secured debt, leaving
the Prepetition Lenders with a nominal recovery consisting of a
cash payment and certain real estate.

Such a massive transfer of value from the Prepetition Lenders to
the Debtors' prepetition equity investors and certain purported
"new money" investors is not the basis for a good faith plan of
reorganization proposal particularly when devoid of a supporting
total-enterprise-value opinion from the Debtors' own investment
banker, the Steering Group asserts.

                       Steering Group's Plan

The Steering Group and the official committee of unsecured
creditors formed in the Chapter 11 cases have met to discuss the
terms of a plan of reorganization.  The parties continue to be
engaged in productive discussions regarding the terms of the Plan.

The Steering Group Plan provides the Prepetition Lenders with a
combination of (a) restructured term debt of the reorganized
company, and (b) equity in the reorganized company.

In addition, pursuant to the Plan, the Debtors' unsecured
mezzanine debt holders will receive, among other things and
subject to certain limitations, (a) a pro-rata share of 4.75% of
fully diluted new common equity in the form of shares in the
reorganized company, and (b) a pro-rata share of 15.0% of fully
diluted common equity in the reorganized company in the form of
warrants.  Each of the Debtors' unsecured creditors that do not
hold mezzanine debt will receive a pro rata share of $500,000 in
cash, subject to a maximum 10% recovery on each such allowed
unsecured claim.

The Plan further provides already-arranged exit financing in the
amount of $25 million.

Attorneys for Citizens Bank of Pennsylvania, as Agent, on behalf
of the Prepetition Secured Lenders, may be reached at:

     Andrew J. Flame
     Andrew C. Kassner
     Andrew J. Flame
     DRINKER BIDDLE & REATH LLP
     One Logan Square
     18th & Cherry Streets
     Philadelphia, PA 19103-6996
     Telephone: (215) 988-2700
     Facsimile: (215) 988-2757
     E-mail: andrew.kassner @dbr.com
     E-mail: andrew.flame@dbr.com

Attorneys for the Steering Group of Prepetition Secured Lenders,
may be reached at:

     Fred S. Hodara
     Abid Qureshi
     Alexis Freeman
     AKIN GUMP STRAUSS HAUER & FELD LLP
     One Bryant Park
     New York, NY 10036
     Telephone: (212) 872-1000
     Facsimile: (212) 872-1002

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent.   Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PUNTO VERDE: S&P Downgrades Rating on $40 Mil. Notes to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Punto
Verde Grantor Trust 2006-1's $40 million secured tax-exempt class
A notes to 'B' from 'BB'.  At the same time, S&P removed the
rating from CreditWatch with negative implications, where it was
placed on July 24, 2009.

The rating on the class A notes is dependent on the lower of the
rating on the two underlying securities: (i) Morgan Stanley ACES
SPC's 6.92% notes series 2006-19 due Aug. 2, 2021 ('B'); and (ii)
Fannie Mae's $6.47 million interest strip due May 15, 2021.  The
interest strip is an interest payment that has been stripped from
Fannie Mae's $4.25 billion global notes due May 15, 2029 ('AAA').

The rating action reflects the Aug. 7, 2009, lowering of S&P's
rating on Morgan Stanley ACES SPC's 6.92% notes series 2006-19 to
'B' from 'BB' and its removal from CreditWatch negative, where it
was placed on July 20, 2009.


RAINBOWS UNITED: Can Initially Hire Kere Noel as Accountant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized,
on an interim basis, Rainbows United, Inc. to employ Kere Noel,
CPA as its accountant.

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


RAINBOWS UNITED: Can Initially Hire Redmond & Nazar as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized,
on an interim basis, Rainbows United, Inc., to employ the law firm
of Redmond & Nazar, L.L.P. as its insolvency counsel.

Redmond & Nazar is expected to:

   a) advise the Debtor of its rights, powers and duties as a
      debtor-in-possession, including those with respect to the
      continued operation and management of its business and
      property;

   b) advise the Debtor concerning and assisting in the
      negotiation and documentation of financing agreements, cash
      collateral orders and related transactions;

   c) investigate into the nature and validity of liens asserted
      against the property of the Debtor, and advise the Debtor
      concerning the enforceability of said liens;

   d) investigate and advise the Debtor concerning and taking
      action as may be necessary to collect income and assets in
      accordance with applicable law, and recover property for the
      benefit of the Debtor's estate;

   e) prepare on behalf of the Debtor applications, motions,
      pleadings, orders, notices, schedules and other documents as
      may be necessary and appropriate, and reviewing the
      financial and other reports to be filed herein;

   f) advise the Debtor concerning and preparing responses to
      applications, motions, pleadings, notices and other
      documents which may be filed and served herein;

   g) counsel the Debtor in connection with the formulation,
      negotiation and promulgation of plan or plans of
      reorganization and related documents; and,

   h) perform other legal services for and on behalf of the
      Debtor as may be necessary or appropriate in the
      administration of the case.

The hourly rates of Redmond & Nazar's personnel are:

     Edward J. Nazar              $275
     Martin R. Ufford             $210
     W. Thomas Gilman             $210
     Nicholas R. Grillot          $150
     Aaron K. Johnstun            $140

Redmond & Nazar received a $30,000 general retainer for services
to be rendered in connection with the Chapter 11 case.

To the best of the Debtor's knowledge, Redmond & Nazar is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Redmond & Nazar, L.L.P.
     245 North Waco, Suite 402
     Wichita, KS 67202
     Tel: (316) 262-8361
     Fax: (316) 263-0610

                    About Rainbows United, Inc.

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457.)  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


RAINBOWS UNITED: Section 341(a) Meeting Scheduled for September 4
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Rainbows United, Inc.'s Chapter 11 case on Sept. 4, 2009, at
9:00 a.m.  The meeting will be held at 167 U.S. Courthouse, 401
North Market Room 150, Wichita, Kansas.

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

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

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


RAINBOWS UNITED: Taps Foulston Siefkin on Employment & Tax Matters
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized,
on an interim basis, Rainbows United, Inc., to employ Foulston
Siefkin LLP as its special counsel.

Foulston Siefkin is expected to represent the Debtor in the
employment law matters, general corporate business, and
negotiations with the Internal revenue Service for unpaid taxes.

Foulston Siefkin received a $20,000 retainer, $16,011 was applied
to prepetition activity that occurred within 10 days prior to the
petition date.  The balance of $3,989 will be retained for the
postpetition period.

To the best of the Debtors' knowledge, Foulston Siefkin is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Foulston Siefkin LLP
     1551 N. Waterfront Parkway, Suite 100
     Wichita, KS 67206-4466
     Tel: (800) 267-6371
     Fax: (316) 267-6345

                   About Rainbows United, Inc.

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


RAN-DEL LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ran-Del, LLC
        115 W. Yakima Ave.
        Yakima, WA 98902

Bankruptcy Case No.: 09-04525

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Robert J. Reynolds, Esq.
                  514 N 1st Street, Suite A
                  Yakima, WA 98901
                  Tel: (509) 453-0313
                  Fax: (509) 453-0314
                  Email: reynoldsrobertrj@qwestoffice.net

Total Assets: $1,500,000

Total Debts: $1,089,848

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

The petition was signed by Del Matthews.


RED BRIDGE GREENS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Red Bridge Greens EPC, LLC
        411 Nichols Road, Suite 225
        Kansas City, MO 64112

Bankruptcy Case No.: 09-43929

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Debtor's Counsel: Alan Jeffrey Misler, Esq.
                  McDowell Rice Smith & Buchanan, PC
                  605 W 47th Street #350
                  Kansas City, MO 64112-1905
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  Email: jmisler@mcdowellrice.com

                  Jonathan A. Margolies, Esq.
                  McDowell Rice Smith & Buchanan, PC
                  605 W 47th Street #350
                  Kansas City, MO 64112-1905
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  Email: jmisler@mcdowellrice.com

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

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

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

            http://bankrupt.com/misc/mowb09-43929.pdf

The petition was signed by Terence P. O'Leary, member of the
Company.


RH DONNELLEY: Files Schedules of Assets & Liabilities
-----------------------------------------------------

A.    Real Property                                      -

B.    Personal Property
B.1   Cash on hand                                       -
B.2   Financial accounts
       Deutsche Bank                            $6,414,676
       Bank of America                             (17,902)

B.4   Household goods                            3,246,071
B.9   Interests in insurance                     3,119,278
     See http://bankrupt.com/misc/RHDCorpInsur.pdf

B.13  Stocks and Interests                               -
     See http://bankrupt.com/misc/RHDCorpStokInts.pdf

B.16  Accounts Receivable
       Intercompany accounts
          Dex Media, Inc.                       26,691,059
          R.H. Donnelley, Inc.                  17,580,232
          Business.Com, Inc.                    16,110,813

B.18  Other Liquidated Debts
       Intercompany note receivable            300,000,000
       Misc. receivable                            515,871

B.22  Intellectual Property                              -
     See http://bankrupt.com/misc/RHDCorpPatents.pdf

B.27  Aircraft
       Net Jet - Hawker 800XP                    1,156,458
       Net Jet (Excel)                             448,385

B.28  Office Equipment                           1,883,588

B.35  Other Personal Property
       Prepaid rent                                237,460
       Prepayment
         Call Genie USA, Inc.                      477,500
         Advantage Human Resourcing                200,000
         Werner Value Added Services               100,000
         Prudential Relocation                      64,968
         Advantage IQ                               35,000
         Distribution Data, Inc.                    25,000
         Carlson Wagonlit Travel                     3,500

     TOTAL SCHEDULED ASSETS                   $378,291,960
     =====================================================

C.    Property Claimed as Exempt             Not applicable

D.    Secured Claims
       Deutsche Bank Trust
         Company Americas                   $1,434,684,107

E.    Unsecured Priority Claims                     Unknown
     See http://bankrupt.com/misc/RHDCorpSkedE.pdf

F.    Unsecured Non-priority Claims          3,221,438,711

    TOTAL SCHEDULED LIABILITIES             $4,656,122,818
    ======================================================

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc., and Local Launch, Inc., are the company's only
direct wholly owned subsidiaries.

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

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

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

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


RH DONNELLEY: Paid $46 Mil. to Creditors 90 Days Prior to Filing
----------------------------------------------------------------
Mark W. Hianik, R.H. Donnelley Corp.'s senior vice-president,
general counsel, and corporate secretary, relates that the Debtor
earned income other than operation of its business:

         Period                   Amount     Source
         ------                   ------     ------
  01/01/09 to 05/28/09       $11,055,766     Interest income
  01/01/08 to 12/31/08        26,891,331     Interest income
  01/01/07 to 12/31/07         7,812,308     Interest income

With regard to debts that are not primary consumer debts, the
Debtor paid $46,076,675 to various creditors within 90 days
before it filed for bankruptcy protection.  A list of the
payments is available for free at:

          http://bankrupt.com/misc/RHDCS3b.pdf

Within one year before the Petition Date, the Debtors paid
$844,202 for the benefit of creditors who are or were insiders.
A list of the payments is available for free at:

          http://bankrupt.com/misc/RHDCS3.pdf

Mr. Hianik tells the Court that the Debtor was a party to seven
lawsuits in various courts.  Two of the cases are still active.
A list of the cases is available for free at:

          http://bankrupt.com/misc/RHDCS4a.pdf

Within one year before the Petition Date, the Debtor gave gifts
aggregating $54,424 to various charitable institutions, like
Triangle United Way, N.C. State Foundation, Haven of Rest Rescue
Mission, Sheltering Hands, Colorado Choir and Chorus
Organization, First Born Community Development Center, Hampton
University Alumni - Raleigh Chapter, Hampton University, and the
Porter Family.

With regard to consultation concerning debt consolidation, relief
under the bankruptcy law or preparation of a petition within one
year before the Petition Date, the Debtor disbursed an aggregate
of $14,736,658 to certain professionals.  A list of the
professionals and their payments is available for free at:

          http://bankrupt.com/misc/RHDCS9.pdf

Within one year before the Petition Date, the Debtor closed an
account in Bank of America.

KPMG LLP has audited the Debtors' books from March 31, 2006, to
the present.  Within two years before the Petition Date, the
Debtors' books were held by:

Officer             Title                   Period
-------             -----                   ------
Steven Blondy       Chief Financial    Mar. 2002 - present
                     Officer

Sylvester Johnson   Controller         Apr. 2009 - Present

Robert Bush         Controller         Nov. 2008 - Apr. 2009

Barry Sauder        Controller         Jan. 2008 - Nov. 2008

Karen Palczuk       Interim            Jun. 2007 - Jan. 2008
                     Controller


                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc., and Local Launch, Inc., are the company's only
direct wholly owned subsidiaries.

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

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

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

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


RH DONNELLEY: Proposes to Collect Judgements From Customers
-----------------------------------------------------------
R.H. Donnelley Corp. and its affiliates seek the Court's authority
to pursue collection activities, including prosecuting lawsuits,
and enforcing and collecting judgments against parties owing money
to the Debtors.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that there are many customers who fail to honor
payment obligations, which prompt the Debtors to do collection
activities, including the filing of lawsuits in state courts.  He
notes that as of the Petition Date, the Debtors were plaintiffs
in approximately 800 lawsuits in 70 jurisdictions.

Subsequent to the Petition Date, however, some state courts have
effectively prevented the Debtors from prosecuting pending
lawsuits, and enforcing and collecting upon judgments previously
entered in favor of the Debtors, Mr. Conlan tells the Court.  He
contends that the situation is a result of confusion over the
proper application of the automatic stay.

While the Debtors disagree with the decision of the state courts
that have stayed the Debtors' prosecution of certain suits
against Defaulting Customers, rather than incurring the costs and
fees involved with appealing multiple state court decisions, the
Debtors ask the Court for an order clarifying the Debtors' rights
with respect to initiate and prosecute lawsuits during the
pendency of their Chapter 11 cases.


RH DONNELLEY: Wants to Assume Lone Tree, Colorado Lease
-------------------------------------------------------
R.H. Donnelley Corp. and its affiliates seek the Court's authority
to assume an unexpired non-residential lease of a facility at 9380
Station Street, in Lone Tree, Colorado, entered into between
Debtor Dex Media, Inc., as tenant and Lincoln Station Phase One,
as landlord.  DMI's obligations under the Real Property Lease are
guaranteed by Debtor R.H. Donnelley Corporation.

The Real Property Lease, dated October 1, 2008, has an initial
term of 11 years, and is currently scheduled to expire on
September 30, 2019.  DMI remains a party to the Real Property
Lease, which remains unexpired and RHD remains obligated as a
guarantor of DMI's obligations.

The Property is one of the largest facilities the Debtors occupy,
consisting of approximately 143,315 square feet of office space.
The Property houses approximately 370 of the Debtors' employees
who perform numerous functions including sales, sales support,
advertising, senior leadership, and administrative support.

According to James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, the Debtors endeavored, prior to expiration of
the initial period to assume or reject unexpired non-residential
property leases, to explore potential cost savings across their
portfolio of leased properties.  To that end, the Debtors
initiated and conducted arm's-length, good faith negotiations
with the Landlord regarding the Real Property Lease, which
culminated in the parties agreeing to, and executing, a Second
Amendment to the Lease.

Upon its effectiveness, the Second Amendment will decrease the
lease costs under the Real Property Lease by approximately $1.5
million annually, Mr. Conlan relates.  He also notes that, the
Second Amendment will shorten the term of the Real Property Lease
by seven years but will provide for an option to extend the lease
at the end of its initial term for an additional three years at
prevailing market rates.

As of the Petition Date, the Debtors were current on all of their
obligations under the Real Property Lease and have timely honored
all obligations subsequent to the Petition Date, Mr. Conlan tells
the Court.

Because the Property is necessary to the Debtors' business
operations and because of the significant cost savings to be
achieved under the Second Amendment, the Debtors have determined
in their business judgment that the Real Property Lease, as
amended by the Second Amendment, is beneficial to their
reorganization efforts and should be assumed.

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc., and Local Launch, Inc., are the company's only
direct wholly owned subsidiaries.

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

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

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

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


RICHARD MONAGLE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Richard J. Monagle
           aka Ricky Monagle
           dba RJM Development
        83 West St.
        Medford, MA 02155

Bankruptcy Case No.: 09-17724

Chapter 11 Petition Date: August 13, 2009

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

Judge: Joan N. Feeney

Debtor's Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781)729-0187
                  Email: nparker@ninaparker.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 Mr. Monagle.


ROTECH HEALTHCARE: Moody's Gives Stable Outlook on 'Caa2' Rating
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook on Rotech
Healthcare, Inc., to stable from negative.  At the same time,
Moody's affirmed the Caa2 Corporate Family Rating and the Caa2
Probability of Default Rating.

The stabilization of the outlook reflects Rotech's ability to
offset the impact of the 2009 Medicare reimbursement cuts with
changes to the business model, cost cutting initiatives and
increased volumes.  As such, Moody's believes that Rotech should
have adequate liquidity over the next twelve months to maintain
operations and service its debt.

The Caa2 rating reflects Moody's concerns about the potential for
debt impairment and refinancing risk (the first maturity is
September 2011).  Further, the company operates in an industry
which has faced significant Medicare reimbursement cuts in the
past and there is continued uncertainty around the impact that
healthcare reform could have on oxygen equipment providers.

Ratings Affirmed:

* Corporate Family Rating, Caa2

* Probability of Default Rating, Caa2

* $300 million face amount senior subordinated notes, due 2012, to
  Caa3 (LGD5, 79%) from Caa3 (LGD4, 67%)

The outlook is stable.

Moody's last rating action on Rotech was on September 29, 2006
when Moody's affirmed the CFR and withdrew the bank loan ratings.

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

Rotech, headquartered in Orlando, Florida, is one of the largest
providers of home medical equipment and related products and
services in the US, with a comprehensive offering of respiratory
therapy and durable home medical equipment and related services.
Rotech provides equipment and services in 48 states through
approximately 450 operating centers located primarily in non-urban
markets.  For the twelve months ended June 30, 2009 Rotech
reported revenue of approximately $496 million.


SCO GROUP: Inks Change in Control Agreement with CFO Nielsen
------------------------------------------------------------
The SCO Group, Inc., on August 3, 2009, entered into a Change in
Control Agreement with Kenneth R. Nielsen, Chief Financial Officer
of the Company.  Other than the name of Mr. Nielsen and the
address of Mr. Nielsen, the Agreement is substantially identical
to the Change in Control Agreements entered into with other
executive officers of the Company.

Pursuant to the terms of the Agreement, Mr. Nielsen agrees that he
will not voluntarily leave the employ of the Company in the event
any individual, corporation, partnership, company or other entity
takes certain steps to effect a Change in Control of the Company,
until the attempt to effect a Change in Control has terminated, or
until a Change in Control occurs.

If Mr. Nielsen is still employed by the Company when a Change in
Control occurs, any stock, stock option or restricted stock
granted to Mr. Nielsen by the Company that would have become
vested upon continued employment by Mr. Nielsen will immediately
vest in full and become exercisable notwithstanding any provision
to the contrary of such grant and shall remain exercisable until
it expires or terminates in accordance with its terms.

Mr. Nielsen will be solely responsible for any taxes that arise or
become due pursuant to the acceleration of vesting that occurs
pursuant to the Agreement.

On July 27, 2009, the U.S. Bankruptcy Court for the District of
Delaware held a hearing and took evidence on cross-motions
consisting of (a) the Debtors' request to sell property outside
the ordinary course of business free and clear of interest and for
approval of assumption and assignment of executory contracts and
unexpired leases in conjunction with sale; and (b) the requests of
Novell, IBM and the Office of the United States Trustee for
conversion of Debtors' reorganization under Chapter 11 to a
liquidation proceeding under Chapter 7 of the Bankruptcy Code.

As reported by the Troubled Company Reporter, the Bankruptcy Court
issued its Memorandum Opinion on August 5, 2009, and denied all of
the Conversion Motions and the Sale Motion.  Instead, the Court
opted to appoint a Chapter 11 Trustee, and entered an Order
directing the Office of the United States Trustee to do so.

Pursuant to the Order, the Office of the United States Trustee
will select, and the Bankruptcy Court shall thereafter consider
and approve, a Chapter 11 Trustee.  Pursuant to the Bankruptcy
Code, and subject to the supervision and approval of the
Bankruptcy Court, the Chapter 11 Trustee will have, upon
appointment, authority over the Debtors' assets and affairs and
the future course of the Debtors' litigation against Novell, IBM,
et al.

A full-text copy of the Memorandum Opinion is available at no
charge at http://ResearchArchives.com/t/s?41f0

                          About SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SEAQUEST DIVING: Limited Partner's Claim is Subordinated
--------------------------------------------------------
WestLaw reports that a claim asserted by a former limited partner
in a Chapter 11 debtor-partnership, seeking to recover sums
awarded by a state court pursuant to settlement resolving a
dispute between the limited partner and the holders of the other
partnership interests, had to be subordinated to the claims of
unsecured creditors as one "arising from the rescission of a
purchase or sale of a security of the debtor."  The settlement
effected a rescission of the prior limited partnership agreement
between the parties by requiring the return of assets contributed
by the limited partner and compensation for his other
contributions to the limited partnership, such as a place to
conduct partnership business.  To determine whether the proof of
claim filed by the former limited partner was subject to mandatory
subordination, the court could look behind the state court
judgment to determine whether underlying claim on which it was
based was one "arising from the rescission of a purchase or sale
of a security of the debtor."  In re Seaquest Diving LP, --- F.3d
----, 2009 WL 2450680, http://is.gd/2hYti(5th Cir.).

SeaQuest Diving, L.P. -- http://seaquestdivinglp.com/-- is a
privately held commercial diving services that performs underwater
emergency response services, sonar imaging, salvage and
abandonment operations, site surveys and debris removal, and
underwater inspection and construction services.  The Limited
Partnership and SeaQuest General Holdings, LLC, filed chapter 11
petitions (Bankr. S.D. Tex. Case Nos. 07-32068 and 07-32070) on
March 29, 2007, estimating their assets and debts in the range of
$1 million to $100 million.  Rodney L. Poirot, Esq., at Cavazos
Hendricks & Poirot, P.C., in Dallas, represents the debtors.

In their initial papers delivered to the bankruptcy court, the
Debtors listed S&J Diving, Inc., and Stan Jones as their largest
unsecured creditor, owed $2,742,015.  The Fifth Circuit's ruling
says this claim won't be paid unless and until all general
unsecured creditors' claims are paid in full.


SEITEL INC: Posts $28.0 Million Net Loss for Second Quarter 2009
----------------------------------------------------------------
Seitel, Inc., posted a net loss of $28.0 million for the second
quarter ended June 30, 2009, from last year's net loss of
$20.4 million.  The increase in the net loss resulted from the
$22.3 million decrease in revenue, offset in part by an
$8.1 million reduction in data amortization expense, a
$3.5 million improvement in operating expenses, and $1.6 million
of income tax benefits as compared to a tax expense of $900,000 in
2008.  For the six month period, the net loss of $50.5 million
increased as compared to $38.8 million for the equivalent period
of 2008, reflecting the Company's lower revenue.

As of June 30, 2009, the Company had $564.3 million in total
assets and $489.2 million in total liabilities.  The Company had
$201.7 million in retained deficit as of June 30, 2009.

The Company said as of June 30, 2009, it is in compliance with all
of the covenants of its $25.0 million U.S. revolving credit
facility except the cash margin covenant.

                         Revenue Drops 50%

The Company said revenue of $22.4 million for the second quarter
ended June 30, 2009, decreased by $22.3 million or 50% as compared
to the second quarter of 2008, primarily driven by a $17.2 million
or 57% retrenchment in total resales from the Company's library,
that reflected a $25.4 million decrease in cash resales and
$2.4 million lower selections from library cards, offset by lower
deferred revenue.  Acquisition revenue fell by 33% or $4.2 million
with the reduction split evenly between the U.S. and Canada.  The
reduction reflected the completion of Seitel's programs in Canada
and cuts to data creation plans in the U.S. Solutions revenue at
$1.1 million was 44% lower than in 2008.

Revenue for the six month period was $57.2 million as compared to
$92.1 million in 2008.  The 38% drop in revenue resulted primarily
from $29.2 million lower total library resales and a $4.6 million
decrease in acquisition revenue.  Solutions revenue of
$2.5 million was $1.2 million lower than in 2008.

Cash resales for the quarter were $7.2 million as compared to
$32.7 million for the second quarter of last year.  The 78% drop
in cash resales reflected decreases throughout all of the
Company's geographical areas, with both large and small clients
curtailing their expenditures on data from the Company's library.
The absence of large licensing deals and the low number of library
card contracts continued to hurt the Company's licensing revenue.
Cash resales fell as compared to 2008 by 79% and 74% in the U.S.
and Canada, respectively.  For the six month period, Seitel's cash
resales were $17.3 million, down $35.2 million or 67% as compared
to 2008.

Cash EBITDA, defined as cash resales and solutions revenue less
cash operating expenses (excluding various non-recurring items),
was $3.3 million for the second quarter of 2009, as compared to
$26.3 million in the same quarter of 2008.  This $23.0 million
reduction was driven by a $26.3 million reduction in cash revenue
offset by a $3.3 million decrease in cash operating expenses to
$5.0 million for the quarter.  The reduction in cash operating
expenses reflected primarily a drop in cash compensation and other
personnel costs of $2.5 million.

For the first half of 2009, Cash EBITDA was $8.5 million as
compared to $39.1 million in 2008, as a $36.4 million decrease in
cash revenue for the period was offset by a $5.8 million reduction
in recurring cash operating expenses.

"We believe that the drop in our cash resales has been driven by
weak prices for natural gas, further exacerbated by the economic
uncertainty and tough credit markets that have triggered a sharp
reduction in exploration spending in the U.S. and Canada,"
commented Rob Monson, president and chief executive officer.
"Despite a 40% annual reduction in land drilling activity, we
believe that production of natural gas has only fallen marginally
and continues to exceed current demand. We have seen no
indications at this point that our industry environment will
improve materially in the near term or that our resales will
increase.

"Nonetheless, we expect that lower drilling activity will have an
impact on natural gas production in the medium term, and that
drilling and production costs in North America will continue to
fall," stated Mr. Monson.  "The resulting tighter natural gas
storage and improved returns for our customers should stimulate
drilling activity and improve our licensing revenue to levels more
in line with historical results."

Depreciation and amortization expense for the second quarter of
2009 was $36.1 million compared to $44.3 million for the same
period in 2008. For the second quarter of 2009, 19% of total
resales were for fully amortized data, in line with the same
quarter of 2008.

Selling, general and administrative expenses were $6.4 million for
the second quarter of 2009 as compared to $9.8 million in the
second quarter of last year.  The sharp decrease in expenses was
primarily driven by salary and workforce reductions as well as by
a significant decline in the amortization of option expenses
related to employee incentives.  The decreases were offset by
$400,000 of non-recurring expenses related to the workforce
reductions.

The Company's cash balances at the end of the second quarter were
$28.7 million.  Cash consumption during the second quarter was
$13.5 million.  Cash EBITDA of $3.3 million was offset by net cash
capital expenditures for the quarter of $4.8 million and higher
working capital requirements of $11.2 million.  The cash
consumption from working capital accounts essentially reflected
significant progress on new surveys for which underwriting revenue
was already collected in prior quarters.  Cash balances on
August 11, 2009, were $28.7 million.

Gross capital expenditures for the second quarter of 2009 were
$10.5 million, as compared to $22.5 million for the prior year.
Acquisition capital expenditures decreased by $6.1 million
reflecting reductions to our investment plan for 2009.  Traded
data fell by $5.1 million as compared to last year when the
Company had significant trades associated with the shooting of new
surveys.

For the six month period, gross capital expenditures decreased to
$34.5 million in 2009 from $59.4 million last year, a 42% decline.
Acquisition capital expenditures fell by $11.7 million or 27% with
both Canada and the U.S. contributing.  Underwriting revenue for
the six month period reached 82% of gross investment as compared
to 71% in 2008.  Data trades were $13.1 million lower than last
year.  Net cash capex for the period was $10.0 million as compared
to $20.3 million in 2008.

                         Covenant Default

As a result of its non-compliance with the covenant, an event of
default has occurred which prohibits the Company from borrowing
under the credit facility without the lender's consent. The event
of default has not been waived and is continuing.  At June 30,
there was no outstanding balance under the facility and there was
$21.6 million of borrowing base capacity which is not accessible
to the Company due to the event of default.

The facility expires on February 14, 2010.  The borrowing base is
determined from time to time based on the lesser of:

     -- $25.0 million,

     -- 75% of the Company's trailing 12 months' U.S. cash margin
        (defined as cash resales and Solutions revenue, plus gain
        on sale of seismic data, less cash cost of sales and cash
        SG&A expenses, before depreciation and amortization
        expense), or

     -- the sum of (1) 85% of eligible U.S. short term accounts
        (defined as accounts that are not long term accounts and
        within 90 days of invoice date), plus (2) the lesser of
        (a) 50% of eligible U.S. long term accounts (defined as
        accounts with contracts for periods of performance from
        one month to 18 months, where the account debtor makes
        payments over the term of the contract) and
        (b) $7.5 million, plus (3) $15.0 million.

                       Full Year 2009 Outlook

The Company's forecast net cash capital expenditures for the full
year 2009 have decreased to $20.0 million from $21.5 million, as
the Company has continued to work with customers and suppliers to
reduce the cost of capital expenditures for 2009.  The Company
maintains its focus on growth in areas that have generated
significant cash returns over the past several quarters, including
the Horn River basin in British Columbia and the Haynesville shale
in East Texas.  It has currently recovered over 95% of the costs
related to these surveys.

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?41d9

                         About Seitel Inc.

Seitel Inc. provides seismic data to the oil and gas industry in
North America.  Seitel's data products and services are critical
for the exploration for, and development and management of, oil
and gas reserves by oil and gas companies.  Seitel has ownership
in an extensive library of proprietary onshore and offshore
seismic data that it has accumulated since 1982 and that it
licenses to a wide range of oil and gas companies.  Seitel
believes that its library of onshore seismic data is one of the
largest available for licensing in the United States and Canada.
Seitel's seismic data library includes both onshore and offshore
3D and 2D data.  Seitel has ownership in over 41,000 square miles
of 3D and roughly 1.1 million linear miles of 2D seismic data
concentrated in the major active North American oil and gas
producing regions.  Seitel serves a market which includes over
1,600 companies in the oil and gas industry.

                           *     *     *

In July 2009, Moody's Investors Service downgraded Seitel's
Corporate Family Rating to Caa3 from B3, its Probability of
Default Rating to Caa3 from B3, its senior unsecured notes rating
to Caa3 (LGD 4, 54%) from B3 (LGD 4, 56%), and its Speculative
Liquidity Rating to SGL-4 from SGL-3.  The rating outlook is
negative.  The downgrade reflects the increased pressure on
Seitel's liquidity and earnings.


SIRIUS XM: Moody's Assigns 'Caa2' Rating on $250 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Sirius XM
Radio Inc.'s proposed $250 million senior secured notes due 2015.
Sirius XM plans to utilize the proceeds from the offering to repay
the $250 million outstanding under Sirius XM's term loan agreement
with Liberty Media Corporation.  Moody's believes the offering
modestly improves the intermediate-term liquidity profile by
reducing interest expense by approximately $10 million per year,
pushing out the final maturity from 2012 to 2015, and eliminating
quarterly amortization that would have begun in 2010.  The notes
are secured by a pledge of substantially all of Sirius XM's assets
and are guaranteed by all of Sirius XM's wholly-owned domestic
subsidiaries, including its FCC license subsidiary; notably,
however, the liens on Sirius XM's senior secured credit facility
will have priority over the liens securing the notes.  Sirius XM's
Ca Corporate Family Rating and Caa3 Probability of Default Rating
are not affected due to ongoing concerns regarding the long-term
cash sustainability of the business model within the existing
capital structure.  Loss given default assessments were updated to
reflect the current debt mix.  The rating outlook remains
positive.

Assignments:

Issuer: Sirius XM Radio Inc.

  -- Senior Secured Bonds, Assigned a Caa2, LGD3 - 34%

Upgrades:

Issuer: Sirius XM Radio Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to B3, LGD2 -
     10% from Caa1, LGD2 - 26%

Downgrades:

Issuer: XM Satellite Radio Inc.

  -- Senior Secured Bonds, Downgraded to Caa2, LGD3 - 34% from
     Caa1 LGD2 - 26%

Loss Given Default Updates

Issuer: Sirius XM Radio Inc.

  -- Senior Unsecured Bonds, Changed to LGD5 - 77% from LGD5 - 76%
     (no change to Ca rating)

Issuer: XM Satellite Radio Inc.

  -- Senior Unsecured Bonds, Changed to LGD5 - 77% from LGD5 - 76%
     (no change to Ca rating)

The positive rating outlook is bolstered by the fact that the
company has addressed its near term maturities, which provides
additional time to combine the XM and Sirius operations and
realize the cost saving benefits from the July 2008 merger between
Sirius and XM Satellite Radio Holdings Inc.  The company's
earnings and cash flow performance has improved since the merger,
including positive EBITDA generation for three consecutive
quarters, but Moody's nevertheless remains concerned that recent
royalty surcharges will negatively affect subscriber churn, which
along with slowing new customer additions could challenge the
company's ability to sustain positive free cash flow.

The rating for Sirius XM's $246 million senior secured term loan
was upgraded to B3 from Caa1 to reflect the payment priority of
the lien over the liens securing the proposed notes.  The rating
for XM Satellite Radio Inc.'s $525 million of 2013 notes was
lowered to Caa2 from Caa1 to reflect the recent reduction in
junior debt when the company repurchased $179 million of 10%
convertible notes due December 2009, and the expected retirement
of the remaining $48 million of 10% convertible notes at maturity
using existing cash.

The last rating action was on June 23, 2009 when Moody's upgraded
the company's speculative grade liquidity rating to SGL-3 from
SGL-4 and assigned a Caa1 rating to XM Satellite's 2013 notes.

Sirius XM's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Sirius XM's core industry
and believes Sirius XM's ratings are comparable to those of other
issuers with similar credit risk.

Sirius XM Radio Inc., headquartered in New York, NY, is a provider
of subscription-based satellite radio services.  Annual revenue is
approximately $2.5 billion.


SIRIUS XM: S&P Raises Corporate Credit Rating to 'B-' From 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyze on a consolidated basis) to 'B-' from
'CCC+'.  The rating outlook is stable.

In addition, S&P revised the recovery rating on Sirius XM's senior
unsecured and subordinated debt to '5', indicating S&P's
expectation of modest (10% to 30%) recovery for debtholders in the
event of a payment default, from '6'.  S&P raised the issue-level
rating on this debt to 'CCC+' (one notch lower than the 'B-'
corporate credit rating on the company) from 'CCC-', in accordance
with S&P's notching criteria for a '5' recovery rating.  The
revision of the recovery rating reflects an increase in S&P's
estimate of enterprise value at the time of the simulated default
within S&P's recovery analysis.

S&P also raised the rest of its issue-level ratings on Sirius XM,
XM Satellite Radio Holdings, and XM Satellite Radio Inc. by one
notch, in conjunction with the one-notch upgrade of the corporate
credit rating.  The recovery ratings on these remaining debt
issues remain unchanged.

At the same time, S&P assigned Sirius XM Radio's proposed $250
million senior secured notes due 2015 S&P's issue-level rating of
'B+' (two notches higher than the 'B-' corporate credit rating).
S&P also assigned the notes a recovery rating of '1', indicating
S&P's expectation of very high (90% to 100%) recovery for
noteholders in the event of a payment default.  The notes will be
privately placed under Rule 144A.  The company plans to use
proceeds to refinance the $250 million 15% term loan facility due
2012 provided by Liberty Media Corp.

New York City-based satellite radio operator Sirius XM had total
debt outstanding of $3.34 billion as of June 30, 2009, pro forma
for the July repurchase of $179 million of XM's $227 million
secured discount convertible notes due Dec. 1, 2009 with excess
cash.

"The ratings upgrade reflects S&P's increased comfort with Sirius
XM's near-term liquidity following several debt refinancings, and
the achievement of positive EBITDA and discretionary cash flow for
the last three quarters since the July 2008 acquisition of XM
Satellite Radio Holdings Inc.," said Standard & Poor's credit
analyst Hal Diamond.

The 'B-' rating reflects the company's substantial debt load,
dependence on slumping U.S.  automotive sales, and modest--albeit
increasing--EBITDA and discretionary cash.  The operating
synergies and cost savings arising from the XM acquisition are
modest positives that do not offset these risks.

In the first quarter of 2009, Liberty Media Corp. (BB+/Watch Neg/-
-) made a $530 million investment in Sirius XM and its
subsidiaries in the form of a loan, which will be fully repaid
with the proposed issue proceeds and a 40% equity interest.
Standard & Poor's attributes no credit support from Liberty Media.


SOTHEBY'S CORPORATION: Poor Performance Won't Affect S&P's Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the recent poor
performance and resulting significant deterioration of New York
City-based Sotheby's (BB-/Negative/--) operating and credit
metrics would have no immediate impact on its rating or outlook.
Credit and operating metrics have declined substantially from
year-ago levels because of the significant downturn in the art
auction market in the second half of 2008, coupled with a weaker
year-over-year performance during the first half of 2009.

S&P expects Sotheby's metrics and operations to demonstrate some
recovery on a trailing 12-month basis in the second half of 2009
as the company laps the weak third and fourth quarters from 2008.
However, this is unlikely to take effect in the third quarter
because of the limited scheduled auction activity.  While S&P
recognize that the art auction market is difficult to predict, the
company has recently maintained some revenue stability, albeit at
lower levels, and S&P anticipates this trend will continue over
the near term.  Furthermore, the increase in auction commission
margins to 20.8% for the quarter ended June 30, 2009 from 14.7%
for the prior period in 2008 coupled with the cost savings from
restructuring initiatives is likely to result in margins
rebounding from the recent dip.

Overall, S&P expects leverage likely will end the year at or below
6.5x and that interest coverage will remain under 2.0x.  S&P could
lower the rating if performance is worse than S&P's already-
lowered estimates, with sales declining more than 5% or if margins
deteriorate an additional 100 basis points.  At that time,
leverage would be in the upper-6.0x range.


STARFIRE SYSTEMS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Starfire Systems Inc. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court in Albany, listing
$2.7 million in assets and $3.6 million in debts.

Adam Sichko at The Business Review reports that Starfire's
creditors include:

     -- United Step I, a landlord in Troy that sued the Company in
        state Supreme Court in Rensselaer County.  United Step
        alleged that it is owed $355,000 in rent;

     -- Albany-Colonie Regional Chamber of Commerce, owed about
        $100,000;

     -- The Research Foundation of SUNY, the state university
        system, owed about $10,000;

     -- law firm Whiteman Osterman & Hanna LLP, owed about
        $41,000; and

     -- Troy Boiler Works Inc., owed about $10,600

The Business Review quoted Starfire's co-CEO, Herb Armstrong, as
saying, "We've had to wrestle with an intractable landlord. It's
unfortunate it came to that."

According to The Business Review, Starfire isn't profitable, with
an annual revenue of $4.3 million.

The Business Review states that Starfire laid off about 19 workers
in November 2008, almost half of its work force, to generate cash.
Then-CEO Richard Saburro resigned in December 2008, while two
other company executives were laid off, the report says.

According to court documents, nine entities hold liens on
Starfire's assets.

Starfire Systems Inc., is a manufacturer in Malta, New York,
serving the aerospace and automotive industries.  Starfire was
founded 21 years ago.  The Company develops polymers used in the
automotive, motorcycle, and aerospace industries.  The Company's
manufacturing operation is in the Saratoga Technology + Energy
Park in Malta.


STARFIRE SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Starfire Systems, Inc.
        Malta Commons Business Park
        100 Saratoga Village Boulevard, Suite 20
        Malta, NY 12020

Bankruptcy Case No.: 09-12989

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Chief Judge Robert E. Littlefield Jr.

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  Email: Rweisz@hodgsonruss.com

Total Assets: $2,699,546

Total Debts: $3,597,277

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/nynb09-12989.pdf

The petition was signed by Herb Armstrong, chief executive officer
of the Company.


STATION CASINOS: Posts $65 Million Second-Quarter Loss
------------------------------------------------------
Station Casinos, Inc., on August 14 announced the results of its
operations for the second quarter ended June 30, 2009.

The Company's net revenues for the second quarter ending June 30,
2009, were approximately $267.2 million, a decrease of 21%
compared to the prior year's second quarter.  The Company reported
Adjusted EBITDA for the quarter of $79.2 million, a decrease of
38% compared to the prior year's second quarter.  For the second
quarter, the Company reported a net loss of $65.3 million as
compared to net earnings of $18.6 million in the prior year's
second quarter.

During the second quarter, the Company incurred $0.6 million in
write-downs and other charges, which included losses on asset
disposals and severance expense.  The Company also incurred $0.6
million in costs to develop new gaming opportunities, $2.7 million
of expense related to equity-based awards, $1.4 million of
preopening expenses, $4.5 million in legal fees related to the
proposed debt restructuring and other non-recurring costs, and a
gain of $1.5 million related to its deferred compensation plan.

The Company's second quarter earnings from its Green Valley Ranch
joint venture were $5.6 million, which represents a combination of
the Company's management fee plus 50% of Green Valley Ranch's
operating income.  For the second quarter, Green Valley Ranch
generated Adjusted EBITDA before management fees of $15.2 million,
a decrease of 31% compared to the same period in the prior year.
Green Valley Ranch reported a net loss of $3.8 million for the
second quarter as compared to a net loss of $1.2 million in the
same period in the prior year.

A copy of the Company's Form 10-Q filed with the Securities and
Exchange Commission is available for free at:
http://researcharchives.com/t/s?41f2

                     Las Vegas Market Results

For the second quarter, net revenues from the Major Las Vegas
Operations, excluding Green Valley Ranch and Aliante Station, were
$245.9 million, a 20% decrease compared to the prior year's second
quarter, while Adjusted EBITDA from those operations decreased 33%
to $71.0 million from $106.1 million in the same period in the
prior year. The Major Las Vegas Operations reported a net loss of
$15.6 million for the second quarter as compared to net income of
$1.6 million in the same period in the prior year.

Adjusted EBITDA is not a generally accepted accounting principle
("GAAP") measurement and is presented solely as a supplemental
disclosure because the Company believes that it is a widely used
measure of operating performance in the gaming industry and is a
principal basis for the valuation of gaming companies. EBITDA and
Adjusted EBITDA are further defined in footnote 1.

             Balance Sheet and Capital Expenditures

Long-term debt was $5.7 billion as of June 30, 2009.  Total
capital expenditures were $17.1 million for the second quarter
which consisted primarily of maintenance capital purchases and
other projects.  Equity contributions to joint ventures during the
second quarter were $14.0 million.

                         Chapter 11 Update

Station Casinos and its affiliates continue to conduct their
businesses as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with applicable provisions of
the Bankruptcy Code and the orders of the Bankruptcy Court.  The
Company remains in discussions with its lenders and the holders of
the Notes regarding a possible reorganization of its capital
structure.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STOLLE MACHINERY: Moody's Withdraws 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for Stolle
Machinery Company LLC.  The ratings have been withdrawn because
Moody's believes it lacks adequate information to maintain a
rating.

These ratings will be withdrawn:

* B2 corporate family rating withdrawn
* B2 probability of default rating withdrawn
* B1 (LGD 3; 37%) on senior secured revolver withdrawn
* B1 (LGD 3; 37%) on senior secured term loan withdrawn
* Negative outlook withdrawn

The prior rating action was on August 7, 2008, when Stolle was
assigned a corporate family rating of B2.

Stolle Machinery Company LLC, headquartered in Centennial,
Colorado, is a leading provider of capital equipment, spare parts,
tooling and dies, and services to the beverage and food can
industries.  Stolle sells its machinery and services on a global
basis.  Stolle is majority-owned by investment funds managed by
GSO Capital Partners LP and its affiliates.


STUART PROPERTY: Oakton Estate to be Auctioned on September 10
--------------------------------------------------------------
Tranzon Fox will conduct an auction of Stuart Property, LLC's
15,300+/- square foot limestone luxury estate located in 11215
Stuart Mill Road, in Oakton, Virginia, on September 10, 2009, at
11:00 a.m.  The 5 bedroom, 5 full bath, 3 half bath home is
situated on a 3.11 +/- acre site and was built in 2005.

For more information, please contact Jeff Stein at (703) 539-8111.

Oakton, Va.-based Stuart Property, LLC filed for Chapter 11 relief
on March 16, 2009 (Bankr. E.D. Va., Case No. 09-11907).
Christopher S. Moffitt, Esq., at the Law Offices of Christopher S.
Moffitt, P.C., represents the Debtor as counsel.  In its petition,
the Debtor listed between $1 million and $10 million each in
assets and debts.


SWIFT TRANSPO: Bank Debt Trades at 21% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 78.35 cents-on-the-dollar during the week ended Friday,
Aug. 14, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.35 percentage points from the previous week, The
Journal relates.  The loan matures on March 15, 2014.  The Company
pays 275 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 14, among the 128 loans with five or more bids.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the US and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry vans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.  Chairman and CEO Jerry
Moyes owns the company, which he founded in 1966, took public, and
took private again in 2007.


TARGA RESOURCES: Bank Debt Trades at 1.6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Targa Resources,
Inc., is a borrower traded in the secondary market at 98.40 cents-
on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.75
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2012.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt is
not rated by either Moody's or S&P.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 14, among the 128 loans
with five or more bids.

Targa Resources, Inc. -- http://www.targaresources.com/-- is a
provider of midstream natural gas and natural gas liquid services
in the United States.  The Company provides these services through
its integrated platform of midstream assets.  Its gathering and
processing assets are located in the Permian Basin in west Texas
and southeast New Mexico, the Louisiana Gulf Coast primarily
accessing the offshore region of Louisiana, and, through Targa
Resources Partners LP, the Fort Worth Basin/ Bend Arch in north
Texas, the Permian Basin in west Texas and the onshore region of
the Louisiana Gulf Coast.  Its NGL logistics and marketing assets
are located primarily at Mont Belvieu and Galena Park near
Houston, Texas and in Lake Charles, Louisiana, with terminals and
transportation assets across the United States.

As reported by the TCR on July 30, 2009, Moody's Investors Service
affirmed the ratings of both Targa Resources, Inc., and Targa
Resources Partners LP following the announcement that Partners has
agreed to acquire the natural gas liquids logistics and marketing
business from TRI for $530 million, consisting of $397.5 million
of debt and $132.5 million of limited partnership units issued to
TRI.  Partners' ratings affirmed are the Ba3 Corporate Family
Rating and Probability of Default Rating, the B2 senior unsecured
rating with a loss given default of LGD 5 (84% changed from 87%),
and the SGL- 3 Speculative Grade Liquidity Rating.  TRI's ratings
affirmed are the B1 Corporate Family Rating and Probability of
Default Rating, the B3 senior unsecured rating with a loss given
default of LGD 5 (81% changed from 85%), and the SGL-2 Speculative
Grade Liquidity Rating.  The outlook for both companies is stable.


TEHAMA SECURED: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tehama Secured Investments, LLC
        PO Box 491870
        Redding, CA 96049

Bankruptcy Case No.: 09-37116

Chapter 11 Petition Date: August 13, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: James M. Underwood, Esq.
                  PO Box 493164
                  Redding, CA 96049
                  Tel: (530) 222-3157

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 James M. Underwood, authorized agent of
the Company.


TEUFEL NURSERY: Textron Demands Payment of $5.3MM, Sues Co. & CFO
-----------------------------------------------------------------
Jeff Manning at The Oregonian reports that Textron Financial
Corp., whom Teufel Nursery Inc. owes $5.3 million, has sued the
Debtor and its chief financial officer Donald Hauenstein, seeking
for repayment of the debt.

According to The Oregonian, Textron Financial accused Mr.
Hauenstein of fabricating financial records of non-existent
receivables so that Teufel Nursery could borrow more money from
the complainant before the bankruptcy.  The Oregonian says that
Teufel Nursery's president and majority shareholder, Larry Teufel,
called Textron Financial's allegations as "ridiculous" and Mr.
Hauenstein denied the claims, which could make the Debtors'
already frustrating search for alternative financing more
difficult.  Mr. Tuefel has called on 23 different lenders so far,
the report states, citing Teufel Nursery.  The report quoted Mr.
Teufel as saying, "The lenders we are working with, they're all
nervous.  We're lumped in with the rest of the construction
industry.  And everyone is concerned about us being viable."

Teufel Nursery is profitable and the operation will survive, The
Oregonian relates, citing Mr. Teufel.

Headquartered in Portland, Oregon, Teufel Nursery, Inc. --
http://www.teufel.com/-- aka Teufel Landscape offers lawn and
gardening services.  The Company filed for Chapter 11 on June 24,
2009, (Bankr. D. Ore. Case No. 09-34880) Robert J. Vanden Bos,
Esq., at Vanden Bos & Chapman represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


TRIBUNE CO: Bank Debt Trades at 60% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 40.10 cents-on-the-
dollar during the week ended Friday, Aug. 14, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.61 percentage points
from the previous week, The Journal relates.  The loan matures
May 17, 2014.  Tribune pays 300 basis points above LIBOR to borrow
under the facility.  Moody's has withdrawn its rating on the bank
debt, while it is not rated by Standard & Poor's.  The debt is one
of the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 14, among the
128 loans with five or more bids.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 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 Dec. 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)


TXCO RESOURCES: Swings to $54.6 Million Net Loss for June 30 Qtr
----------------------------------------------------------------
TXCO Resources Inc. swung to a net loss of $54,661,000 for the
three months ended June 30, 2009, from net income of $10,129,000
for the same period a year ago.  For the six months ended June 30,
2009, TXCO Resources reported a net loss of $101,222,000 from net
income of $14,382,000 for the same period a year ago.

As of June 30, 2009, TXCO Resources had $397,933,000 in total
assets and $344,118,000 in total liabilities, resulting in
$53,815,000 in stockholders' equity.

At June 30, 2009, the Company had a working capital deficiency of
$300.0 million, including liabilities subject to compromise.  It
had $66.1 million in prepetition trade payables at June 30, 2009,
of which roughly $51.4 million was 60 days or more past due.
Prepetition trade payables will be addressed in a Plan of
Reorganization for the Company.

"Our inability to reach accommodations with our vendors regarding
the timing of payment in light of our limited liquidity resulted
in liens filed against our properties and withdrawal of trade
credit by certain vendors, which in turn limits our ability to
conduct operations on properties.  While we examined alternatives
to improve our liquidity and cash resources, our inability to
improve our liquidity and cash resources has caused us to
experience continued material adverse business consequences and
resulted in the bankruptcy filing," TXCO Resources said.

The Company incurred roughly $2.7 million in restructuring costs
during second-quarter 2009.

A full-text copy of TXCO Resources' quarterly report on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?41ef

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


UBS AG: Client to Plead Guilty to Failing to File Tax Report
------------------------------------------------------------
David Voreacos and Carlyn Kolker at Bloomberg News report that
John McCarthy, a California client of UBS AG, will plead guilty to
a charge of failing to file a tax report for an offshore bank
account holding more than $1 million.

Mr. McCarthy opened a Swiss account in 2003 under Hong Kong-based
COGS Enterprises Ltd.  Court documents say that Mr. McCarthy
failed to file a Foreign Bank and Financial Accounts report.

Citing prosecutors, Bloomberg states that Mr. McCarthy signed a
plea agreement and will make an initial appearance on
September 14.  According to Bloomberg, the plea agreement says
that while banking with UBS in the Cayman Islands, Mr. McCarthy's
bankers told him, "a lot of United States' clients don't report
their income and just take it off the top."  The plea agreement
also says that Mr. McCarthy admitted that:

     -- with the help of UBS representatives and his Swiss
        lawyers, he took money from his U.S. business into a
        domestic bank account in 2003 to transfer it into his COGS
        account in Switzerland;

     -- he met with UBS bankers and his Swiss lawyers over the
        next five years to discuss UBS accounts, wherein his Swiss
        lawyer advised him to set up a Liechtenstein foundation or
        a Panamanian or Hong Kong corporation to "create an extra
        layer of privacy" and help hide his identity;

     -- last year, former UBS employees, together with his Swiss
        lawyer, helped him move his funds from UBS to another,
        unnamed Swiss bank to continue to conceal his accounts
        from U.S. authorities.

Mr. McCarthy agreed to cooperate with prosecutors and will pay a
penalty totaling 50% of the highest amount of his COGS account
since 2003, prosecutors said in a statement.

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.

As reported in the Troubled Company Reporter-Europe, UBS has
amassed more than US$53 billion in writedowns and losses since the
credit crisis began.  The bank expects to post a loss in the
second quarter of 2009.  The bank's net loss for full-year 2008
widened to CHF19.697 billion from of CHF5.247 million in the prior
year.  Net losses from continuing operations totaled
CHF19.327 billion, compared with losses of CHF5.111 billion in the
prior year.  UBS attributed the losses to negative revenues in its
fixed income, currencies and commodities (FICC) area.  For the
2008 fourth quarter, UBS incurred a net loss of CHF8.100 billion,
down from a net profit of CHF296 million.  Net loss from
continuing operations was CHF7.997 billion compared with a profit
of CHF433 million.  The Investment Bank recorded a pre-tax loss of
CHF7.483 billion, compared with a pre-tax loss of CHF2.748 billion
in the prior quarter.  This result was primarily due to trading
losses, losses on exposures to monolines and impairment charges
taken against leveraged finance commitments.  An own credit charge
of CHF1.616 billion was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.

UBS said it will further reduce its headcount to 15,000 by the end
of the year.  UBS's personnel numbers reduced to 77,783 on
December 31, 2008, down by 1,782 from September 30, 2008, with
most staff reductions at its investment banking unit.


UNION BANK, GILBERT: MidFirst Oklahoma City Assumes All Deposits
----------------------------------------------------------------
Union Bank, National Association, Gilbert, Arizona, was closed
August 14 by the Office of the Comptroller of the Currency, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with MidFirst Bank, Oklahoma
City, Oklahoma, to assume all of the deposits of Union Bank,
National Association, excluding those from brokers.

The sole office of Union Bank, N.A. will reopen on Monday, August
17, 2009, as a branch of MidFirst Bank.  Depositors of Union Bank,
N.A. will automatically become depositors of MidFirst Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branch until MidFirst Bank can fully integrate
the deposit records of Union Bank, N.A.

As of June 12, 2009, Union Bank, N.A. had total assets of
$124 million and total deposits of approximately $112 million.  In
addition to assuming all of the deposits of the failed bank,
MidFirst Bank agreed to purchase approximately $11 million of
assets.  The FDIC will retain the remaining assets for later
disposition.

MidFirst Bank will purchase all deposits, except about $88 million
in brokered deposits, held by Union Bank, N.A.  The FDIC will pay
the brokers directly for the amount of their funds.  Customers who
placed money with brokers should contact them directly for more
information about the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-640-2538.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/union-az.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $61 million.  MidFirst Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Union Bank, N.A. is the 75th FDIC-
insured institution to fail in the nation this year, and the
second in Arizona.  The last FDIC-insured institution to be closed
in the state was Community Bank of Arizona, Phoenix, also
August 14.


VENETIAN MACAU: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
89.50 cents-on-the-dollar during the week ended Friday, Aug. 14,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.08 percentage points from the previous week, The Journal
relates.  The loan matures on May 25, 2013.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 14, among the 128 loans with five or more bids.

Meanwhile, Participations in a syndicated loan under which Las
Vegas Sands is a borrower traded in the secondary market at 77.67
cents-on-the-dollar during the week ended Friday, Aug. 14, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.63
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is also one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 14, among the 128 loans with five or more bids.

Venetian Macau is a wholly owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


VERSO TECHNOLOGIES: Amends Various Registration of Securities
-------------------------------------------------------------
Verso Technologies, Inc. -- in 11 separate filings with the
Securities and Exchange Commission on August 6, 2009 -- filed
Post-Effective Amendment No. 1 to amend:

     1. the Registration Statement on Form S-8, Registration No.
        333-74258, which was filed and became effective on
        November 30, 2001.  The Registration Statement registered
        1,084,041 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the Telmate.Net
        Software, Inc. 1999 Stock Incentive Plan, as amended
        -- as adjusted for the Company's one-for-five reverse
        stock split effective October 11, 2005;

     2. the Registration Statement on Form S-8, Registration No.
        333-74264, which was filed and became effective on
        November 30, 2001.  The Registration Statement registered
        1,000,000 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 1999 Stock
        Incentive Plan, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

     3. the Registration Statement on Form S-8, Registration
        No. 333-59372, which was filed and became effective on
        April 23, 2001.  The Registration Statement registered
        979,379 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the Cereus
        Technology Partners 1997 Stock Option Plan, as amended --
        as adjusted for the Company's one-for-five reverse stock
        split effective October 11, 2005;

     4. the Registration Statement on Form S-8, Registration
        No. 333-92337, which was filed and became effective on
        December 8, 1999.  The Registration Statement registered
        200,000 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 1999 Employee
        Stock Purchase Plan, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

     5. the Registration Statement on Form S-8, Registration
        No. 333-85107, which was filed and became effective on
        August 13, 1999.  The Registration Statement registered
        1,100,000 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 1999 Employee
        Stock Purchase Plan, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

     6. the Registration Statement on Form S-8, Registration
        No. 333-80501, which was filed and became effective on
        June 11, 1999.  The Registration Statement registered
        500,000 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 1998 Stock
        Incentive Plan, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

     7. the Registration Statement on Form S-8, Registration
        No. 333-26015, which was filed and became effective on
        April 28, 1997.  The Registration Statement registered
        378,640 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 1995 and 1997
        Stock Incentive Plans, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

     8. the Registration Statement on Form S-8, Registration
        No. 333-124037, which was filed and became effective on
        April 13, 2005.  The Registration Statement registered
        500,000 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 1999 Stock
        Incentive Plan, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

     9. the Registration Statement on Form S-8, Registration
        No. 333-124038, which was filed and became effective on
        April 13, 2005.  The Registration Statement registered
        200,000 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 1999 Employee
        Stock Purchase Plan, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

    10. the Registration Statement on Form S-8, Registration
        No. 333-139319, which was filed and became effective on
        December 14, 2006.  The Registration Statement registered
        3,500,000 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 1999 Stock
        Incentive Plan, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

    11. the Registration Statement on Form S-8, Registration
        No. 333-150279, which was filed and became effective on
        April 17, 2008.  The Registration Statement registered
        10,000,000 shares of the Company's common stock, par value
        $0.01 per share, for sale pursuant to the 2007 Stock
        Incentive Plan, as amended -- as adjusted for the
        Company's one-for-five reverse stock split effective
        October 11, 2005;

The Company said the offering pursuant to the Registration
Statements has been terminated.

On August 5, 2009, Arnall Golden Gregory LLP, on behalf of the
Company, filed requests for withdrawal on Form RW with the SEC to
apply for an order granting immediate withdrawal of the Post-
Effective Amendments to various Registration Statements on
Form S-8.  The Post-Effective Amendments were originally filed on
August 4.

The firm has been appointed as the Trustee under the Plan.

Arnall Golden said the Post-Effective Amendments were filed using
an incorrect EDGAR filer header code.  "We are requesting the
withdrawal so that the Post-effective Amendments may be filed
again using the corrected code.  No securities were sold or will
be sold pursuant to the Post-Effective Amendments," the firm said.

The firm said the request is consistent with, and filed under the
authority granted by, the Company's Second Amended Joint Plan of
Liquidation.

The U.S. Bankruptcy Court for the Northern District of Georgia
confirmed on June 4, 2009, an amended joint plan of liquidation
propounded by Verso Technologies, Inc., et al., and the Official
Committee of Unsecured Creditors appointed in the Debtors' cases.
During the course of their bankruptcy cases, the Debtors have sold
substantially all of their assets pursuant to a court-approved
sales process.

Under the revised Plan, on the Plan's Effective Date, the holders
of unsecured claims will receive a pro-rata distribution of any
liquidation proceeds that remain in the estate after the payment
and satisfaction of administrative claims (Class 1), tax claims
(Class 2), priority claims (Class 3) and secured claims (Class 6).
The plan proponents have anticipated making an initial
distribution of no less than 5% to holders of unsecured claims on
the Plan's Effective Date.

                     About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.

The Company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson; James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP; and Windy a. Hillman, Esq., at Wargo &
French LLP, represent the Debtors as counsel.  The Debtors
selected Logan and Company Inc. as their claims agent.

Darryl S. Laddin, Esq., Michael F. Holbein, Esq., and Stephen M.
Dorvee, Esq., at Arnall Golden Gregory LLP represent the Official
Committee of Unsecured Creditors as counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $34,263,000 and total debts of $36,657,000.


VESTIN REALTY: Taberna OKs Compromise Trust Preferred Obligations
-----------------------------------------------------------------
On June 25, 2009, Vestin Realty Mortgage II, Inc. (Nasdaq: VRTB)
entered into a letter agreement with Taberna Capital Management,
LLC, that sets forth a mechanism for the potential retirement of
Vestin's remaining outstanding trust preferred securities.  The
letter agreement provides that Vestin may tender replacement
securities in exchange for trust preferred securities at a ratio
which provides for a discount of 50% from the face amount of the
trust preferred securities.  In July 2009, Vestin tendered
replacement securities which it had acquired for approximately $10
million, in exchange for $20 million face amount of trust
preferred securities.  On August 11, Vestin deposited an
additional $4 million for the purchase of replacement securities
which will be exchanged for $8 million face value of the trust
preferred securities. Under the letter agreement, Vestin have
until August 31, 2009, to deposit additional cash for the purchase
of replacement securities.  "No assurance can be given that we
will have the funds available to complete the retirement of the
remaining trust preferred securities," Vestin cautions.  Upon
execution of the June 25, 2009 letter agreement, Vestin made a
nonrefundable payment of $326,500 to Taberna to cover its cost
related to the exchanges.

As of August 14, 2009, Vestin had approximately $16.3 million in
trust preferred securities and $27,000 of common trust securities
outstanding and was in compliance with all covenants of the trust
preferred securities.

Vestin's current compliance, however, is the result of waivers and
modifications to the original agreements over the past nine
months.  On November 7, 2008, Vestin entered into a First
Supplemental Indenture with Taberna, in its capacity as collateral
manager for certain collateral debt obligation vehicles that are
the holders of the junior subordinated notes, providing for an
amendment of a tangible net worth covenant.  On December 31, 2008,
Vestin was not in compliance with the revised tangible net worth
covenant and the debt to tangible net worth covenant in the First
Supplemental Indenture.  On March 25, 2009, Vestin entered into a
letter agreement with Taberna providing for a waiver of all
financial covenants effective from December 31, 2008, through
June 30, 2009.  Vestin made a nonrefundable payment of $200,000 to
Taberna to cover its costs related to the 2008 waiver and exchange
arrangement.

Vestin Realty Mortgage II, Inc., is a real estate investment trust
that invests in commercial real estate loans.  As of June 30,
2009, Vestin Realty Mortgage II, Inc., had assets of approximately
$161.2 million, and liabilities totaling $51.6 million.  Vestin
Realty Mortgage II, Inc. is managed by Vestin Mortgage, Inc.,
which is a subsidiary of Vestin Group, Inc., which is engaged in
asset management, real estate lending and other financial services
through its subsidiaries.  Since 1995, Vestin Mortgage Inc. has
facilitated more than $2.0 billion in lending transactions.


VIJAY TANEJA: Potomac Maryland Property to be Auctioned on Sept 17
------------------------------------------------------------------
Tranzon Fox will auction on September 17, 2009, at 11:00 a.m., an
approximately 21,500 square-foot, luxury home located at 9034
Bronson Road, in Potomac, Maryland.  The residential property is
situated just off River Road on an approximately 2.3-acre site
roughly a mile from the Congressional Country Club.

The property is offered for sale by H. Jason Gold, the Court-
appointed trustee in Vijay Taneja's Chapter 11 bankruptcy case.

For more information, contact Jeff Stein at (703) 539-8111.

Fairfax, Virginia-based Vijay K. Taneja is a real estate
developer.  NRIinternet.com reports that Mr. Taneja immigrated to
the United States at age 10 when his diplomat father was posted
here.  He established Fairfax, Virginia-based Financial Mortgage,
Inc. in 1990.

Mr. Taneja filed for Chapter 11 relief on June 9, 2008 (Bankr.
E.D. Va. Case No. 08-13293).  Robert M. Marino, Esq., at Redmon
Peyton & Braswell, LLP, represents the Debtor as counsel.
Attorneys at McGuireWoods LLC and Leach Travell Britt PC represent
the official committee of unsecured creditors as counsel.  In his
schedules, Mr. Taneja listed $30,374,690 in total assets, and
$104,309,562 in total liabilities.

Financial Mortgage, Inc. filed for bankruptcy on June 9, 2008.
(Bankr. E.D. Va. Case No. 08-13287).

Non-resident Indian Vijay K. Taneja was sentenced in January 2009
for defrauding banks of $33 million.  According to
NRIinternet.com, it was one of the largest bank fraud scams in
Virgina state's history.  He defrauded the banks by creating
fictitious loans and mortgages, and then selling them to
investors.


WESTHAMPTON COACHWORKS: Owner Arrested for Larceny
--------------------------------------------------
Jessica DiNapoli at 27east reports that Westhampton Coachworks and
Manhattan Motorcars founder and owner Richard Rubio and his son,
Barry, were arrested on Tuesday last week after the Suffolk County
district attorney's office charged them of stealing $160,000 from
the sale of a 2006 Lamborghini that was supposed to have been sold
on consignment.

The police, according to 27east, said that the Rubios were hired
by Dr. Bleecher in May 2008 to sell the Lamborghini and, in
return, were to collect $5,000 in commission fees.  27east relates
that the sports car was sold in August 2008, eight months before
Mr. Rubio filed for Chapter 11 bankruptcy.

Mr. Clifford said that the Rubios had agreed to sell a 2006
Lamborghini Gallardo SE owned by Dr. Bleecher in 2008 for a $5,000
commission, 27east relates.  Dr. Bleecher purchased the
Lamborghini from the Rubios two years ago.  The Rubios sold the
car for about $160,000 in August 2008, the report says, citing Dr.
Bleecher.  Dr. Bleecher, according to the report, said that he has
called the Rubios every month to inquire about when they would
forward him the proceeds of the sale, but the Rubios didn't have
the resources to pay him what he was owed.

27east states that the Rubios were charged with second-degree
grand larceny by the DA's office.  The Rubios are accused of never
giving the bulk of the proceeds from the sale of a 2006
Lamborghini to its original owner, Dr. Charles Bleecher of St.
James, 27east states, citing District Attorney Thomas Spota's
spokesperson, Bob Clifford.

Messrs. Richard and Barry Rubio were arraigned in Westhampton
Beach Village Justice Court on Tuesday, says 27east.  They both
pleaded not guilty to the charges and were released on their own
recognizance, according to the report.

27east, citing Mr. Clifford, states that the Rubios, if convicted,
could receive a maximum of five to 15 years in state prison.

Westhampton Coachworks and Manhattan Motorcars filed for Chapter
11 bankruptcy protection on April 29, 2009 (Bankr. E.D. N.Y. Case
No. 09-73008).  Kenneth A. Reynolds, Esq., at McBreen & Kopko,
assists the Debtors in their restructuring efforts.


YANKEE CANDLE: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which The Yankee Candle
Company, Inc., is a borrower traded in the secondary market at
92.65 cents-on-the-dollar during the week ended Friday, Aug. 14,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.24 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 6, 2014.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba3 rating and Standard & Poor's BB- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 14, among the 128 loans with five or more bids.

Based in South Deerfield, Massachusetts, The Yankee Candle
Company, Inc., designs, manufactures, and is a wholesaler and
retailer of premium scented candles.  Yankee has a 39-year history
of offering distinctive products and marketing them as affordable
luxuries and consumable gifts.  The Company sells its products
through a North American wholesale customer network of 19,689
store locations, a growing base of Company owned and operated
retail stores (491 located in 43 states as of Jan. 3, 2009,
including 28 Illuminations stores), direct mail catalogs, and its
Internet Web sites:

                 http://www.yankeecandle.com
                 http://www.illuminations.com
                 http://www.aromanaturals.com

Outside of North America, the Company sells its products primarily
through its subsidiary, Yankee Candle Company (Europe), Ltd.,
which has an international wholesale customer network of 2,994
store locations and distributors covering approximately 23
countries.

Yankee Holding Corp. is a holding company formed in connection
with the Company's Merger with an affiliate of Madison Dearborn
Partners, LLC, on February 6, 2007, and is now the parent company
of The Yankee Candle Company, Inc.

Yankee Holding Corp. and subsidiaries had $1.372 billion in total
assets, and $1.375 billion in total liabilities, resulting in
$2.82 million in stockholders' deficit as of Jan. 3, 2009.


YE HYUNG CHOI: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Ye Hyung Choi
               Jong Nim Choi
               5125 Harold way #307
               Los Angeles, Ca 90027

Bankruptcy Case No.: 09-31252

Chapter 11 Petition Date: August 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtors' Counsel: Thomas Suh, Esq.
                  601 S Figueroa St., Suite 40285
                  Los Angeles, CA 90017
                  Tel: (213) 670-0068
                  Fax: (213) 596-3824

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 2 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-31252.pdf

The petition was signed by the Joint Debtors.


YOUTH & FAMILY: Moody's Changes Outlook on 'B2' Rating to Negative
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Youth &
Family Centered Services, Inc., to negative from stable.  At the
same time, Moody's affirmed YFCS' ratings, including the B2
Corporate Family Rating and the Probability of Default Rating of
B2.

Lower than expected revenue and EBITDA growth in 2009 has
heightened Moody's concern about the company's ability to maintain
compliance with its leverage covenant as required levels become
more restrictive, particularly in the quarter ending March 2010.
Further, while Moody's expect YFCS to continue to generate
positive free cash flow, Moody's expects that YFCS' cash balance
could be substantially reduced as it repays debt in order to
maintain covenant compliance.  The negative outlook reflects the
reduced operating flexibility and ability to absorb any negative
event during this period of weakened liquidity.

YFCS' Corporate Family Rating is B2, reflecting its small scale,
revenue concentration risk by state and facility, exposure to
Medicaid reimbursement and event risk due to the sensitive nature
of YFCS' patients.  The B2 Corporate Family Rating is supported by
YFCS' leading competitive position in its markets, moderate
financial leverage, and good cash flow generation.

Ratings affirmed/LGD assessments revised:

* Corporate Family Rating, B2

* Probability of Default Rating, B2

* $25 million senior secured revolving credit facility due 2012,
  to B1 (LGD3, 37%) from B1 (LGD3, 41%)

* $120 million senior secured Term Loan B due 2013, to B1 (LGD3,
  37%) from B1 (LGD3, 41%)

The outlook for the ratings is negative.

Moody's last rating action on YFCS was on September 29, 2006, when
the ratings on the company's senior secured credit facilities were
upgraded to B1 from B2.

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

YFCS provides medical, behavioral health, education and long-term
support needs for abused and neglected infants, children and
adolescents.  The company's services include inpatient acute care
programs, residential treatment programs, programs for the
developmentally disabled, foster care, group homes, home and
community based services, outpatient and accredited private and
charter schools.  The company generated revenues of about
$199 million for the twelve months ended June 30, 2009.


* 5 Banks Shuttered; Year's Failed Banks Now 77
-----------------------------------------------
Five banks -- Colonial Bank, Montgomery, AL; Union Bank, National
Association, Gilbert, AZ; Community Bank of Nevada, Las Vegas, NV;
Community Bank of Arizona, Phoenix, AZ; Dwelling House Savings and
Loan Association, Pittsburgh, PA -- were closed August 14 by
regulators, which appointed the Federal Deposit Insurance
Corporation as receiver.  This year's closed banks have risen to
77.

To protect depositors, the FDIC created the Deposit Insurance
National Bank of Las Vegas (DINB), which will assume all insured
deposits of Community Bank of Nevada.  The FDIC was able to locate
buyers for the four other banks.

Of the five banks, Colonial bank is the largest with total assets
of $25 billion and total deposits of approximately $20 billion as
of June 30, 2009, followed by Community Bank of Nevada with total
assets of $1.52 billion and total deposits of about $1.38 billion.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

According to Bloomberg News, regulators have seized the most U.S.
banks this year since 1993.

The Summer 2009 issue of Supervisory Insights released by the FDIC
on June 16, 2008, said the U.S. financial services industry
experience a crisis in 2008, with these challenges continuing
during the first half of 2009.  In 2008, U.S. financial regulatory
agencies extended $6.8 trillion in temporary loans, liability
guarantees and asset guarantees in support of financial services.
By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.

Bear Stearns was the first large investment bank to be acquired by
a bank holding company during 2008.  Of the other four largest
investment banks in the United States, one would fail and the
others would be acquired by, or become, bank holding companies.

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.  A copy of the Supervisory Insights is
available for free at:

       http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

                      2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
  Closed Bank          Buyer                (millions)  (millions)
  -----------          ----                 --------       -----
Colonial Bank       BB&T, Winston-Salem      $20,000.0   $2,800.0
Union Bank, N.A.    MidFirst Bank                $14.0      $61.0
Community Bank Nev  FDIC-Created DINB         $1,375.8     $781.5
Community Bank Ariz MidFirst Bank               $143.8      $25.5
Dwelling House      PNC Bank, N.A.               $13.8       $6.8
First State Bank    Stearns Bank, N.A.          $379.0     $116.0
Community National  Stearns Bank, N.A.           $93.0      $24.0
Community First     Home Federal Bank, Nampa    $151.0      $45.0
Integrity Bank      Stonegate Bank, Fla.        $102.0      $46.0
Mutual Bank         United Central, Tex.      $1,600.0     $696.0
First BankAmericano Crown Bank, Brick, NJ       $157.0      $15.0
First State, Altus  Herring Bank, Amarillo, Tex. $98.2      $25.2
Peoples Community   First Financial Bank, Ohio  $598.2     $129.5
Waterford Village   Evans Bank, N.A.             $58.0       $5.6
SB - Gwinnett       State Bank and Trust        $292.0   }
SB - North Fulton   State Bank and Trust        $191.0   }
SB - Jones County   State Bank and Trust        $387.0   } $807.0
SB - Houston County State Bank and Trust        $320.0   }
SB - North Metro    State Bank and Trust        $212.0   }
SB - Bibb County    State Bank and Trust      $1,000.0   }
Temecula Valley     First-Citizen Bank          $996.0     $391.0
Vineyard Bank       Calif. Bank, San Diego    $1,456.0     $579.0
BankFIrst, Sioux    Alerus Financial, N.A.      $254.0      $91.0
First Piedmont      First American Bank         $109.0      $29.0
Bank of Wyoming     Central Bank & Trust         $59.0      $27.0
John Warner Bank    State Bank of Lincoln        $64.0      $10.0
1st State Winchest. First Nat'l Beardstown       $34.0       $6.0
Rock River Bank     Harvard State Bank           $75.8      $27.6
Elizabeth State     Galena State Bank            $50.4      $11.2
1st Nat'l Danville  First Financial             $147.0      $24.0
Founders Bank       PrivateBank and Trust       $848.9     $188.5
Millennium State    State Bank of Texas         $115.0      $47.0
Mirae Bank          Wilshire State Bank         $362.0      $50.0
Metro Pacific Bank  Sunwest Bank, Tustin         $67.0      $29.0
Horizon Bank        Stearns Bank, N.A.           $69.4      $33.5
Neighborhood Comm   CharterBank, West Point     $191.3      $66.7
Community Bank      -- None --                       -          -
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                    305 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

The FDIC said on May 27 that the number of banks and savings
institutions in its "Problem List" increased to 305 from 252 at
the end of 2008.  The 305 banks and thrifts have combined assets
of $220 billion, according to the FDIC's quarterly banking
profile.

The 252 insured institutions with combined assets of $159 billion
on the FDIC's "Problem List" as of year-end was already the
largest since the middle of 2005.  The Problem List had 171
institutions with $116 billion in assets at the end of the third
quarter, and 76 institutions with $22 billion in assets at the end
of 2007.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q1'09             305      $220,047          21         $9,498
  2008              252       159,405          25        371,945
  2007               76        22,189           3          2,615
  2006               50         8,265           0              0
  2005               52         6,607           0              0
  2004               80        28,250           4            170

A copy of the FDIC's Quarterly Banking Profile for the first
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_Mar3109_QBP.pdf


* Bankruptcies Rise 35% in Quarter Ended June 2009 From 2008
------------------------------------------------------------
The Administrative Office of the U.S. Courts says that in the 12-
month period ended June 30, 2009, there were 1,306,315 bankruptcy
cases filed, a 35% increase compared to filings for the 12-month
period ended June 30, 2008, when cases totaled 967,831.  The
filings include both business and non-business entities for the
12-month period ended June 30, 2009

             Business and Non-Business Filings
              Years Ended June 30, 2005-2009

       Year     Total     Non-Business     Business
       2009  1,306,315     1,251,294        55,021
       2008    967,831       934,009        33,822
       2007    751,056       727,167        23,889
       2006  1,484,570     1,453,008        31,562
       2005  1,637,254     1,604,848        32,406

Business and Non-Business Filings

Non-business filings for the 12-month period ended June 30, 2009,
totaled 1,251,294, up 34% from the 934,009 non-business filings
for June 30, 2008.  Business filings totaled 55,021, up 63% from
the 33,822 filings reported in June 30, 2008.

Filings by Chapter, 12-month Period Ending June 30

In the 12-month period ended June 30, 2009, increased filings were
seen in all bankruptcy chapters.

          Total Bankruptcy Filings by Bankruptcy Chapter
                Years Ended June 30, 2005-2009

                               Chapter
         Year        7          11       12      13
         2009     907,603    13,951     422    384,187
         2008     615,748  7,293     314    344,421
         2007     450,332  5,586     386    294,693
         2006   1,164,815  6,224     360    313,085
         2005   1,196,212  6,703     290    433,945

Chapter 7 filings totaled 907,603, up 47% from the 615,748 Chapter
7 filings in the 12-month period ending June 30, 2008.

Chapter 13 filings totaled 384,187, up 12% from the 344,421
filings in the same time period in June 2008.

Chapter 11 filings totaled 13,951, up 91% from the 7,293 filings
during the 12-month period ending June 30, 2008.

Chapter 12 filings rose 34% to 422, from the 314 Chapter 12
bankruptcies filed as of June 30, 2008.

The Judiciary's Third Quarter Filings

Third quarter filings, the 3-month period ended June 30, 2009,
totaled 381,073.  Filings for the June quarter are the highest of
any quarter in fiscal year 2009 (October 1, 2008 - September 30,
2009).  First quarter filings totaled 301,317 and second quarter
filings totaled 330,477.

Bankruptcy filings increased 15% to 381,073 in the second quarter,
from the first three months of 2009, and up 38% from 2008,
according to the Administrative Office of the U.S. Courts.

Andy Sullivan and Tom Hals at Reuters quoted Georgia State
University College of Law professor Jack Williams as saying, "I
think what we're seeing is a significant increase in Chapter 11
filings in the small business area, among businesses that would
have traditionally weathered the economic storm."   According to
Reuters, Mr. Williams said that he expects total filings to reach
1.4 million this year, which would be the highest since 2005, when
there was a surge of consumer filings ahead of legal changes.

Bankruptcy filings tend to lag an economic rebound by up to a
year, and with an increasing number of state governments cutting
workers, the filings could increase and "we may be about to see
another significant spike," Reuters states, citing Mr. Williams.

The five states having the highest bankruptcy filings, according
to Reuters, are:

1) Tennessee (the highest among all the states)
2) Nevada
3) Alabama,
4) Georgia, and
5) Indiana.

Reuters lists these states as having the fewest number of
bankruptcy filings:

  1) Alaska
  2) the District of Columbia,
  3) Wyoming,
  4) Hawaii, and
  5) Texas.

Period      Filings      Period      Filings      Period      Filings

2009

June 30     381,073
March 31    330,477  June 30, 2004   421,110  Sept. 30, 1999  323,550

2008

Dec. 31     301,317  March 31, 2004  407,572   June 30, 1999  345,956
Sept. 30    292,291  Dec. 31, 2003   393,348  March 31, 1999  330,784
June 30     276,510   Sept. 30, 2003 412,989   Dec. 31, 1998   353,108
March 31    245,695   June 30, 2003  440,257  Sept. 30, 1998   361,205


* Florida Dirt-Bond Distress Hits 105 Districts
-----------------------------------------------
Florida's housing decline pushed 105 community development
districts to default on bonds or to draw on reserves, affecting
$3.2 billion in securities, Bloomberg News reported, citing the
Distressed Debt Securities Newsletter.  Florida has about 600 such
districts, which sell tax-exempt debt known as dirt bonds to fund
construction of infrastructure for new real-estate developments.
According to the report, until new homes are sold, developers are
required to pay tax assessments on the land; if they can't, the
bonds are at risk of default.  The foreclosure and land-sale
process many districts face makes the debt harder to value,
driving the gap between what bond buyers will pay and what sellers
will accept into "fairy land," wrote Jack Colombo in Distressed
Debt Securities, a monthly newsletter in Miami Lakes, Florida.


* NHB Establishes Los Angeles Office & Adds Five New Professionals
------------------------------------------------------------------
NachmanHaysBrownstein, Inc., has appointed Gary Adelson in the Los
Angeles office.  Mr. Adelson also heads up the new Media &
Telecommunications Services Group.  In addition, M. Jacob Renick
has been named as Managing Director in its New York Office, Ross
Waetzman as Senior Consultant in its Dallas office, Randhir N.
Lakavathu as Senior Consultant in its New York Office, and Teresa
Dorr as Senior Consultant in NHB's Florida satellite office.

Gary Adelson is a Managing Director of NachmanHaysBrownstein,
Inc., in the Los Angeles office, and leads the new Media &
Telecommunications Services Group.  He has over 25 years
experience in all areas of the media, entertainment and sports and
gaming businesses.  He has held roles as Chairman, CEO, and
Managing Director at entertainment and media companies, venture
capital firms, and investment banks and has experience in a range
of media verticals such as new media technologies, broadcast,
distribution, syndication, production, cable, telecommunications,
and online gaming, among others.

Prior to joining NHB, Mr. Adelson was a Managing Director of the
Media, Sports, and Entertainment (MSE) Group at Houlihan Lokey,
the largest middle market investment bank in America where the MSE
Group advised on such transactions as the acquisition of MGM by
Sony, Comcast, and various private equity groups, NBC's
acquisition of Vivendi Universal, and the sale of Media Defender.
The first two were named Media Deals of the Year by various trade
publications.  Previously, Mr. Adelson was principal and co-
founder of Media Connect Partners which provided financial and
operating advisory services to media, sports, entertainment and
communications companies.  Media Connect Partners was acquired by
Houlihan Lokey.

M. Jacob Renick has over 40 years experience in public accounting
and as a consultant specializing in corporate restructuring,
bankruptcy and forensic accounting.  He brings extraordinary
experience to his clients and their legal counsel, addressing
their needs in an innovative and effective manner.  Mr. Renick has
worked extensively in the restructuring of financially distressed
entities, both in and out of bankruptcy, as well as with chapter 7
and 11 Trustees and creditor committees.  He has been a court-
appointed Examiner, Litigation and Liquidation Trustee, Plan
Administrator, Fiduciary of Trusts for the benefit of creditors,
and Receiver.

Prior to joining NHB, he was the Director of Bankruptcy &
Restructuring Services at Eisman Zucker Klein & Ruttenberg LLP, a
Westchester County, NY-based accounting and consulting firm.
Previously, he was a Director in the corporate restructuring and
bankruptcy group at Eisner LLP, and was a senior bankruptcy
specialist in the business investigations group at Weiser LLP.

Ross Waetzman has over ten years of professional service
experience advising corporations, as well as their lenders and
equity owners, on matters of financial and strategic significance.
He has extensive experience in corporate finance.  He has advised
companies in a wide range of M&A advisory engagements, including
public and private equity transactions, cross-border transactions,
privatizations, and distressed sales.  In addition, Mr. Waetzman
has provided fairness opinions, valuations, and financial damage
calculations in litigation.  He is also experienced in obtaining
debt financing on behalf of his clients to meet a variety of
needs.

Prior to joining NHB, Mr. Waetzman was a Vice President at Barrier
Advisors in Dallas, where he provided restructuring and M&A
advisory services.  His past work experience also includes working
in Credit Suisse First Boston's Investment Banking Department (M&A
and debt financing assignments), with A.T. Kearney (strategy and
operations projects), and with Ernst & Young's Corporate Finance
Group (M&A and financial restructuring assignments).

Randhir Lakavathu specializes in forecasting, valuation, business
plan evaluation, financial planning, and mergers and acquisitions.
Mr. Lakavathu has assisted clients across a broad range of
industries, including homebuilding, gas and electric utilities,
exploration and production, and pharmaceutical.

Prior to joining NHB, Mr. Lakavathu worked in corporate
restructuring at XRoads Solutions Group and Capstone Advisory
Group.  In those positions, among other engagements, he advised a
private homebuilder in Los Angeles, where he developed cash flow
projections for numerous projects, performed liquidation analyses
and helped raise $250 million in capital.  He also advised junior
lien bondholders of Calpine Corporation, supporting expert
testimony regarding valuation and damages associated with the
bonds.  Mr. Lakavathu also provided solvency analysis regarding
Enron Corporation, and performed valuation and goodwill impairment
analysis of Allied Defense Group and The Topps, Inc.

Teresa M. Dorr is a Senior Consultant in NachmanHaysBrownstein,
Inc.'s Florida satellite office, and part of its Fiduciary
Services Group.  Ms. Dorr has extensive experience representing
plaintiffs and defendants in preference actions, and conducting
analyses for both the prosecution and defense of such actions.
She has conducted claim analyses and prepared and prosecuted
claims objections in several cases.  Ms. Dorr's trial experience
includes denying discharge and dismissal of petitions for bad
faith.

Prior to joining NHB, Ms. Dorr practiced as an attorney at Fox
Rothschild, LLP and Buchanan Ingersoll & Rooney PC for almost ten
years.  Her practice focused on the area of financial
restructuring and creditors' rights, representing Chapter 11
debtors, creditors' committees and trustees in both Chapter 11 and
Chapter 7 bankruptcies in New Jersey, Pennsylvania and Delaware.

                   About NachmanHaysBrownstein

NachmanHaysBrownstein, Inc., is one of the country's leading
turnaround and crisis management firms, having been included among
the ten or so "Outstanding Turnaround Firms" in Turnarounds &
Workouts for the past fourteen consecutive years.  NHB
demonstrates leadership in corporate renewal by creating value and
preserving capital through turnaround and crisis management,
financial advisory, investment banking and fiduciary services to
financially challenged companies throughout America, as well as
through their investors, lenders and trade creditors.  NHB focuses
on producing lasting performance improvement, and maximizing the
business' value to stakeholders by providing the leadership and
credibility required to reconcile the client's objectives,
economic reality and available alternatives to establish an
achievable goal.

NHB professionals have assisted businesses in nearly every
industry, and provides services for out-of-court turnarounds and
workouts, crisis and interim management, sale of businesses,
refinancing, recapitalization, and restructuring, litigation
support and expert testimony, and -- where necessary -- bankruptcy
planning and reorganization advisory and management services.
NHB's clients have ranged from a few million dollars in sales to
nearly $2 billion, and have included both publicly held and
privately owned companies, however most clients are middle market
businesses with sales between $25 million and $500 million.
NHB professionals consist of seasoned executives who have in-depth
experience in diverse fields including finance, operations,
engineering and systems.  Every NHB engagement is led by one of
the Principals of NHB, and NHB's practice takes its professionals
throughout North America and abroad.  NHB's referral sources
consist of the top lenders, equity and venture firms, and law
firms in the country.

Headquartered in Philadelphia, NHB also maintains offices in
Dallas, Boston, New York, Los Angeles and Wilmington, DE.


* BOND PRICING -- For the Week From August 10 to 14, 2009
---------------------------------------------------------

Company              Coupon         Maturity  Bid Price
-------              ------         --------  ---------
155 E TROPICANA         8.75%        4/1/2012      19.90
ABITIBI-CONS FIN        7.88%        8/1/2009       8.00
ACCURIDE CORP           8.50%        2/1/2015      18.00
ADVANTA CAP TR          8.99%      12/17/2026      20.25
ALERIS INTL INC        10.00%      12/15/2016       1.58
AMBAC INC               9.38%        8/1/2011      50.00
AMBASSADORS INTL        3.75%       4/15/2027      33.90
AMER GENL FIN           3.05%       6/15/2010      60.50
AMER GENL FIN           3.40%      10/15/2009      92.25
AMER GENL FIN           3.85%       9/15/2009      92.65
AMER GENL FIN           4.00%      11/15/2009      92.10
AMER GENL FIN           4.20%       8/15/2009      98.11
AMER GENL FIN           4.25%      10/15/2010      59.00
AMER GENL FIN           4.30%       9/15/2009      90.02
AMER GENL FIN           4.35%       3/15/2010      82.00
AMER GENL FIN           4.50%       8/15/2010      72.40
AMER GENL FIN           4.60%      11/15/2009      91.78
AMER GENL FIN           4.60%      10/15/2010      45.00
AMER GENL FIN           4.75%       8/15/2010      62.10
AMER GENL FIN           5.00%       9/15/2009      95.00
AMER GENL FIN           5.00%       9/15/2010      70.16
AMER GENL FIN           5.00%      10/15/2010      65.00
AMER GENL FIN           5.10%       9/15/2009      96.50
AMER GENL FIN           5.25%       4/15/2011      60.00
AMER GENL FIN           8.75%       9/15/2012      38.00
AMER MEDIA OPER         8.88%       1/15/2011      52.13
AMR CORP               10.40%       3/10/2011      43.20
AMR CORP               10.45%       3/10/2011      47.00
ANTHRACITE CAP         11.75%        9/1/2027      14.40
ANTHRACITE CAP         11.75%        9/1/2027      14.77
APPLETON PAPERS         9.75%       6/15/2014      38.00
ARCO CHEMICAL CO       10.25%       11/1/2010      29.00
BANK NEW ENGLAND        8.75%        4/1/1999      10.56
BANK NEW ENGLAND        9.88%       9/15/1999      10.56
BANKUNITED FINL         3.13%        3/1/2034       6.00
BARRINGTON BROAD       10.50%       8/15/2014      33.50
BELL MICROPRODUC        3.75%        3/5/2024      50.50
BLOCKBUSTER INC         9.00%        9/1/2012      48.50
BOWATER INC             6.50%       6/15/2013      13.00
BOWATER INC             9.00%        8/1/2009      17.00
BOWATER INC             9.38%      12/15/2021      17.25
BOWATER INC             9.50%      10/15/2012      16.70
BROOKSTONE CO          12.00%      10/15/2012      41.40
CALLON PETROLEUM        9.75%       12/8/2010      33.00
CAPMARK FINL GRP        7.88%       5/10/2012      23.50
CAPMARK FINL GRP        8.30%       5/10/2017      23.50
CARAUSTAR INDS          7.25%        5/1/2010      50.38
CCH I LLC               9.92%        4/1/2014       0.75
CCH I LLC              10.00%       5/15/2014       2.00
CCH I LLC              13.50%       1/15/2014       1.38
CCH I/CCH I CP         11.00%       10/1/2015      12.50
CCH I/CCH I CP         11.00%       10/1/2015      13.50
CHAMPION ENTERPR        2.75%       11/1/2037      14.08
CHARTER COMM HLD       10.00%       5/15/2011       1.00
CHARTER COMM HLD       13.50%       1/15/2011       1.00
CHARTER COMM INC        6.50%       10/1/2027      41.88
CHENIERE ENERGY         2.25%        8/1/2012      39.00
CIT GROUP INC           3.85%      11/15/2009      59.00
CIT GROUP INC           3.95%      12/15/2009      58.50
CIT GROUP INC           4.00%       9/15/2009      83.00
CIT GROUP INC           4.05%       2/15/2010      60.00
CIT GROUP INC           4.13%       11/3/2009      72.02
CIT GROUP INC           4.25%        2/1/2010      56.38
CIT GROUP INC           4.25%       9/15/2010      50.00
CIT GROUP INC           4.30%       3/15/2010      56.00
CIT GROUP INC           4.30%       6/15/2010      28.00
CIT GROUP INC           4.35%       6/15/2010      48.00
CIT GROUP INC           4.40%       9/15/2009      80.50
CIT GROUP INC           4.45%       5/15/2010      46.50
CIT GROUP INC           4.60%       8/15/2010      48.25
CIT GROUP INC           4.63%      11/15/2009      60.00
CIT GROUP INC           4.75%      12/15/2010      62.38
CIT GROUP INC           4.80%      12/15/2009      55.00
CIT GROUP INC           4.85%      12/15/2009      63.25
CIT GROUP INC           4.85%       3/15/2010      49.00
CIT GROUP INC           4.85%      12/15/2011      46.50
CIT GROUP INC           4.90%       3/15/2010      46.25
CIT GROUP INC           4.90%      12/15/2010      52.00
CIT GROUP INC           4.90%       3/15/2011      48.00
CIT GROUP INC           5.00%      11/15/2009      63.50
CIT GROUP INC           5.00%      11/15/2009      65.33
CIT GROUP INC           5.00%      11/15/2009      67.13
CIT GROUP INC           5.00%      12/15/2010      56.00
CIT GROUP INC           5.00%       3/15/2011      44.00
CIT GROUP INC           5.00%       3/15/2011      50.50
CIT GROUP INC           5.00%      12/15/2011      47.75
CIT GROUP INC           5.00%       3/15/2012      42.50
CIT GROUP INC           5.05%      11/15/2009      34.00
CIT GROUP INC           5.05%       2/15/2010      50.15
CIT GROUP INC           5.05%       3/15/2010      58.00
CIT GROUP INC           5.05%      11/15/2010      53.00
CIT GROUP INC           5.05%      12/15/2010      51.75
CIT GROUP INC           5.05%       3/15/2011      52.50
CIT GROUP INC           5.15%       2/15/2010      51.50
CIT GROUP INC           5.15%       3/15/2010      55.00
CIT GROUP INC           5.15%       2/15/2011      53.12
CIT GROUP INC           5.15%       2/15/2011      50.00
CIT GROUP INC           5.15%       4/15/2011      44.25
CIT GROUP INC           5.15%       2/15/2012      48.00
CIT GROUP INC           5.20%       11/3/2010      62.00
CIT GROUP INC           5.20%       9/15/2011      44.00
CIT GROUP INC           5.25%       5/15/2010      45.04
CIT GROUP INC           5.25%       9/15/2010      46.50
CIT GROUP INC           5.25%      11/15/2010      60.00
CIT GROUP INC           5.25%      11/15/2010      50.25
CIT GROUP INC           5.25%      11/15/2010      55.00
CIT GROUP INC           5.25%      12/15/2010      57.00
CIT GROUP INC           5.25%      11/15/2011      40.00
CIT GROUP INC           5.25%      11/15/2011      49.58
CIT GROUP INC           5.25%      11/15/2011      46.88
CIT GROUP INC           5.25%       2/15/2012      49.30
CIT GROUP INC           5.30%       6/15/2010      51.00
CIT GROUP INC           5.35%       6/15/2011      50.50
CIT GROUP INC           5.35%       8/15/2011      48.60
CIT GROUP INC           5.45%       8/15/2010      46.50
CIT GROUP INC           5.50%       8/15/2010      55.00
CIT GROUP INC           5.60%       4/27/2011      60.60
CIT GROUP INC           5.75%       8/15/2012      42.75
CIT GROUP INC           5.80%       7/28/2011      61.00
CIT GROUP INC           6.25%       9/15/2009      91.75
CIT GROUP INC           6.25%       9/15/2009      81.05
CIT GROUP INC           6.25%      12/15/2009      65.50
CIT GROUP INC           6.25%       2/15/2010      58.00
CIT GROUP INC           6.50%      12/15/2009      65.10
CIT GROUP INC           6.50%       2/15/2010      55.00
CIT GROUP INC           6.50%       3/15/2010      55.55
CIT GROUP INC           6.50%      12/15/2010      56.00
CIT GROUP INC           6.50%       1/15/2011      53.00
CIT GROUP INC           6.50%       3/15/2011      45.00
CIT GROUP INC           6.60%       2/15/2011      51.50
CIT GROUP INC           6.75%       3/15/2011      49.25
CIT GROUP INC           6.88%       11/1/2009      71.98
CIT GROUP INC           7.00%       2/15/2012      47.00
CIT GROUP INC           7.25%       2/15/2012      47.00
CIT GROUP INC           7.25%       3/15/2012      50.00
CIT GROUP INC          12.00%      12/18/2018      23.88
CITADEL BROADCAS        4.00%       2/15/2011      17.50
CLEAR CHANNEL           4.40%       5/15/2011      46.03
CLEAR CHANNEL           4.50%       1/15/2010      86.00
CLEAR CHANNEL           5.00%       3/15/2012      44.00
CLEAR CHANNEL           5.50%       9/15/2014      30.25
CLEAR CHANNEL           5.75%       1/15/2013      32.25
CLEAR CHANNEL           6.25%       3/15/2011      57.25
CLEAR CHANNEL           7.65%       9/15/2010      72.00
CLEAR CHANNEL          10.75%        8/1/2016      29.00
CLEAR CHANNEL          10.75%        8/1/2016      42.50
COLONIAL BANK           9.38%        6/1/2011      10.00
COMPREHENS CARE         7.50%       4/15/2010      75.25
COMPUCREDIT             3.63%       5/30/2025      35.13
COOPER-STANDARD         7.00%      12/15/2012      30.00
COOPER-STANDARD         8.38%      12/15/2014       6.00
CREDENCE SYSTEM         3.50%       5/15/2010      55.33
DAYTON SUPERIOR        13.00%       6/15/2009      32.75
DECODE GENETICS         3.50%       4/15/2011      11.00
DECODE GENETICS         3.50%       4/15/2011       7.50
DELPHI CORP             6.50%       8/15/2013       0.50
DEX MEDIA INC           8.00%      11/15/2013      20.25
DEX MEDIA INC           9.00%      11/15/2013      20.25
DEX MEDIA INC           9.00%      11/15/2013      20.00
DEX MEDIA WEST          9.88%       8/15/2013      22.00
DOWNEY FINANCIAL        6.50%        7/1/2014       6.00
DUNE ENERGY INC        10.50%        6/1/2012      48.00
EDDIE BAUER HLDG        5.25%        4/1/2014      12.00
FAIRPOINT COMMUN       13.13%        4/1/2018      19.13
FAIRPOINT COMMUN       13.13%        4/1/2018      18.75
FCX-CALL08/09           6.88%        2/1/2014     103.44
FIBERTOWER CORP         9.00%      11/15/2012      52.00
FLEETWOOD ENTERP       14.00%      12/15/2011      30.25
FORD MOTOR CRED         5.10%       8/20/2009      99.40
FORD MOTOR CRED         5.75%       1/20/2010      78.74
FORD MOTOR CRED         7.50%       8/20/2010      71.86
FRANKLIN BANK           4.00%        5/1/2027       0.00
GENERAL MOTORS          7.13%       7/15/2013      14.14
GENERAL MOTORS          7.40%        9/1/2025      14.25
GENERAL MOTORS          7.70%       4/15/2016      14.00
GENERAL MOTORS          8.10%       6/15/2024      14.03
GENERAL MOTORS          8.25%       7/15/2023      14.00
GENERAL MOTORS          8.38%       7/15/2033      16.25
GENERAL MOTORS          8.80%        3/1/2021      15.25
GENERAL MOTORS          9.40%       7/15/2021      14.25
GENERAL MOTORS          9.45%       11/1/2011       8.00
GEORGIA GULF CRP        7.13%      12/15/2013      21.00
GEORGIA GULF CRP       10.75%      10/15/2016      12.50
GMAC LLC                5.00%       8/15/2009      99.75
GMAC LLC                5.10%       8/15/2009      99.60
GMAC LLC                5.25%       8/15/2009      99.80
GMAC LLC                7.00%       1/15/2010      88.50
GMAC LLC                7.13%       8/15/2009      99.79
GMAC LLC                7.20%       8/15/2009      99.50
HAIGHTS CROSS CO       12.50%       8/15/2011       7.25
HAIGHTS CROSS OP       11.75%       8/15/2011      43.00
HAWAIIAN TELCOM         9.75%        5/1/2013       1.75
HERBST GAMING           7.00%      11/15/2014       1.65
HERBST GAMING           8.13%        6/1/2012       1.45
IDEARC INC              8.00%      11/15/2016       6.40
INN OF THE MOUNT       12.00%      11/15/2010      45.00
INTCOMEX INC           11.75%       1/15/2011      41.50
INTL LEASE FIN          3.75%       8/15/2009      99.25
INTL LEASE FIN          4.00%       8/15/2009      99.03
INTL LEASE FIN          4.05%       9/15/2009      97.00
INTL LEASE FIN          4.25%       9/15/2009      94.50
INTL LEASE FIN          4.38%       8/15/2009      99.71
INTL LEASE FIN          4.55%       9/15/2009      96.10
INTL LEASE FIN          5.35%       8/15/2009      99.00
ISTAR FINANCIAL         5.13%        4/1/2011      54.00
ISTAR FINANCIAL         5.15%        3/1/2012      42.14
ISTAR FINANCIAL         5.38%       4/15/2010      82.00
ISTAR FINANCIAL         5.50%       6/15/2012      44.00
ISTAR FINANCIAL         5.65%       9/15/2011      54.00
ISTAR FINANCIAL         5.80%       3/15/2011      58.25
ISTAR FINANCIAL         6.00%      12/15/2010      59.60
JOHN HANCOCK LIF        3.65%       8/15/2009      99.30
KAISER ALUM&CHEM       12.75%        2/1/2003       4.00
KEYSTONE AUTO OP        9.75%       11/1/2013      32.13
KNIGHT RIDDER           7.13%        6/1/2011      46.00
KNIGHT RIDDER           7.15%       11/1/2027      23.00
LANDAMERICA             3.13%      11/15/2033      22.50
LANDAMERICA             3.25%       5/15/2034      22.50
LASALLE FNDG LLC        4.00%       8/15/2009      99.63
LAZYDAYS RV            11.75%       5/15/2012      15.00
LEHMAN BROS HLDG        2.00%      10/31/2012      11.46
LEHMAN BROS HLDG        4.00%        8/3/2009       9.00
LEHMAN BROS HLDG        4.38%      11/30/2010      17.00
LEHMAN BROS HLDG        4.50%       7/26/2010      17.00
LEHMAN BROS HLDG        4.50%        8/3/2011      12.84
LEHMAN BROS HLDG        4.70%        3/6/2013       6.95
LEHMAN BROS HLDG        4.80%       3/13/2014      18.25
LEHMAN BROS HLDG        4.80%       6/24/2023      11.00
LEHMAN BROS HLDG        5.00%       1/14/2011      18.08
LEHMAN BROS HLDG        5.00%       1/22/2013      11.25
LEHMAN BROS HLDG        5.00%       2/11/2013      11.50
LEHMAN BROS HLDG        5.00%       3/27/2013       6.95
LEHMAN BROS HLDG        5.00%        8/3/2014       9.00
LEHMAN BROS HLDG        5.00%       5/28/2023      10.00
LEHMAN BROS HLDG        5.00%       5/30/2023      11.88
LEHMAN BROS HLDG        5.00%       6/17/2023      11.88
LEHMAN BROS HLDG        5.10%       1/28/2013      10.00
LEHMAN BROS HLDG        5.10%       2/15/2020      11.35
LEHMAN BROS HLDG        5.20%       5/13/2020       9.00
LEHMAN BROS HLDG        5.25%        2/6/2012      18.50
LEHMAN BROS HLDG        5.25%       1/30/2014       8.23
LEHMAN BROS HLDG        5.25%       2/11/2015      12.00
LEHMAN BROS HLDG        5.25%        3/5/2018       7.00
LEHMAN BROS HLDG        5.25%       9/14/2019       9.00
LEHMAN BROS HLDG        5.25%       5/20/2023      10.50
LEHMAN BROS HLDG        5.35%       2/25/2018      11.50
LEHMAN BROS HLDG        5.35%       3/13/2020       7.75
LEHMAN BROS HLDG        5.35%       6/14/2030      11.88
LEHMAN BROS HLDG        5.38%        5/6/2023      10.50
LEHMAN BROS HLDG        5.40%        3/6/2020      11.75
LEHMAN BROS HLDG        5.40%       3/20/2020      12.13
LEHMAN BROS HLDG        5.40%       3/30/2029      10.40
LEHMAN BROS HLDG        5.40%       6/21/2030      10.51
LEHMAN BROS HLDG        5.45%       3/15/2025      11.25
LEHMAN BROS HLDG        5.45%        4/6/2029      10.40
LEHMAN BROS HLDG        5.45%       2/22/2030      12.38
LEHMAN BROS HLDG        5.45%       7/19/2030      12.38
LEHMAN BROS HLDG        5.45%       9/20/2030      11.88
LEHMAN BROS HLDG        5.50%        4/4/2016      17.25
LEHMAN BROS HLDG        5.50%        2/4/2018      10.00
LEHMAN BROS HLDG        5.50%       2/19/2018      12.38
LEHMAN BROS HLDG        5.50%       11/4/2018      12.00
LEHMAN BROS HLDG        5.50%       2/27/2020      10.75
LEHMAN BROS HLDG        5.50%       3/14/2023      12.38
LEHMAN BROS HLDG        5.50%        4/8/2023       8.78
LEHMAN BROS HLDG        5.50%       4/15/2023      11.30
LEHMAN BROS HLDG        5.50%       4/23/2023       8.00
LEHMAN BROS HLDG        5.50%        8/5/2023      11.88
LEHMAN BROS HLDG        5.50%       10/7/2023      11.00
LEHMAN BROS HLDG        5.50%       1/27/2029      11.88
LEHMAN BROS HLDG        5.50%        2/3/2029      11.24
LEHMAN BROS HLDG        5.50%        8/2/2030       9.75
LEHMAN BROS HLDG        5.55%       2/11/2018      12.38
LEHMAN BROS HLDG        5.55%        3/9/2029       9.25
LEHMAN BROS HLDG        5.55%       1/25/2030      11.30
LEHMAN BROS HLDG        5.55%       9/27/2030      12.38
LEHMAN BROS HLDG        5.55%      12/31/2034      11.35
LEHMAN BROS HLDG        5.60%       1/22/2018      11.88
LEHMAN BROS HLDG        5.60%       9/23/2023       9.00
LEHMAN BROS HLDG        5.60%       2/17/2029      10.50
LEHMAN BROS HLDG        5.60%       2/24/2029      10.40
LEHMAN BROS HLDG        5.60%        3/2/2029      11.88
LEHMAN BROS HLDG        5.60%       2/25/2030      11.24
LEHMAN BROS HLDG        5.60%        5/3/2030       9.00
LEHMAN BROS HLDG        5.63%       1/24/2013      19.00
LEHMAN BROS HLDG        5.63%       3/15/2030      11.35
LEHMAN BROS HLDG        5.65%      11/23/2029      12.38
LEHMAN BROS HLDG        5.65%       8/16/2030      11.35
LEHMAN BROS HLDG        5.65%      12/31/2034       8.00
LEHMAN BROS HLDG        5.70%       1/28/2018      11.50
LEHMAN BROS HLDG        5.70%       2/10/2029      11.88
LEHMAN BROS HLDG        5.70%       4/13/2029      11.88
LEHMAN BROS HLDG        5.70%        9/7/2029      12.38
LEHMAN BROS HLDG        5.70%      12/14/2029      12.50
LEHMAN BROS HLDG        5.75%       4/25/2011      18.55
LEHMAN BROS HLDG        5.75%       7/18/2011      17.50
LEHMAN BROS HLDG        5.75%       5/17/2013      16.85
LEHMAN BROS HLDG        5.75%        1/3/2017       0.01
LEHMAN BROS HLDG        5.75%       3/27/2023      11.35
LEHMAN BROS HLDG        5.75%      10/15/2023       9.19
LEHMAN BROS HLDG        5.75%      10/21/2023      12.38
LEHMAN BROS HLDG        5.75%      11/12/2023      12.38
LEHMAN BROS HLDG        5.75%      11/25/2023      10.55
LEHMAN BROS HLDG        5.75%      12/16/2028      12.00
LEHMAN BROS HLDG        5.75%      12/23/2028      12.00
LEHMAN BROS HLDG        5.75%       8/24/2029       9.20
LEHMAN BROS HLDG        5.75%       9/14/2029       9.00
LEHMAN BROS HLDG        5.75%      10/12/2029      12.38
LEHMAN BROS HLDG        5.75%       3/29/2030       9.00
LEHMAN BROS HLDG        5.80%        9/3/2020      12.38
LEHMAN BROS HLDG        5.80%      10/25/2030      11.88
LEHMAN BROS HLDG        5.85%       11/8/2030       8.75
LEHMAN BROS HLDG        5.88%      11/15/2017      17.00
LEHMAN BROS HLDG        5.90%        5/4/2029      11.88
LEHMAN BROS HLDG        5.90%        2/7/2031      10.00
LEHMAN BROS HLDG        5.95%      12/20/2030       8.50
LEHMAN BROS HLDG        6.00%       7/19/2012      18.13
LEHMAN BROS HLDG        6.00%      12/18/2015       8.06
LEHMAN BROS HLDG        6.00%       2/12/2018      11.50
LEHMAN BROS HLDG        6.00%       1/22/2020      11.75
LEHMAN BROS HLDG        6.00%       2/12/2020      10.00
LEHMAN BROS HLDG        6.00%       1/29/2021       9.91
LEHMAN BROS HLDG        6.00%      10/23/2028      12.38
LEHMAN BROS HLDG        6.00%      11/18/2028      12.38
LEHMAN BROS HLDG        6.00%       5/11/2029      11.59
LEHMAN BROS HLDG        6.00%       7/20/2029       9.20
LEHMAN BROS HLDG        6.00%       3/21/2031       8.06
LEHMAN BROS HLDG        6.00%       4/30/2034       8.00
LEHMAN BROS HLDG        6.00%       7/30/2034      12.38
LEHMAN BROS HLDG        6.00%       2/21/2036      11.50
LEHMAN BROS HLDG        6.00%       2/24/2036      12.38
LEHMAN BROS HLDG        6.00%       2/12/2037      11.88
LEHMAN BROS HLDG        6.05%       6/29/2029      11.00
LEHMAN BROS HLDG        6.10%       8/12/2023      12.38
LEHMAN BROS HLDG        6.15%       4/11/2031      11.50
LEHMAN BROS HLDG        6.20%       9/26/2014      18.50
LEHMAN BROS HLDG        6.20%       6/15/2027      12.41
LEHMAN BROS HLDG        6.20%       5/25/2029      11.24
LEHMAN BROS HLDG        6.25%        2/5/2021      11.10
LEHMAN BROS HLDG        6.25%       2/22/2023      12.00
LEHMAN BROS HLDG        6.40%      10/11/2022      12.41
LEHMAN BROS HLDG        6.50%       7/19/2017       0.01
LEHMAN BROS HLDG        6.50%       2/28/2023      10.00
LEHMAN BROS HLDG        6.50%        3/6/2023      11.00
LEHMAN BROS HLDG        6.50%      10/18/2027       9.00
LEHMAN BROS HLDG        6.50%      10/25/2027      11.25
LEHMAN BROS HLDG        6.50%      11/15/2032       9.45
LEHMAN BROS HLDG        6.50%       1/17/2033      10.76
LEHMAN BROS HLDG        6.50%       2/13/2037      12.00
LEHMAN BROS HLDG        6.50%       6/21/2037      11.88
LEHMAN BROS HLDG        6.50%       7/13/2037      12.00
LEHMAN BROS HLDG        6.60%       10/3/2022      10.26
LEHMAN BROS HLDG        6.63%       1/18/2012      18.00
LEHMAN BROS HLDG        6.63%       7/27/2027       9.00
LEHMAN BROS HLDG        6.75%      12/28/2017       0.03
LEHMAN BROS HLDG        6.75%        7/1/2022      12.38
LEHMAN BROS HLDG        6.75%      11/22/2027       9.00
LEHMAN BROS HLDG        6.75%       3/11/2033      10.25
LEHMAN BROS HLDG        6.75%      10/26/2037      12.00
LEHMAN BROS HLDG        6.80%        9/7/2032       8.00
LEHMAN BROS HLDG        6.85%       8/16/2032      10.13
LEHMAN BROS HLDG        6.85%       8/23/2032       9.00
LEHMAN BROS HLDG        6.88%        5/2/2018      18.88
LEHMAN BROS HLDG        6.88%       7/17/2037       0.01
LEHMAN BROS HLDG        6.90%        9/1/2032       5.55
LEHMAN BROS HLDG        7.00%       4/16/2019      12.50
LEHMAN BROS HLDG        7.00%       5/12/2023      11.00
LEHMAN BROS HLDG        7.00%       10/4/2032       9.00
LEHMAN BROS HLDG        7.00%       7/27/2037      10.51
LEHMAN BROS HLDG        7.00%       9/28/2037      10.26
LEHMAN BROS HLDG        7.00%      12/28/2037       9.00
LEHMAN BROS HLDG        7.00%       1/31/2038      11.50
LEHMAN BROS HLDG        7.00%        2/1/2038       9.37
LEHMAN BROS HLDG        7.00%        2/7/2038       9.00
LEHMAN BROS HLDG        7.00%        2/8/2038      12.50
LEHMAN BROS HLDG        7.00%       4/22/2038      11.00
LEHMAN BROS HLDG        7.05%       2/27/2038      11.38
LEHMAN BROS HLDG        7.10%       3/25/2038       9.00
LEHMAN BROS HLDG        7.25%       4/29/2038       9.00
LEHMAN BROS HLDG        7.35%        5/6/2038      12.13
LEHMAN BROS HLDG        7.88%       8/15/2010      15.00
LEHMAN BROS HLDG        8.00%        3/5/2022       7.75
LEHMAN BROS HLDG        8.50%        8/1/2015      17.00
LEHMAN BROS HLDG        8.50%       6/15/2022       8.00
LEHMAN BROS HLDG        8.75%      12/21/2021      11.00
LEHMAN BROS HLDG        8.75%        2/6/2023       7.00
LEHMAN BROS HLDG        8.80%        3/1/2015      16.50
LEHMAN BROS HLDG        8.92%       2/16/2017      12.00
LEHMAN BROS HLDG        9.00%      12/28/2022      11.00
LEHMAN BROS HLDG        9.50%      12/28/2022      11.88
LEHMAN BROS HLDG        9.50%       1/30/2023      11.00
LEHMAN BROS HLDG        9.50%       2/27/2023      11.88
LEHMAN BROS HLDG       10.00%       3/13/2023      12.25
LEHMAN BROS HLDG       10.38%       5/24/2024       7.50
LEHMAN BROS HLDG       11.00%      10/25/2017      10.50
LEHMAN BROS HLDG       11.00%       6/22/2022       8.19
LEHMAN BROS HLDG       11.00%       7/18/2022      10.50
LEHMAN BROS HLDG       11.50%       9/26/2022      13.38
LEINER HEALTH          11.00%        6/1/2012       2.00
LOCAL INSIGHT          11.00%       12/1/2017      25.00
LTX-CREDENCE            3.50%       5/15/2011      40.64
M&I MARS & ISL          2.90%       8/18/2009      99.70
MAJESTIC STAR           9.50%      10/15/2010      61.75
MAJESTIC STAR           9.75%       1/15/2011       8.88
MCCLATCHY CO           15.75%       7/15/2014      46.13
MERISANT CO             9.50%       7/15/2013      12.00
MERRILL LYNCH           0.00%        3/9/2011      94.25
METALDYNE CORP         11.00%       6/15/2012       2.31
MILLENNIUM AMER         7.63%      11/15/2026       7.00
MORRIS PUBLISH          7.00%        8/1/2013       8.00
NCI BLDG SYSTEMS        2.13%      11/15/2024      87.75
NEFF CORP              10.00%        6/1/2015       8.00
NETWORK COMMUNIC       10.75%       12/1/2013      42.50
NEW PLAN EXCEL          7.40%       9/15/2009      85.45
NEW PLAN REALTY         6.90%       2/15/2028      18.00
NEW PLAN REALTY         7.68%       11/2/2026      20.00
NEW PLAN REALTY         7.97%       8/14/2026      18.55
NEWPAGE CORP           10.00%        5/1/2012      47.50
NEWPAGE CORP           12.00%        5/1/2013      32.50
NORTH ATL TRADNG        9.25%        3/1/2012      25.00
NTK HOLDINGS INC        0.00%        3/1/2014       5.25
OSCIENT PHARM          12.50%       1/15/2011      32.20
PAC-WEST TELECOM       13.50%        2/1/2009       4.00
PACKAGING DYNAMI       10.00%        5/1/2016      31.50
PANOLAM INDUSTRI       10.75%       10/1/2013       5.00
PLY GEM INDS            9.00%       2/15/2012      37.00
PMI CAPITAL I           8.31%        2/1/2027      14.88
POPE & TALBOT           8.38%        6/1/2013       1.00
PRIMUS TELECOM          8.00%       1/15/2014      11.75
PRTL-RESTR07/09        14.25%       5/20/2011      63.00
QUALITY DISTRIBU        9.00%      11/15/2010      58.75
QUANTUM CORP            4.38%        8/1/2010      61.00
RADIO ONE INC           6.38%       2/15/2013      33.25
RADIO ONE INC           8.88%        7/1/2011      42.63
RAFAELLA APPAREL       11.25%       6/15/2011      26.00
RATHGIBSON INC         11.25%       2/15/2014      35.50
RAYOVAC CORP            8.50%       10/1/2013      36.00
READER'S DIGEST         9.00%       2/15/2017       6.00
REALOGY CORP           12.38%       4/15/2015      41.00
REALOGY CORP           12.38%       4/15/2015      38.00
RESIDENTIAL CAP         8.00%       2/22/2011      59.00
RESIDENTIAL CAP         8.38%       6/30/2010      73.60
RESIDENTIAL CAP         8.50%        6/1/2012      55.00
RH DONNELLEY            6.88%       1/15/2013       7.00
RH DONNELLEY            6.88%       1/15/2013       6.00
RH DONNELLEY            6.88%       1/15/2013       7.00
RH DONNELLEY            8.88%       1/15/2016       6.00
RH DONNELLEY            8.88%      10/15/2017       6.00
ROTECH HEALTHCA         9.50%        4/1/2012       5.00
SALEM COMM HLDG         7.75%      12/15/2010      70.63
SECURITY BENEFIT        7.45%       10/1/2033       8.50
SECURITY BENEFIT        8.75%       5/15/2016      10.50
SILVERLEAF RES          8.00%        4/1/2010      73.50
SIX FLAGS INC           4.50%       5/15/2015      10.25
SIX FLAGS INC           9.63%        6/1/2014      11.25
SIX FLAGS INC           9.75%       4/15/2013      10.50
SPHERIS INC            11.00%      12/15/2012      41.25
STALLION OILFIEL        9.75%        2/1/2015      34.75
STANLEY-MARTIN          9.75%       8/15/2015      25.25
STATION CASINOS         6.00%        4/1/2012      31.25
STATION CASINOS         6.50%        2/1/2014       2.50
STATION CASINOS         6.63%       3/15/2018       2.25
STATION CASINOS         6.88%        3/1/2016       1.50
TEKNI-PLEX INC         12.75%       6/15/2010      58.15
THORNBURG MTG           8.00%       5/15/2013       2.00
TIMES MIRROR CO         6.61%       9/15/2027       5.00
TIMES MIRROR CO         7.25%        3/1/2013       5.00
TIMES MIRROR CO         7.50%        7/1/2023       8.00
TOUSA INC               9.00%        7/1/2010       5.00
TOUSA INC               9.00%        7/1/2010       9.00
TOUSA INC              10.38%        7/1/2012       0.10
TOYOTA-CALL08/09        5.50%       8/21/2017      99.65
TRANSMERIDIAN EX       12.00%      12/15/2010       6.75
TRIBUNE CO              4.88%       8/15/2010       5.25
TRIBUNE CO              5.25%       8/15/2015       7.13
TRIBUNE CO              5.67%       12/8/2008       5.00
TRONOX WORLDWIDE        9.50%       12/1/2012      17.00
TRUMP ENTERTNMNT        8.50%        6/1/2015       8.88
UAL CORP                4.50%       6/30/2021      47.34
UAL CORP                5.00%        2/1/2021      55.00
USFREIGHTWAYS           8.50%       4/15/2010      39.55
VERASUN ENERGY          9.38%        6/1/2017      13.88
VERENIUM CORP           5.50%        4/1/2027      22.50
VICORP RESTAURNT       10.50%       4/15/2011       0.01
VION PHARM INC          7.75%       2/15/2012      36.75
VISTEON CORP            7.00%       3/10/2014       5.06
VITESSE SEMICOND        1.50%       10/1/2024      59.00
WASH MUT BANK FA        5.13%       1/15/2015       0.13
WASH MUT BANK FA        5.65%       8/15/2014       0.22
WASH MUT BANK FA        6.88%       6/15/2011       0.50
WASH MUT BANK NV        5.50%       1/15/2013       0.35
WASH MUT BANK NV        5.55%       6/16/2010      24.00
WASH MUTUAL INC         8.25%        4/1/2010      67.20
WCI COMMUNITIES         4.00%        8/5/2023       1.56
WCI COMMUNITIES         6.63%       3/15/2015       4.00
WCI COMMUNITIES         7.88%       10/1/2013       1.00
WII COMPONENTS         10.00%       2/15/2012      46.00
WILLIAM LYON            7.63%      12/15/2012      35.00
WILLIAM LYONS           7.50%       2/15/2014      35.00
WILLIAM LYONS           7.63%      12/15/2012      36.50
WILLIAM LYONS          10.75%        4/1/2013      41.25
WIMAR OP LLC/FIN        9.63%      12/15/2014       0.06
WISE METALS GRP        10.25%       5/15/2012      47.00
YELLOW CORP             5.00%        8/8/2023      29.00
YOUNG BROADCSTNG       10.00%        3/1/2011       2.00



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **